UNITED STATES
                        SECURITES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest reported): 11-12-04


                             Multiband Corporation
              ----------------------------------------------------
             (Exact name of registrant as specified in its chapter)



           Minnesota                      13529                  41-1255001
 ----------------------------     ----------------------     ------------------
(State or other jurisdiction     (Commission File Number)   (IRS Employer
       of incorporation)                                     Identification No.)



     9449 Science Center Drive
     New Hope, Minnesota                                     55428
---------------------------------------           ---------------------
(Address of principal executive offices)                   (Zip Code)



Registrant's telephone number, including area code       763-504-3000
                                                         ------------


             -------------------------------------------------------
          (Former name or former address, if changed since last report)





Item 2.03  Creation of a Direct Financial Obligation

Item 3.02  Unregistered Sale of Equity Securities

On November 12, 2004 Multiband Corporation entered into a Note Purchase
Agreement and other related agreements with a number of accredited institutional
investors. The full terms and conditions of said agreements are attached hereto.
In Summary, under the terms of the debt offering, the company issued secured
convertible promissory notes in the aggregate principal amount of $[2,100,000].
The convertible notes accrue interest at the rate of 6% per annum, payable
semi-annually at the option of the company in cash or shares of the company's
common stock, and are convertible into shares of common stock at the rate of
$1.00 per share. The company also is required to file a registration statement
providing for the resale of the shares issuable upon the conversion of the
notes.




                                   Signatures

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this Form 8-K report to be signed on its behalf by
the undersigned hereunto duly authorized.


Date:  11-19-04                                      Multiband Corporation


                                                     By: /s/ James L. Mandel
                                                       -------------------------
                                                       James L. Mandel
                                                       Chief Executive Officer


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                                  Exhibit Index


Multiband Corporation - Note Purchase Agreement
Multiband Corporation - Form of Convertible Promissory Note
Multiband Corporation - Registration Rights Agreement for Notes
Multiband Corporation - Security Agreement
Multiband Corporation - Press Release


                                       3





                             NOTE PURCHASE AGREEMENT




                          DATED AS OF NOVEMBER _, 2004




                                      AMONG



                              MULTIBAND CORPORATION




                                       AND





                       THE PURCHASERS LISTED ON EXHIBIT A
















                                TABLE OF CONTENTS



                                                                                                                PAGE

                                                                                                                
ARTICLE I Purchase and Sale of Notes................................................................................1

         Section 1.1       Purchase and Sale of Notes...............................................................1
         Section 1.2       The Conversion Shares....................................................................1
         Section 1.3       Purchase Price and Closing...............................................................1

ARTICLE II Representations and Warranties...........................................................................2

         Section 2.1       Representations and Warranties of the Company............................................2
         Section 2.2       Representations and Warranties of the Purchasers........................................12

ARTICLE III Covenants..............................................................................................14

         Section 3.1       Securities Compliance...................................................................14
         Section 3.2       Registration and Listing................................................................14
         Section 3.3       Inspection Rights.......................................................................14
         Section 3.4       Compliance with Laws....................................................................15
         Section 3.5       Keeping of Records and Books of Account.................................................15
         Section 3.6       Reporting Requirements..................................................................15
         Section 3.7       Amendments..............................................................................15
         Section 3.8       Other Agreements........................................................................16
         Section 3.9       Distributions...........................................................................16
         Section 3.10      Status of Dividends.....................................................................16
         Section 3.11      Use of Proceeds.........................................................................16
         Section 3.12      Future Financings; Right of First Offer and Refusal.....................................16
         Section 3.13      Reservation of Shares...................................................................18
         Section 3.14      Transfer Agent Instructions.............................................................18
         Section 3.15      Disposition of Assets...................................................................19
         Section 3.16      Reporting Status........................................................................19
         Section 3.17      Disclosure of Transaction ..............................................................19
         Section 3.18      Disclosure of Material Information......................................................19
         Section 3.19      Pledge of Securities....................................................................19
         Section 3.20      Stockholder Approval....................................................................20
         Section 3.21      Acquisition Indebtedness................................................................20


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ARTICLE IV Conditions..............................................................................................19
                                                                                                               
         Section 4.1       Conditions Precedent to the Obligation of the Company to Sell the Notes.................19
         Section 4.2       Conditions Precedent to the Obligation of the Purchasers to Purchase the Notes..........20


ARTICLE V Stock Certificate Legend.................................................................................22

         Section 5.1       Legend..................................................................................22

ARTICLE VI Indemnification.........................................................................................23

         Section 6.1       General Indemnity.......................................................................23
         Section 6.2       Indemnification Procedure...............................................................23

ARTICLE VII Miscellaneous..........................................................................................24

         Section 7.1       Fees and Expenses.......................................................................25
         Section 7.2       Specific Enforcement, Consent to Jurisdiction...........................................25
         Section 7.3       Entire Agreement; Amendment.............................................................26
         Section 7.4       Notices.................................................................................26
         Section 7.5       Waivers.................................................................................27
         Section 7.6       Headings................................................................................27
         Section 7.7       Successors and Assigns..................................................................27
         Section 7.8       No Third Party Beneficiaries............................................................27
         Section 7.9       Governing Law...........................................................................27
         Section 7.10      Waiver of Jury Trial....................................................................27
         Section 7.11      Survival................................................................................27
         Section 7.12      Counterparts............................................................................27
         Section 7.13      Publicity...............................................................................29
         Section 7.14      Severability............................................................................29
         Section 7.15      Further Assurances......................................................................29


                                       ii





                            NOTE PURCHASE AGREEMENT

           This  NOTE  PURCHASE  AGREEMENT  (the  "Agreement")  is  dated  as of
November _, 2004 by and among  Multiband  Corporation,  a Minnesota  corporation
(the  "Company"),  and  each  of  the  Purchasers  of  the  secured  convertible
promissory  notes of the  Company  whose names are set forth on Exhibit A hereto
(individually, a "Purchaser" and collectively, the "Purchasers").

           The parties hereto agree as follows:

                                   ARTICLE I

                           PURCHASE AND SALE OF NOTES

            Section 1.1 Purchase and Sale of Notes. Upon the following terms and
conditions,  the Company shall issue and sell to the  Purchasers and each of the
Purchasers shall purchase from the Company, secured convertible promissory notes
in the form attached hereto as Exhibit B (the "Notes"),  accruing  interest at a
rate of six percent  (6%) per annum,  convertible  into shares of the  Company's
Common  Stock,  no par value per  share  (the  "Common  Stock").  The  aggregate
purchase  price for the Notes  shall be up to  $2,166,667.  The  Company and the
Purchasers are executing and delivering this Agreement in accordance with and in
reliance upon the exemption from securities registration afforded by Rule 506 of
Regulation D ("Regulation D") as promulgated by the United States Securities and
Exchange  Commission  (the  "Commission")  under the  Securities Act of 1933, as
amended (the "Securities Act") or Section 4(2) of the Securities Act.

            Section 1.2 The  Conversion  Shares.  The Company has authorized and
reserved and  covenants to continue to reserve,  free of  preemptive  rights and
other  similar  contractual  rights of  stockholders,  such  number of shares of
Common Stock equal to one hundred ten percent  (110%) of the number of shares of
Common Stock as shall from time to time be sufficient  to effect the  conversion
of all of the Notes then  outstanding.  Any shares of Common Stock issuable upon
conversion of the Notes are herein referred to as the "Conversion  Shares".  The
Notes and the  Conversion  Shares  are  sometimes  together  referred  to as the
"Securities".

            Section 1.3 Purchase Price and Closing.  The Company agrees to issue
and sell to the Purchasers and, in consideration of and in express reliance upon
the  representations,  warranties,  covenants,  terms  and  conditions  of  this
Agreement,  the  Purchasers,  severally  but not jointly,  agree to purchase the
Notes.  The  aggregate  purchase  price  of the  Notes  being  acquired  by each
Purchaser is set forth  opposite  such  Purchaser's  name on Exhibit A (for each
such  Purchaser,  the  "Purchase  Price"  and  collectively  referred  to as the
"Purchase Prices"). The closing of the purchase and sale of the Notes shall take
place at the offices of Jenkens & Gilchrist  Parker  Chapin  LLP,  The  Chrysler
Building, 405 Lexington Avenue, New York, New York 10174 (the "Closing") at 1:00
p.m. (eastern time) upon the satisfaction of each of the conditions set forth in
Article IV hereof (the  "Closing  Date").  Funding  with  respect to the Closing
shall take place by wire transfer of immediately  available funds on or prior to
the Closing Date.




                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES


            Section 2.1  Representations  and  Warranties  of the  Company.  The
Company  hereby  makes  the  following  representations  and  warranties  to the
Purchasers,  except as set forth in the Company's  disclosure schedule delivered
with this Agreement as follows:

            (a)   Organization,  Good  Standing  and  Power.  The  Company  is a
corporation duly  incorporated,  validly existing and in good standing under the
laws of the State of Minnesota  and has the  requisite  corporate  power to own,
lease and operate its properties and assets and to conduct its business as it is
now being conducted.  The Company does not have any  subsidiaries  except as set
forth in the Company's Form 10-K for the year ended December 31, 2003, including
the  accompanying  financial  statements (the "Form 10-K"),  or in the Company's
Form  10-Q for the  fiscal  quarters  ended  June 30,  2004 or  March  31,  2004
(collectively,  the "Form 10-Q"), or on Schedule 2.1(a) hereto.  The Company and
each such  subsidiary is duly qualified as a foreign  corporation to do business
and is in good  standing  in every  jurisdiction  in  which  the  nature  of the
business  conducted or property owned by it makes such  qualification  necessary
except for any jurisdiction(s)  (alone or in the aggregate) in which the failure
to be so  qualified  will not have a  Material  Adverse  Effect  (as  defined in
Section 2.1(c) hereof).

            (b)   Authorization;  Enforcement.  The  Company  has the  requisite
corporate  power and  authority  to enter into and perform this  Agreement,  the
Registration  Rights Agreement  attached hereto as Exhibit C (the  "Registration
Rights  Agreement"),  the Security  Agreement  attached hereto as Exhibit D (the
"Security  Agreement")  and the  Irrevocable  Transfer  Agent  Instructions  (as
defined  in  Section  3.14)  attached  hereto as  Exhibit E  (collectively,  the
"Transaction Documents") and to issue and sell the Securities in accordance with
the terms hereof. The execution, delivery and the performance of the Transaction
Documents  by  the  Company  and  the  consummation  by it of  the  transactions
contemplated  hereby and thereby  have been duly and validly  authorized  by all
necessary  corporate  action,  and no further  consent or  authorization  of the
Company or its Board of Directors or  stockholders  is required.  This Agreement
has been duly  executed  and  delivered by the  Company.  The other  Transaction
Documents  will have been duly  executed  and  delivered  by the  Company at the
Closing. Each of the Transaction Documents constitutes, or shall constitute when
executed  and  delivered,   a  valid  and  binding  obligation  of  the  Company
enforceable  against the Company in  accordance  with its terms,  except as such
enforceability   may  be   limited   by   applicable   bankruptcy,   insolvency,
reorganization,   moratorium,  liquidation,  conservatorship,   receivership  or
similar laws relating to, or affecting  generally the enforcement of, creditor's
rights and remedies or by other equitable principles of general application.

            (c)   Capitalization.  The  authorized  capital stock of the Company
and the shares thereof  currently  issued and outstanding as of November _, 2004
are set forth on Schedule 2.1(c) hereto.  All of the  outstanding  shares of the
Company's  Common Stock and any other  outstanding  security of the Company have
been duly and validly authorized.  Except as set forth in this Agreement and the
Registration  Rights  Agreement and as set forth on Schedule  2.1(c) hereto,  no
shares of Common Stock are entitled to preemptive rights or registration  rights
and there are no outstanding options,  warrants,  scrip, rights to subscribe to,
calls or commitments of any character  whatsoever  relating to, or securities or


                                       2



rights   convertible   into,  any  shares  of  capital  stock  of  the  Company.
Furthermore,  except as set forth in this Agreement and the Registration  Rights
Agreement  or  on  Schedule  2.1(c),   there  are  no  contracts,   commitments,
understandings,  or  arrangements by which the Company is or may become bound to
issue  additional  shares  of the  capital  stock  of the  Company  or  options,
securities  or rights  convertible  into shares of capital stock of the Company.
Except for customary transfer restrictions  contained in agreements entered into
by the  Company  in  order  to sell  restricted  securities  or as set  forth on
Schedule  2.1(c)  hereto,  the Company is not a party to any agreement  granting
registration  or  anti-dilution  rights to any person with respect to any of its
equity  or  debt  securities.  The  Company  is not a  party  to,  and it has no
knowledge of, any agreement  restricting the voting or transfer of any shares of
the capital stock of the Company. Except as set forth on Schedule 2.1(c) hereto,
the  offer  and  sale of all  capital  stock,  convertible  securities,  rights,
warrants,  or options of the Company  issued prior to the Closing  complied with
all applicable Federal and state securities laws, and no stockholder has a right
of  rescission  or claim for damages  with  respect  thereto  which would have a
Material  Adverse Effect (as defined  below).  The Company has furnished or made
available to the Purchasers true and correct copies of the Company's Articles of
Incorporation  as in  effect  on the  date  hereof  (the  "Articles"),  and  the
Company's  Bylaws  as in  effect  on the date  hereof  (the  "Bylaws").  For the
purposes of this Agreement, "Material Adverse Effect" means any material adverse
effect  on  the  business,  operations,   properties,  prospects,  or  financial
condition   of  the  Company  and  its   subsidiaries   and/or  any   condition,
circumstance, or situation that would prohibit or otherwise materially interfere
with the  ability of the  Company to perform  any of its  obligations  under any
Transaction Document in any material respect.

            (d)   Issuance of Securities.  The Notes to be issued at the Closing
have been duly authorized by all necessary  corporate  action and, when paid for
or issued in accordance with the terms hereof, the Notes shall be validly issued
and  outstanding.  When the Conversion  Shares are issued in accordance with the
terms of this Agreement and as set forth in the Notes,  such shares will be duly
authorized by all necessary corporate action and validly issued and outstanding,
fully  paid and  nonassessable,  free and clear of all liens,  encumbrances  and
rights of refusal of any kind and the  holders  shall be  entitled to all rights
accorded to a holder of Common Stock.

            (e)   No Conflicts.  The execution,  delivery and the performance of
the Transaction  Documents by the Company, the performance by the Company of its
obligations  under  the  Notes  and  the  consummation  by  the  Company  of the
transactions contemplated herein and therein do not and will not (i) violate any
provision of the Articles or Bylaws, (ii) conflict with, or constitute a default
(or an event which with notice or lapse of time or both would  become a default)
under, or give to others any rights of termination,  amendment,  acceleration or
cancellation of, any agreement,  mortgage, deed of trust, indenture, note, bond,
license,  lease  agreement,  instrument  or obligation to which the Company is a
party or by which it or its  properties  or assets  are bound,  (iii)  create or
impose a lien, mortgage,  security interest, charge or encumbrance of any nature
on any property of the Company  under any  agreement or any  commitment to which
the  Company is a party or by which the  Company is bound or by which any of its
respective  properties or assets are bound, or (iv) result in a violation of any
federal,  state, local or foreign statute, rule, regulation,  order, judgment or
decree (including Federal and state securities laws and regulations)  applicable
to the Company or any of its  subsidiaries  or by which any property or asset of
the Company or any of its  subsidiaries  are bound or affected,  except,  in all


                                       3



cases other than  violations  pursuant  to clauses (i) and (iv) above,  for such
conflicts, defaults, terminations, amendments, accelerations,  cancellations and
violations  as would  not,  individually  or in the  aggregate,  have a Material
Adverse  Effect.  The business of the Company and its  subsidiaries is not being
conducted  in  violation  of  any  laws,   ordinances  or   regulations  of  any
governmental  entity,  except for possible violations which singularly or in the
aggregate do not and will not have a Material Adverse Effect. The Company is not
required  under  Federal,  state or local law,  rule or regulation to obtain any
consent, authorization or order of, or make any filing or registration with, any
court or governmental agency in order for it to execute,  deliver or perform any
of its  obligations  under  the  Transaction  Documents,  or issue  and sell the
Securities  in  accordance  with the terms  hereof or  thereof  (other  than any
filings  which may be required to be made by the Company with the  Commission or
state securities  administrators  subsequent to the Closing and any registration
statement  which may be filed pursuant  hereto);  provided that, for purposes of
the  representation  made in this sentence,  the Company is assuming and relying
upon  the  accuracy  of  the  relevant  representations  and  agreements  of the
Purchasers herein.

            (f)   Commission Documents,  Financial Statements.  The Common Stock
is registered  pursuant to Section 12(b) or 12(g) of the Securities Exchange Act
of 1934, as amended (the "Exchange  Act"),  and, except as set forth on Schedule
2.1(f)  hereto,  the Company has timely  filed all  reports,  schedules,  forms,
statements  and other  documents  required to be filed by it with the Commission
pursuant to the reporting  requirements of the Exchange Act,  including material
filed  pursuant  to  Section  13(a)  or 15(d)  of the  Exchange  Act (all of the
foregoing including filings  incorporated by reference therein being referred to
herein  as the  "Commission  Documents").  The  Company  has  delivered  or made
available to each of the Purchasers  true and complete  copies of the Commission
Documents  filed with the  Commission  since June 30, 2004.  The Company has not
provided  to  the  Purchasers  any  material  non-public  information  or  other
information which, according to applicable law, rule or regulation, was required
to have  been  disclosed  publicly  by the  Company  but  which  has not been so
disclosed,  other than with  respect to the  transactions  contemplated  by this
Agreement.  At the times of their respective filings, the Form 10-K and the Form
10-Q complied in all material respects with the requirements of the Exchange Act
and the rules and regulations of the Commission promulgated thereunder and other
federal,  state  and  local  laws,  rules  and  regulations  applicable  to such
documents, and, as of their respective dates, none of the Form 10-K and the Form
10-Q  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
Commission  Documents comply as to form in all material respects with applicable
accounting   requirements  and  the  published  rules  and  regulations  of  the
Commission or other applicable rules and regulations with respect thereto.  Such
financial  statements  have been  prepared  in  accordance  with  United  States
generally accepted accounting  principles ("GAAP") applied on a consistent basis
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  financial  position  of the Company  and its  subsidiaries  as of 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  year-end  audit
adjustments).


                                       4



            (g)   Subsidiaries.   Schedule   2.1(g)   hereto   sets  forth  each
subsidiary of the Company,  showing the  jurisdiction  of its  incorporation  or
organization  and showing the  percentage  of each person's  ownership.  For the
purposes of this  Agreement,  "subsidiary"  shall mean any  corporation or other
entity  of which at  least  twenty  percent  (20%)  of the  securities  or other
ownership interest having ordinary voting power (absolutely or contingently) for
the election of directors or other persons  performing  similar functions are at
the time owned  directly or  indirectly  by the Company  and/or any of its other
subsidiaries.  All of the outstanding shares of capital stock of each subsidiary
have  been  duly  authorized  and  validly  issued,   and  are  fully  paid  and
nonassessable.  There are no outstanding preemptive, conversion or other rights,
options,  warrants  or  agreements  granted  or  issued by or  binding  upon any
subsidiary for the purchase or acquisition of any shares of capital stock of any
subsidiary  or  any  other  securities  convertible  into,  exchangeable  for or
evidencing the rights to subscribe for any shares of such capital stock. Neither
the Company  nor any  subsidiary  is subject to any  obligation  (contingent  or
otherwise)  to  repurchase  or  otherwise  acquire  or retire  any shares of the
capital stock of any subsidiary or any convertible securities,  rights, warrants
or options of the type described in the preceding sentence.  Neither the Company
nor any  subsidiary  is  party  to,  nor has any  knowledge  of,  any  agreement
restricting  the voting or transfer  of any shares of the  capital  stock of any
subsidiary.

            (h)   No Material  Adverse Change.  Since June 30, 2004, the Company
has not experienced or suffered any Material Adverse Effect, except as disclosed
on Schedule 2.1(h) hereto.

            (i)   No  Undisclosed  Liabilities.  Except as set forth on Schedule
2.1(i) hereto,  or in the Commission  Documents,  neither the Company nor any of
its  subsidiaries has any  liabilities,  obligations,  claims or losses (whether
liquidated or unliquidated,  secured or unsecured, absolute, accrued, contingent
or otherwise)  other than those incurred in the ordinary course of the Company's
or its  subsidiaries  respective  businesses  since  June 30,  2004  and  which,
individually  or in the aggregate,  do not or would not have a Material  Adverse
Effect.

            (j)   No Undisclosed Events or Circumstances. Except as set forth on
Schedule  2.1(j) hereto,  no event or  circumstance  has occurred or exists with
respect  to the  Company or its  subsidiaries  or their  respective  businesses,
properties,   prospects,   operations  or  financial  condition,   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.

            (k)   Indebtedness.  The Form  10-K,  Form 10-Q or  Schedule  2.1(k)
hereto sets forth as of a recent  date all  outstanding  secured  and  unsecured
Indebtedness of the Company or any  subsidiary,  or for which the Company or any
subsidiary has commitments.  For the purposes of this Agreement,  "Indebtedness"
shall mean (a) any  liabilities  for borrowed money or amounts owed in excess of
$100,000 (other than trade accounts  payable  incurred in the ordinary course of
business), (b) all guaranties,  endorsements and other contingent obligations in
respect  of  Indebtedness  of  others,  whether or not the same are or should be
reflected  in the  Company's  balance  sheet  (or  the  notes  thereto),  except
guaranties by endorsement of negotiable instruments for deposit or collection or
similar  transactions  in the ordinary  course of business;  and (c) the present
value of any lease payments in excess of $25,000 due under leases required to be
capitalized in accordance  with GAAP.  Neither the Company nor any subsidiary is
in default with respect to any Indebtedness.


                                       5



            (l)   Title to Assets.  Each of the Company and its subsidiaries has
good and marketable title to all of its real and personal property  reflected in
the  Form  10-K,  free and  clear of any  mortgages,  pledges,  charges,  liens,
security interests or other encumbrances, except for those indicated in the Form
10-K,  Form 10-Q or on Schedule  2.1(l) hereto or such that,  individually or in
the aggregate, do not cause a Material Adverse Effect. All leases of the Company
and each of its  subsidiaries  are valid and  subsisting  and in full  force and
effect.

            (m)   Actions   Pending.   There   is  no   action,   suit,   claim,
investigation, arbitration, alternate dispute resolution proceeding or any other
proceeding  pending or, to the knowledge of the Company,  threatened against the
Company or any subsidiary  which questions the validity of this Agreement or any
of the other Transaction  Documents or the transactions  contemplated  hereby or
thereby or any action taken or to be taken pursuant hereto or thereto. Except as
set forth in the Form 10-K, Form 10-Q or on Schedule 2.1(m) hereto,  there is no
action, suit, claim,  investigation,  arbitration,  alternate dispute resolution
proceeding or any other proceeding  pending or, to the knowledge of the Company,
threatened,  against or involving  the Company,  any  subsidiary or any of their
respective properties or assets. Except as set forth in the Form 10-K, Form 10-Q
or  Schedule  2.1(m)  hereto,  there  are  no  outstanding  orders,   judgments,
injunctions,  awards or decrees  of any court,  arbitrator  or  governmental  or
regulatory  body  against  the  Company or any  subsidiary  or any  officers  or
directors of the Company or subsidiary in their capacities as such.

            (n)   Compliance  with Law.  The  business  of the  Company  and the
subsidiaries  has been and is presently  being  conducted in accordance with all
applicable  federal,  state and local governmental laws, rules,  regulations and
ordinances,  except as set forth in the Form  10-K,  Form  10-Q,  or such  that,
individually or in the aggregate,  do not or would not cause a Material  Adverse
Effect.  Each of the Company and each of its  subsidiaries  has all  franchises,
permits, licenses,  consents and other governmental or regulatory authorizations
and approvals  necessary for the conduct of its business as now being  conducted
by it unless the failure to possess such franchises, permits, licenses, consents
and other governmental or regulatory authorizations and approvals,  individually
or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.

            (o)   Taxes. The Company and each of the subsidiaries has accurately
prepared and filed all federal,  state and other tax returns  required by law to
be filed by it, has paid or made  provisions  for the payment of all taxes shown
to be due and all additional assessments,  and adequate provisions have been and
are  reflected in the financial  statements of the Company and the  subsidiaries
for all current taxes and other  charges to which the Company or any  subsidiary
is subject  and which are not  currently  due and  payable.  None of the federal
income tax returns of the  Company or any  subsidiary  have been  audited by the
Internal  Revenue  Service.  The  Company  has no  knowledge  of any  additional
assessments,  adjustments or contingent tax liability (whether federal or state)
of any nature  whatsoever,  whether pending or threatened against the Company or
any  subsidiary  for any  period,  nor of any  basis  for any  such  assessment,
adjustment or contingency.

            (p)   Certain  Fees.  Except  as set forth in this  Agreement  or on
Schedule  2.1(p)  hereto,  no brokers,  finders or  financial  advisory  fees or
commissions  will be payable by the Company or any  subsidiary  or any Purchaser
with respect to the transactions contemplated by this Agreement.


                                       6



            (q)   Disclosure.  To the best of the Company's  knowledge,  neither
this Agreement or the Schedules hereto nor any other documents,  certificates or
instruments  furnished to the  Purchasers  by or on behalf of the Company or any
subsidiary in connection  with the  transactions  contemplated by this Agreement
contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements  made herein or therein,  in the light
of the  circumstances  under  which  they  were  made  herein  or  therein,  not
misleading.

            (r)   Intellectual   Property.   The   Company   and   each  of  the
subsidiaries owns or possesses all patents, trademarks, domain names (whether or
not registered)  and any patentable  improvements  or  copyrightable  derivative
works thereof,  websites and  intellectual  property  rights  relating  thereto,
service marks,  trade names,  copyrights,  licenses and  authorizations  and all
rights with respect to the foregoing, which are necessary for the conduct of its
business as now conducted without any conflict with the rights of others.

            (s)   Environmental   Compliance.   The  Company  and  each  of  its
subsidiaries have obtained all material approvals, authorization,  certificates,
consents,  licenses,  orders and permits or other similar  authorizations of all
governmental authorities,  or from any other person, that are required under any
Environmental  Laws. The Form 10-K or Form 10-Q describes all material  permits,
licenses and other  authorizations  issued under any  Environmental  Laws to the
Company or its subsidiaries. "Environmental Laws" shall mean all applicable laws
relating to the protection of the environment including, without limitation, all
requirements  pertaining  to  reporting,  licensing,  permitting,   controlling,
investigating  or  remediating  emissions,  discharges,  releases or  threatened
releases of hazardous substances, chemical substances, pollutants,  contaminants
or toxic substances,  materials or wastes,  whether solid,  liquid or gaseous in
nature,  into the air,  surface  water,  groundwater or land, or relating to the
manufacture,   processing,  distribution,  use,  treatment,  storage,  disposal,
transport or handling of hazardous substances, chemical substances,  pollutants,
contaminants or toxic substances,  material or wastes,  whether solid, liquid or
gaseous in nature. The Company has all necessary governmental approvals required
under all Environmental  Laws and used in its business or in the business of any
of its  subsidiaries.  The  Company  and  each of its  subsidiaries  are also in
compliance  with all other  limitations,  restrictions,  conditions,  standards,
requirements,   schedules   and   timetables   required  or  imposed  under  all
Environmental  Laws.  Except for such instances as would not  individually or in
the  aggregate  have a  Material  Adverse  Effect,  there are no past or present
events, conditions,  circumstances,  incidents, actions or omissions relating to
or in any way  affecting  the Company or its  subsidiaries  that  violate or may
violate  any  Environmental  Law or that  may  give  rise  to any  environmental
liability,  or  otherwise  form the basis of any claim,  action,  demand,  suit,
proceeding,  hearing, study or investigation (i) under any Environmental Law, or
(ii) based on or  related to the  manufacture,  processing,  distribution,  use,
treatment,  storage (including without  limitation  underground  storage tanks),
disposal,  transport  or  handling,  or  the  emission,  discharge,  release  or
threatened release of any hazardous substance.

            (t)   Books and Record Internal Accounting  Controls.  The books and
records of the Company and its subsidiaries  accurately  reflect in all material
respects  the  information  relating  to the  business  of the  Company  and the
subsidiaries, the location and collection of their assets, and the nature of all
transactions  giving  rise to the  obligations  or  accounts  receivable  of the


                                       7



Company or any subsidiary.  The Company and each of its subsidiaries  maintain a
system of internal accounting controls sufficient, in the reasonable judgment of
the Company, 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
actions is taken with respect to any differences.

            (u)   Material  Agreements.  Except as set  forth in the Form  10-K,
Form 10-Q or on Schedule  2.1(u) hereto,  neither the Company nor any subsidiary
is a party to any written or oral contract, instrument,  agreement,  commitment,
obligation,  plan or arrangement,  a copy of which would be required to be filed
with the  Commission  as an exhibit to a  registration  statement on Form S-1 or
applicable  form  (collectively,  "Material  Agreements")  if the Company or any
subsidiary were  registering  securities  under the Securities Act. All Material
Agreements are valid and subsisting and in full force and effect.  Except as set
forth on Schedule 2.1(u) or in the Commission Documents, the Company and each of
its  subsidiaries  has in all material  respects  performed all the  obligations
required to be performed by them to date under the  foregoing  agreements,  have
received no notice of default and, to the best of the  Company's  knowledge  are
not in default under any Material  Agreement now in effect,  the result of which
could cause a Material Adverse Effect. Except as set forth on Schedule 2.1(u) or
in the Commission Documents, no written or oral contract, instrument, agreement,
commitment,  obligation, plan or arrangement of the Company or of any subsidiary
limits or shall limit the payment of  dividends  on the  preferred  stock of the
Company ("Preferred Stock"), if any, or its Common Stock.

            (v)   Transactions with Affiliates.  Except as set forth in the Form
10-K,  Form 10-Q or on  Schedule  2.1(v)  hereto,  there  are no loans,  leases,
agreements,  contracts, royalty agreements, management contracts or arrangements
or other continuing  transactions between (a) the Company, any subsidiary or any
of their respective customers or suppliers on the one hand, and (b) on the other
hand, any officer,  employee,  consultant or director of the Company,  or any of
its  subsidiaries,  or any person owning any capital stock of the Company or any
subsidiary  or any member of the  immediate  family of such  officer,  employee,
consultant,   director  or  stockholder  or  any  corporation  or  other  entity
controlled by such officer, employee, consultant,  director or stockholder, or a
member of the immediate family of such officer, employee,  consultant,  director
or stockholder.

            (w)   Securities  Act of  1933.  Based  in  material  part  upon the
representations  herein of the  Purchasers,  the Company has  complied  and will
comply with all applicable  federal and state securities laws in connection with
the offer,  issuance and sale of the Securities  hereunder.  Neither the Company
nor anyone acting on its behalf, directly or indirectly, has or will sell, offer
to sell or solicit offers to buy any of the Securities or similar securities to,
or solicit  offers with  respect  thereto  from,  or enter into any  preliminary
conversations or negotiations relating thereto with, any person, or has taken or
will  take  any  action  so as to  bring  the  issuance  and  sale of any of the
Securities  under  the  registration   provisions  of  the  Securities  Act  and
applicable  state  securities  laws,  and  neither  the  Company  nor any of its
affiliates,  nor any person  acting on its or their  behalf,  has engaged in any
form of general  solicitation  or general  advertising  (within  the  meaning of
Regulation D under the Securities  Act) in connection  with the offer or sale of
any of the Securities.


                                       8



            (x)   Governmental  Approvals.  Except as set forth in the Form 10-K
or Form 10-Q, and except for the filing of any notice prior or subsequent to the
Closing  Date  that  may be  required  under  applicable  state  and/or  Federal
securities laws (which if required, shall be filed on a timely basis), including
the filing of a Form D and a  registration  statement or statements  pursuant to
the Registration Rights Agreement, no authorization, consent, approval, license,
exemption of, filing or registration with any court or governmental  department,
commission, board, bureau, agency or instrumentality, domestic or foreign, is or
will be necessary  for, or in connection  with, the execution or delivery of the
Notes,  or for the  performance  by the  Company  of its  obligations  under the
Transaction Documents.

            (y)   Employees.  Neither  the Company  nor any  subsidiary  has any
collective bargaining  arrangements or agreements covering any of its employees,
except as set forth in the Form 10-K,  Form 10-Q or on Schedule  2.1(y)  hereto.
Except as set forth in the Form 10-K,  Form 10-Q or on Schedule  2.1(y)  hereto,
neither the Company nor any subsidiary has any  employment  contract,  agreement
regarding proprietary information,  non-competition agreement,  non-solicitation
agreement,   confidentiality   agreement,  or  any  other  similar  contract  or
restrictive  covenant,  relating  to the  right  of  any  officer,  employee  or
consultant  to be employed or engaged by the Company or such  subsidiary.  Since
December 31, 2003, no officer,  consultant or key employee of the Company or any
subsidiary whose  termination,  either  individually or in the aggregate,  could
have a Material  Adverse  Effect,  has  terminated  or, to the  knowledge of the
Company,  has any present  intention of  terminating  his or her  employment  or
engagement with the Company or any subsidiary.

            (z)   Absence  of  Certain  Developments.   Except  as  provided  on
Schedule  2.1(z)  hereto,  since June 30,  2004,  neither  the  Company  nor any
subsidiary has:



                  (i)   issued any stock, bonds or other corporate securities or
any right, options or warrants with respect thereto;

                  (ii)  borrowed any amount or incurred or become subject to any
other liabilities  (absolute or contingent) except current liabilities  incurred
in the ordinary  course of business which are comparable in nature and amount to
the current  liabilities  incurred in the ordinary course of business during the
comparable  portion of its prior fiscal year, as adjusted to reflect the current
nature and volume of the business of the Company and its Subsidiaries;

                  (iii) discharged or satisfied any lien or  encumbrance or paid
any  obligation  or  liability  (absolute  or  contingent),  other than  current
liabilities paid in the ordinary course of business;

                  (iv)  declared or made any payment or  distribution of cash or
other  property to  stockholders  with  respect to its stock,  or  purchased  or
redeemed,  or made any  agreements  so to purchase or redeem,  any shares of its
capital stock;

                  (v)   sold, assigned or transferred any other tangible assets,
or canceled any debts or claims, except in the ordinary course of business;


                                       9



                  (vi)  sold,   assigned  or  transferred   any  patent  rights,
trademarks, trade names, copyrights, trade secrets or other intangible assets or
intellectual   property  rights  or  disclosed  any   proprietary   confidential
information to any person except to customers in the ordinary course of business
or to the Purchasers or their representatives;

                  (vii) suffered  any  material  losses or waived  any rights of
material value,  whether or not in the ordinary course of business,  or suffered
the loss of any material amount of prospective business;

                  (viii)made any changes in employee  compensation except in the
ordinary course of business and consistent with past practices;

                  (ix)  made capital  expenditures or commitments  therefor that
aggregate in excess of $100,000;

                  (x)   entered into any material transaction, whether or not in
the ordinary course of business;

                  (xi)  made  charitable  contributions  or pledges in excess of
$25,000;

                  (xii) suffered any material  damage,  destruction  or casualty
loss, whether or not covered by insurance;

                  (xiii)experienced   any  material   problems   with  labor  or
management in connection with the terms and conditions of their employment; or

                  (xiv) entered into an agreement, written or otherwise, to take
any of the foregoing actions.


            (aa)  Public Utility Holding Company Act and Investment  Company Act
Status.  The Company is not a "holding company" or a "public utility company" as
such terms are defined in the Public  Utility  Holding  Company Act of 1935,  as
amended. The Company is not, and as a result of and immediately upon the Closing
will not be, an "investment company" or a company "controlled" by an "investment
company," within the meaning of the Investment Company Act of 1940, as amended.

            (bb)  ERISA.   No   liability  to  the  Pension   Benefit   Guaranty
Corporation  has been incurred with respect to any Plan by the Company or any of
its subsidiaries  which has caused or will cause a Material Adverse Effect.  The
execution  and  delivery  of this  Agreement  and the  issuance  and sale of the
Securities will not involve any transaction which is subject to the prohibitions
of  Section  406 of ERISA or in  connection  with  which a tax could be  imposed
pursuant  to Section  4975 of the  Internal  Revenue  Code of 1986,  as amended,
provided  that,  if any of the  Purchasers,  or any person or entity that owns a
beneficial  interest in any of the Purchasers,  is an "employee  pension benefit
plan"  (within the meaning of Section  3(2) of ERISA) with  respect to which the
Company is a "party in interest" (within the meaning of Section 3(14) of ERISA),


                                       10



the requirements of Sections  407(d)(5) and 408(e) of ERISA, if applicable,  are
met. As used in this  Section  2.1(bb),  the term "Plan" shall mean an "employee
pension  benefit  plan" (as defined in Section 3 of ERISA)  which is or has been
established or maintained,  or to which  contributions are or have been made, by
the  Company  or any  subsidiary  or by any trade or  business,  whether  or not
incorporated,  which,  together  with the  Company or any  subsidiary,  is under
common control, as described in Section 414(b) or (c) of the Code.

            (cc)  Dilutive Effect. The Company understands and acknowledges that
the number of  Conversion  Shares  issuable  upon  conversion  of the Notes will
increase in certain  circumstances.  The Company further  acknowledges  that its
obligation to issue Conversion Shares upon conversion of the Notes in accordance
with this  Agreement and the Notes is absolute and  unconditional  regardless of
the dilutive  effect that such  issuance may have on the  ownership  interest of
other stockholders of the Company.

            (dd)  Independent  Nature of  Purchasers.  The Company  acknowledges
that the  obligations  of each  Purchaser  under the  Transaction  Documents are
several  and not  joint  with the  obligations  of any other  Purchaser,  and no
Purchaser shall be responsible in any way for the performance of the obligations
of any other  Purchaser under the  Transaction  Documents.  The decision of each
Purchaser to purchase the Securities pursuant to this Agreement has been made by
such  Purchaser  independently  of any other purchase and  independently  of any
information,  materials,  statements  or opinions as to the  business,  affairs,
operations, assets, properties,  liabilities,  results of operations,  condition
(financial  or  otherwise)  or prospects  of the Company or of its  Subsidiaries
which may have made or given by any other  Purchaser or by any agent or employee
of any other Purchaser, and no Purchaser or any of its agents or employees shall
have any liability to any Purchaser (or any other person) relating to or arising
from any such  information,  materials,  statements  or  opinions.  The  Company
acknowledges that nothing contained herein, or in any Transaction Document,  and
no action taken by any Purchaser pursuant hereto or thereto,  shall be deemed to
constitute the Purchasers as a partnership,  an association,  a joint venture or
any other kind of entity, or create a presumption that the Purchasers are in any
way  acting in concert or as a group  with  respect to such  obligations  or the
transactions contemplated by the Transaction Documents. The Company acknowledges
that each Purchaser shall be entitled to  independently  protect and enforce its
rights,  including without limitation,  the rights arising out of this Agreement
or out of the other Transaction Documents, and it shall not be necessary for any
other  Purchaser to be joined as an additional  party in any proceeding for such
purpose.

            (ee)  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 of any security or solicited  any offers to
buy any  security  under  circumstances  that would  cause the  offering  of the
Securities  pursuant to this Agreement to be integrated  with prior offerings by
the Company for purposes of the  Securities  Act which would prevent the Company
from selling the Securities  pursuant to Rule 506 under the  Securities  Act, or
any applicable  exchange-related  stockholder approval provisions,  nor will the
Company or any of its affiliates or  subsidiaries  take any action or steps that
would  cause  the  offering  of  the  Securities  to be  integrated  with  other
offerings.  The Company does not have any registration  statement pending before
the Commission or currently  under the  Commission's  review and,  except as set
forth on  Schedule  2.1(ee)  hereto,  since  April 1, 2004,  the Company has not
offered or sold any of its equity or debt securities.


                                       11



            (ff)  (gg) (ff) (hh) (ii) Sarbanes-Oxley Act(jj) . The Company is in
compliance with the applicable provisions of the Sarbanes-Oxley Act of 2002 (the
"Sarbanes-Oxley  Act"),  and the rules and regulations  promulgated  thereunder,
that are  effective  as of the date  hereof,  and  intends to comply  with other
applicable  provisions of the Sarbanes-Oxley  Act, and the rules and regulations
promulgated thereunder, upon the effectiveness of such provisions.

            (gg)  Nasdaq.  The  Company  has  not,  in the  twelve  (12)  months
preceding the date hereof,  received  notice from the Nasdaq  SmallCap Market to
the effect that the Company is not in compliance with the listing or maintenance
requirements  thereof. The Company is, and has no reason to believe that it will
not in the  foreseeable  future  continue  to be,  in  compliance  with all such
listing and  maintenance  requirements.  The issuance and sale of the Securities
hereunder does not contravene the rules and  regulations of the Nasdaq  SmallCap
Market.

            Section 2.2 Representations  and Warranties of the Purchasers.  Each
of the Purchasers hereby makes the following  representations  and warranties to
the  Company  with  respect  solely to itself and not with  respect to any other
Purchaser:

            (a)   Organization and Standing of the Purchasers.  If the Purchaser
is an entity, such Purchaser is a corporation,  partnership or other entity duly
incorporated or organized,  validly existing and in good standing under the laws
of the jurisdiction of its incorporation or organization.

            (b)   Authorization  and Power.  Each  Purchaser  has the  requisite
power and authority to enter into and perform this Agreement and to purchase the
Notes being sold to it hereunder.  The  execution,  delivery and  performance of
this Agreement and the  Registration  Rights Agreement by such Purchaser and the
consummation by it of the transactions contemplated hereby and thereby have been
duly authorized by all necessary corporate or partnership action, and no further
consent  or   authorization  of  such  Purchaser  or  its  Board  of  Directors,
stockholders,  or  partners,  as the  case  may be,  is  required.  Each of this
Agreement  and the  Registration  Rights  Agreement  has been  duly  authorized,
executed and delivered by such Purchaser and  constitutes,  or shall  constitute
when  executed and  delivered,  a valid and binding  obligation of the Purchaser
enforceable against the Purchaser in accordance with the terms thereof.

            (c)   No Conflicts. The execution,  delivery and performance of this
Agreement and the  Registration  Rights  Agreement and the  consummation by such
Purchaser of the transactions contemplated hereby and thereby or relating hereto
do not and  will not (i)  result  in a  violation  of such  Purchaser's  charter
documents or bylaws or other organizational  documents or (ii) conflict with, or
constitute  a default  (or an event  which with  notice or lapse of time or both
would  become a default)  under,  or give to others  any rights of  termination,
amendment,   acceleration  or  cancellation  of  any  agreement,   indenture  or
instrument  or  obligation  to which such  Purchaser  is a party or by which its
properties  or assets are bound,  or result in a violation of any law,  rule, or
regulation, or any order, judgment or decree of any court or governmental agency
applicable  to such  Purchaser  or its  properties  (except for such  conflicts,
defaults and violations as would not,  individually or in the aggregate,  have a


                                       12



material  adverse effect on such  Purchaser).  Such Purchaser is not required to
obtain  any  consent,   authorization  or  order  of,  or  make  any  filing  or
registration with, any court or governmental  agency in order for it to execute,
deliver  or  perform  any  of  its  obligations  under  this  Agreement  or  the
Registration  Rights  Agreement or to purchase the Securities in accordance with
the terms hereof,  provided that for purposes of the representation made in this
sentence,  such  Purchaser  is  assuming  and relying  upon the  accuracy of the
relevant representations and agreements of the Company herein.

            (d)   Acquisition  for  Investment.  Each Purchaser is acquiring the
Securities solely for its own account for the purpose of investment and not with
a view to or for sale in connection with  distribution.  Each Purchaser does not
have a present  intention  to sell the  Securities,  nor a  present  arrangement
(whether or not legally  binding) or intention to effect any distribution of the
Securities to or through any person or entity; provided, however, that by making
the  representations  herein and subject to Section 2.2(h) below, such Purchaser
does not agree to hold the Securities for any minimum or other specific term and
reserves the right to dispose of the  Securities at any time in accordance  with
federal and state securities laws applicable to such disposition. Each Purchaser
acknowledges  that it is able to bear the  financial  risks  associated  with an
investment  in the  Securities  and that it has been given  full  access to such
records of the Company and the  subsidiaries  and to the officers of the Company
and its subsidiaries and received such information as it has deemed necessary or
appropriate  to  conduct  its due  diligence  investigation  and has  sufficient
knowledge  and  experience  in investing in companies  similar to the Company in
terms of the  Company's  stage of  development  so as to be able to evaluate the
risks and merits of its investment in the Company.

            (e)   Status  of  Purchasers.   Such  Purchaser  is  an  "accredited
investor" as defined in Regulation D promulgated  under the Securities Act. Such
Purchaser is not required to be registered as a  broker-dealer  under Section 15
of the Exchange Act and such Purchaser is not a broker-dealer.

            (f)   Opportunities  for  Additional  Information.   Each  Purchaser
acknowledges that such Purchaser has had the opportunity to ask questions of and
receive  answers  from, or obtain  additional  information  from,  the executive
officers  of the  Company  concerning  the  financial  and other  affairs of the
Company,  and to the  extent  deemed  necessary  in  light  of such  Purchaser's
personal  knowledge of the  Company's  affairs,  such  Purchaser  has asked such
questions and received answers to the full  satisfaction of such Purchaser,  and
such Purchaser desires to invest in the Company.

            (g)   No General Solicitation.  Each Purchaser acknowledges that the
Securities were not offered to such Purchaser by means of any form of general or
public   solicitation   or  general   advertising,   or  publicly   disseminated
advertisements or sales literature,  including (i) any  advertisement,  article,
notice or other communication  published in any newspaper,  magazine, or similar
media,  or broadcast over television or radio, or (ii) any seminar or meeting to
which  such   Purchaser   was  invited  by  any  of  the   foregoing   means  of
communications.

            (h)   Rule 144. Such Purchaser  understands that the Securities must
be held indefinitely  unless such Shares are registered under the Securities Act
or an exemption from registration is available. Such Purchaser acknowledges that
such  Purchaser is familiar  with Rule 144 of the rules and  regulations  of the


                                       13



Commission, as amended, promulgated pursuant to the Securities Act ("Rule 144"),
and that such person has been advised  that Rule 144 permits  resales only under
certain  circumstances.  Such Purchaser understands that to the extent that Rule
144 is not  available,  such  Purchaser  will be unable  to sell any  Securities
either  registration  under  the  Securities  Act or the  existence  of  another
exemption from such registration requirement.

            (i)   General.  Such Purchaser understands that the Shares are being
offered and sold in reliance on a transactional  exemption from the registration
requirements  of Federal  and state  securities  laws and the Company is relying
upon the truth and  accuracy  of the  representations,  warranties,  agreements,
acknowledgments  and  understandings of such Purchaser set forth herein in order
to determine the  applicability  of such  exemptions and the suitability of such
Purchaser to acquire the Shares.

            (j)   Independent  Investment.  No Purchaser  has agreed to act with
any other Purchaser for the purpose of acquiring,  holding,  voting or disposing
of the Shares  purchased  hereunder  for  purposes  of Section  13(d)  under the
Exchange  Act, and each  Purchaser is acting  independently  with respect to its
investment in the Shares.



                                  ARTICLE III

                                   COVENANTS

            The Company covenants with each of the Purchasers as follows,  which
covenants are for the benefit of the  Purchasers and their  permitted  assignees
(as defined herein).

            Section 3.1  Securities  Compliance.  The Company  shall  notify the
Commission in accordance  with its rules and  regulations,  of the  transactions
contemplated by any of the Transaction Documents, including filing a Form D with
respect to the  Securities  as required  under  Regulation D, and shall take all
other  necessary  action and  proceedings  as may be required  and  permitted by
applicable  law, rule and  regulation,  for the legal and valid  issuance of the
Securities to the Purchasers or subsequent holders.

            Section 3.2  Registration  and  Listing.  The Company will cause its
Common Stock to continue to be registered  under  Sections 12(b) or 12(g) of the
Exchange  Act,  will  comply  in all  respects  with its  reporting  and  filing
obligations under the Exchange Act, will comply with all requirements related to
any registration  statement filed pursuant to this Agreement or the Registration
Rights Agreement,  and will not take any action or file any document (whether or
not permitted by the  Securities  Act or the rules  promulgated  thereunder)  to
terminate or suspend such  registration or to terminate or suspend its reporting
and filing  obligations  under the Exchange  Act or  Securities  Act,  except as
permitted  herein.  The Company  will take all action  necessary to continue the
listing or trading of its Common Stock on the Nasdaq SmallCap Market.

            Section 3.3  Inspection  Rights.  The Company shall  permit,  during
normal business hours and upon reasonable  request and reasonable  notice,  each
Purchaser or any employees,  agents or representatives  thereof, so long as such
Purchaser  shall  be  obligated   hereunder  to  purchase  the  Notes  or  shall


                                       14



beneficially own any Conversion  Shares which, in the aggregate,  represent more
than 2% of the  total  combined  voting  power  of all  voting  securities  then
outstanding,  for purposes reasonably related to such Purchaser's interests as a
stockholder  to examine  and make  reasonable  copies of and  extracts  from the
records and books of account of, and visit and inspect the  properties,  assets,
operations  and business of the Company and any  subsidiary,  and to discuss the
affairs, finances and accounts of the Company and any subsidiary with any of its
officers, consultants, directors, and key employees.

            Section 3.4  Compliance  with Laws.  The Company shall  comply,  and
cause each subsidiary to comply,  with all applicable laws,  rules,  regulations
and orders, noncompliance with which could have a Material Adverse Effect.

            Section 3.5  Keeping of Records  and Books of  Account.  The Company
shall keep and cause  each  subsidiary  to keep  adequate  records  and books of
account,  in  which  complete  entries  will  be made in  accordance  with  GAAP
consistently applied,  reflecting all financial  transactions of the Company and
its  subsidiaries,  and in which,  for each fiscal year, all proper reserves for
depreciation, depletion, obsolescence,  amortization, taxes, bad debts and other
purposes in connection with its business shall be made.

            Section 3.6 Reporting Requirements.  If the Commission ceases making
periodic  reports  filed under  Section 13 of the Exchange Act available via its
Election Data  Gathering  Retrieval and Analysis  System,  then at a Purchaser's
request the Company  shall  furnish the  following to such  Purchaser so long as
such Purchaser shall be obligated  hereunder to purchase the Securities or shall
beneficially own any Conversion  Shares which, in the aggregate,  represent more
than 2% of the  total  combined  voting  power  of all  voting  securities  then
outstanding:

            (a)   Quarterly  Reports  filed with the  Commission on Form 10-Q as
soon as practical  after the document is filed with the  Commission,  and in any
event  within  fifty-five  (55) days  after  the end of each of the first  three
fiscal quarters of the Company;

            (b)   Annual  Reports filed with the Commission on Form 10-K as soon
as practical after the document is filed with the  Commission,  and in any event
within one hundred  (100) days after the end of each fiscal year of the Company;
and

            (c)   Copies  of all  notices  and  information,  including  without
limitation  notices and proxy  statements in connection with any meetings,  that
are provided to holders of shares of Common  Stock,  contemporaneously  with the
delivery of such notices or information to such holders of Common Stock.

            Section 3.7  Amendments.  The  Company  shall not amend or waive any
provision of the Articles or Bylaws in any way that would  adversely  affect the
conversion rights, voting rights or prepayment rights of the Notes.

            Section 3.8 Other  Agreements.  The Company shall not enter into any
agreement  in which the terms of such  agreement  would  restrict  or impair the
right  or  ability  to  perform  of the  Company  or any  subsidiary  under  any
Transaction Document.


                                       15



            Section 3.9 Distributions.  So long as any Notes remain outstanding,
the Company  agrees that it shall not (i) declare or pay any  dividends  or make
any distributions to any holder(s) of Common Stock or (ii) purchase or otherwise
acquire for value,  directly or  indirectly,  any Common  Stock or other  equity
security of the Company.

            Section 3.10 Intentionally Omitted.

            Section 3.11  Use of  Proceeds.  The  proceeds  from the sale of the
Notes will be used by the  Company for general  corporate  purposes,  including,
without limitation,  acquisitions and the retirement of indebtedness owed to the
lenders set forth on Schedule 3.11 hereto (the "Acquisition Indebtedness").

            Section 3.12 Future  Financings;  Right of First Offer and  Refusal.
(a) During the period commencing on the Closing Date and ending on the date that
is six (6)  months and one (1) day  following  the  Closing  Date,  the  Company
covenants  and agrees that it will not enter into any  subsequent  offer or sale
to, or  exchange  with (or other type of  distribution  to),  any third party (a
"Subsequent  Financing"),  of Common Stock or Preferred  Stock or any securities
convertible,  exercisable or exchangeable  into Common Stock or Preferred Stock,
including  debt   securities  so  convertible   (collectively,   the  "Financing
Securities"),  other than a Permitted Financing. For purposes of this Agreement,
"Permitted  Financing"  shall mean any  transaction  involving (i) the Company's
issuance of any Financing  Securities (other than for cash) in connection with a
merger,  acquisition or consolidation,  (ii) the Company's issuance of Financing
Securities in connection with strategic license  agreements and other partnering
arrangements  so long as such  issuances  are  not for the  purpose  of  raising
capital, (iii) the Company's issuance of Financing Securities in connection with
bona  fide  firm  underwritten  public  offerings  of its  securities,  (iv) the
Company's  issuance  of Common  Stock or the  issuance  or grants of  options to
purchase  Common Stock pursuant to the Company's stock option plans and employee
stock  purchase  plans  outstanding  as they now  exist,  (v) as a result of the
exercise of options or warrants or conversion of convertible  notes or preferred
stock  which are  granted or issued as of the date of this  Agreement,  (vi) the
issuance of up to 1,000,000  shares of Common Stock at a price per share greater
than $1.00, (vii) any warrants issued to the purchasers pursuant to the Series H
Convertible  Preferred Stock Purchase Agreement dated as of November __, 2004 by
and among the Company and the signatories thereto (the "Preferred Stock Purchase
Agreement"),  (viii)  any  warrants  issued  to  the  placement  agent  for  the
transactions  contemplated by the Preferred Stock Purchase  Agreement,  and (ix)
the payment of any  dividends  on the shares of Series H  Convertible  Preferred
Stock issued pursuant to the Preferred Stock Purchase Agreement.

            (b)   During the period commencing on the Closing Date and ending on
the date that is one (1) year following the Closing Date, the Company  covenants
and agrees to promptly notify (in no event later than five (5) days after making
or receiving an applicable  offer) in writing (a "Rights Notice") each Purchaser
of the terms and  conditions of any proposed  Subsequent  Financing.  The Rights
Notice shall describe,  in reasonable detail, the proposed Subsequent Financing,
the proposed  closing date of the  Subsequent  Financing,  which shall be within
thirty (30) calendar days from the date of the Rights Notice, including, without
limitation,  all of the terms and  conditions  thereof and  proposed  definitive
documentation  to be entered into in  connection  therewith.  The Rights  Notice
shall provide each Purchaser an option (the "Rights Option") during the ten (10)
Trading  Days (as  defined in Section  3.17  hereof)  following  delivery of the


                                       16



Rights Notice (the "Option Period") to inform the Company whether such Purchaser
will purchase up to its pro rata portion of the securities being offered in such
Subsequent  Financing on the same, absolute terms and conditions as contemplated
by such Subsequent Financing. If any Purchaser elects not to participate in such
Subsequent  Financing,  the other Purchasers may participate on a pro-rata basis
so long as such  participation  in the  aggregate  does  not  exceed  the  total
Purchase Price hereunder.  For purposes of this Section,  all references to "pro
rata"  means,  for any  Purchaser  electing to  participate  in such  Subsequent
Financing,  the percentage  obtained by dividing (x) the principal amount of the
Notes  purchased  by such  Purchaser  at the Closing by (y) the total  principal
amount of all of the Notes  purchased  at the  Closing by all of the  Purchasers
electing to participate  in such  Subsequent  Financing.  Delivery of any Rights
Notice  constitutes a representation  and warranty by the Company that there are
no other material terms and  conditions,  arrangements,  agreements or otherwise
except  for  those  disclosed  in  the  Rights  Notice,  to  provide  additional
compensation to any party  participating in any proposed  Subsequent  Financing,
including,  but not limited to, additional  compensation based on changes in the
Purchase  Price or any type of reset or  adjustment  of a purchase or conversion
price or to issue additional  securities at any time after the closing date of a
Subsequent Financing.  If the Company does not receive notice of exercise of the
Rights Option from the Purchasers  within the Option  Period,  the Company shall
have the right to close the Subsequent  Financing on the scheduled  closing date
with a third party;  provided that all of the material  terms and  conditions of
the  closing  are the same as those  provided  to the  Purchasers  in the Rights
Notice.  If the closing of the proposed  Subsequent  Financing does not occur on
that date,  any closing of the  contemplated  Subsequent  Financing or any other
Subsequent  Financing  shall be subject to all of the provisions of this Section
3.12,  including,  without limitation,  the delivery of a new Rights Notice. The
provisions  of this  Section  3.12(b)  shall not apply to issuances of Financing
Securities in a Permitted Financing.

            (c) During the period commencing on the Closing Date and ending on 
the date that is thirty six (36) months following the Closing Date, if the
Company enters into any Subsequent Financing, then each Purchaser in its sole
discretion may exchange its Notes then outstanding, valued at one hundred
percent (100%) of their principal amount, for the securities issued or to be
issued in the Subsequent Financing so long as such exchange is in compliance
with applicable securities laws. The Company covenants and agrees to promptly
notify in writing the Purchasers of the terms and conditions of any such
proposed Subsequent Financing. The Company is under no obligation, nor does the
Company have any present intention, to participate in a Subsequent Financing.

            Section 3.13  Reservation  of  Shares.  So long as any of the  Notes
remain outstanding,  the Company shall take all action necessary to at all times
have  authorized,  and reserved  for the purpose of  issuance,  no less than the
aggregate number of shares of Common Stock needed to provide for the issuance of
the Conversion Shares.

            Section 3.14 Transfer  Agent  Instructions.  The Company shall issue
irrevocable  instructions  to its transfer  agent,  and any subsequent  transfer
agent,  to issue  certificates,  registered in the name of each Purchaser or its
respective  nominee(s),  for the Conversion  Shares in such amounts as specified
from time to time by each Purchaser to the Company upon  conversion of the Notes
in the form of  Exhibit E  attached  hereto  (the  "Irrevocable  Transfer  Agent
Instructions").  Prior  to  registration  of the  Conversion  Shares  under  the
Securities  Act,  all  such  certificates  shall  bear  the  restrictive  legend


                                       17



specified  in  Section  5.1 of this  Agreement.  The  Company  warrants  that no
instruction other than the Irrevocable  Transfer Agent Instructions  referred to
in this Section 3.14 will be given by the Company to its transfer agent and that
the Conversion  Shares 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 3.14 shall affect in any
way each  Purchaser's  obligations  and  agreements  set forth in Section 5.1 to
comply with all applicable prospectus delivery requirements, if any, upon resale
of the Shares.  If a Purchaser  provides the Company with an opinion of counsel,
in a generally acceptable form, to the effect that a public sale,  assignment or
transfer of the  Conversion  Shares may be made without  registration  under the
Securities Act or the Purchaser provides the Company with reasonable  assurances
that  the  Conversion  Shares  can be sold  pursuant  to Rule  144  without  any
restriction as to the number of securities acquired as of a particular date that
can then be immediately sold, the Company shall permit the transfer, and, in the
case of the Conversion Shares, promptly instruct its transfer agent to issue one
or more certificates in such name and in such denominations as specified by such
Purchaser and without any restrictive  legend.  The Company  acknowledges that a
breach by it of its obligations  under this Section 3.14 will cause  irreparable
harm to the  Purchasers 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 Section 3.14 will be inadequate
and agrees,  in the event of a breach or threatened breach by the Company of the
provisions  of this Section  3.14,  that the  Purchasers  shall be entitled,  in
addition  to  all  other  available  remedies,  to an  order  and/or  injunction
restraining any breach and requiring  immediate  issuance and transfer,  without
the necessity of showing  economic  loss and without any bond or other  security
being required.

            Section 3.15  Disposition  of  Assets.  So long as the Notes  remain
outstanding,  neither  the  Company  nor  any of its  subsidiaries  shall  sell,
transfer  or  otherwise  dispose  of any of its  properties,  assets  and rights
including,  without limitation,  its software and intellectual  property, to any
person except for sales to customers in the ordinary  course of business or with
the prior written  consent of the holders of a majority of the principal  amount
of the Notes then outstanding.

            Section 3.16 Reporting Status. So long as any Purchaser beneficially
owns any of the Securities,  the Company shall timely file all reports  required
to be filed with the  Commission  pursuant to the Exchange  Act, and the Company
shall not terminate  its status as an issuer  required to file reports under the
Exchange Act even if the Exchange  Act or the rules and  regulations  thereunder
would permit such termination.

            Section 3.17  Disclosure of  Transaction.  The Company shall issue a
press release  describing  the material terms of the  transactions  contemplated
hereby (the "Press Release") as soon as practicable  after the Closing but in no
event  later than four  hours  after the  Closing;  provided,  however,  that if
Closing  occurs  after 4:00 P.M.  Eastern  Time on any Trading  Day, the Company
shall issue the Press Release no later than 9:00 A.M.  Eastern Time on the first
Trading Day  following  the Closing  Date.  The Company shall also file with the
Commission a Current Report on Form 8-K (the "Form 8-K") describing the material
terms of the transactions contemplated hereby (and attaching as exhibits thereto
this  Agreement,  the form of Note, the  Registration  Rights  Agreement and the
Security Agreement) as soon as practicable  following the Closing Date but in no


                                       18



event more than two (2) Trading Days  following  the Closing  Date,  which Press
Release  and Form 8-K  shall be  subject  to prior  review  and  comment  by the
Purchasers.  "Trading Day" means any day during which the Nasdaq SmallCap Market
(or other principal  exchange on which the Common Stock is traded) shall be open
for trading.

            Section  3.18  Disclosure  of  Material  Information.   The  Company
covenants  and agrees that neither it nor any other person  acting on its behalf
has  provided or will  provide any  Purchaser  or its agents or counsel with any
information  that  constitutes  material  non-public  information,  unless prior
thereto such  Purchaser  shall have executed a written  agreement  regarding the
confidentiality  and  use of  such  information.  The  Company  understands  and
confirms that each Purchaser  shall be relying on the foregoing  representations
in effecting transactions in securities of the Company.

            Section 3.19  Pledge of  Securities.  The Company  acknowledges  and
agrees that the Securities may be pledged by any Purchaser in connection  with a
bona fide  margin  agreement  or other  loan or  financing  arrangement  that is
secured by the Common  Stock.  Such a pledge of Common Stock shall not be deemed
to be a transfer,  sale or  assignment  of the Common  Stock  hereunder,  and no
Purchaser  effecting  such a pledge of Common Stock shall be required to provide
the  Company  with any notice  thereof or  otherwise  make any  delivery  to the
Company pursuant to this Agreement or any other Transaction  Document;  provided
that a Purchaser and its pledgee shall be required to comply with the provisions
of Article V hereof in order to effect a sale,  transfer or assignment of Common
Stock to such pledgee. At each Purchaser's expense, the Company hereby agrees to
execute  and deliver  such  documentation  as a pledgee of the Common  Stock may
reasonably  request in connection  with any pledge  contemplated by this Section
3.19.

            Section 3.20 Stockholder Approval. In connection with any Subsequent
Financing,  the Company  covenants  and agrees to use its best efforts to obtain
stockholder  approval to  authorize  the  issuance of shares of Common  Stock in
connection with such  Subsequent  Financing in excess of 19.99% of the number of
shares of Common Stock outstanding immediately prior to the closing date of such
Subsequent Financing.

            Section 3.21 Acquisition Indebtedness. The Company shall use it best
efforts to  arrange  for  extensions  of  payments  due in  connection  with the
Acquisition  Indebtedness  and shall use its best  efforts  to raise  additional
capital through the sale of its equity securities, the proceeds of which will be
used to satisfy the Acquisition Indebtedness.

                                   ARTICLE IV

                                   CONDITIONS

            Section 4.1 Conditions Precedent to the Obligation of the Company to
Sell the Securities.  The obligation  hereunder of the Company to issue and sell
the Notes to the  Purchasers  is subject to the  satisfaction  or waiver,  at or
before the Closing,  of each of the conditions set forth below. These conditions
are for the Company's  sole benefit and may be waived by the Company at any time
in its sole discretion.


                                       19



            (a)   Accuracy of Each Purchaser's  Representations  and Warranties.
The  representations  and warranties of each Purchaser 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 are
expressly made as of a particular  date,  which shall be true and correct in all
material respects as of such date.

            (b)   Performance  by the  Purchasers.  Each  Purchaser  shall  have
performed,  satisfied and complied in all material  respects with all covenants,
agreements and conditions required by this Agreement to be performed,  satisfied
or complied with by such Purchaser at or prior to the Closing.

            (c)   No Injunction. No statute, rule, regulation,  executive order,
decree,  ruling or injunction shall have been enacted,  entered,  promulgated or
endorsed by any court or governmental  authority of competent jurisdiction which
prohibits  the  consummation  of any of the  transactions  contemplated  by this
Agreement.

            (d)   Delivery of Purchase  Price.  The Purchase Price for the Notes
shall have been delivered to the Company at or prior to the Closing Date.

            (e)   Delivery of Transaction  Documents.  The Transaction Documents
to which the Purchasers are parties have been duly executed and delivered by the
Purchasers to the Company.

            Section 4.2 Conditions Precedent to the Obligation of the Purchasers
to Purchase  the  Securities.  The  obligation  hereunder  of each  Purchaser to
acquire and pay for the Notes is subject to the  satisfaction  or waiver,  at or
before the Closing,  of each of the conditions set forth below. These conditions
are for each Purchaser's sole benefit and may be waived by such Purchaser at any
time in its sole discretion.

            (a)   Accuracy of the Company's Representations and Warranties. Each
of the  representations  and warranties of the Company in this Agreement and the
other  Transaction  Documents 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 are  expressly  made as of a
particular date), which shall be true and correct in all material respects as of
such date.

            (b)   Performance by the Company.  The Company shall have performed,
satisfied  and  complied in all  respects  with all  covenants,  agreements  and
conditions  required  by  this  Agreement  other  Transaction  Documents  to  be
performed, satisfied or complied with by the Company at or prior to the Closing.

            (c)   No  Suspension,  Etc.  Trading in the  Company's  Common Stock
shall not have been  suspended by the Commission or the Nasdaq  SmallCap  Market
(except  for any  suspension  of trading of  limited  duration  agreed to by the
Company,  which suspension shall be terminated prior to the Closing Date),  and,
at any time prior to the  Closing  Date,  trading  in  securities  generally  as
reported  by  Bloomberg  Financial  Markets  ("Bloomberg")  shall  not have been
suspended  or limited,  or minimum  prices  shall not have been  established  on
securities  whose  trades are  reported by  Bloomberg,  or on the New York Stock
Exchange, nor shall a banking moratorium have been declared either by the United
States or New York State authorities.


                                       20



            (d)   No Injunction. No statute, rule, regulation,  executive order,
decree,  ruling or injunction shall have been enacted,  entered,  promulgated or
endorsed by any court or governmental  authority of competent jurisdiction which
prohibits  the  consummation  of any of the  transactions  contemplated  by this
Agreement.

            (e)   No Proceedings or  Litigation.  No action,  suit or proceeding
before any arbitrator or any  governmental  authority shall have been commenced,
and no investigation  by any governmental  authority shall have been threatened,
against the Company or any  subsidiary,  or any of the  officers,  directors  or
affiliates  of the Company or any  subsidiary  seeking to  restrain,  prevent or
change the  transactions  contemplated by this Agreement,  or seeking damages in
connection with such transactions.

            (f)   Security  Agreement.  At the Closing,  the Company  shall have
executed and delivered the Security Agreement to each Purchaser.

            (g)   Opinion of Counsel,  Etc. At the Closing, the Purchasers shall
have  received an opinion of counsel to the Company,  dated the Closing Date, in
the form of Exhibit F hereto,  and such other certificates and documents as each
Purchaser or its counsel shall reasonably require incident to the Closing.

            (h)   Registration  Rights  Agreement.  At the Closing,  the Company
shall have  executed and  delivered the  Registration  Rights  Agreement to each
Purchaser.

            (i)   Notes.  The Company  shall have executed and delivered to each
Purchaser the Notes (in such  denominations  as such  Purchaser  shall  request)
being acquired by such Purchaser at the Closing.

            (j)   Resolutions.  The Board of Directors of the Company shall have
adopted  resolutions  consistent with Section 2.1(b) hereof in a form reasonably
acceptable to such Purchaser (the "Resolutions").

            (k)   Reservation  of Shares.  As of the Closing  Date,  the Company
shall have reserved out of its authorized and unissued Common Stock,  solely for
the purpose of  effecting  the  conversion  of the Notes,  a number of shares of
Common Stock equal to one hundred ten percent (110%) of the aggregate  number of
Conversion  Shares  issuable  upon  conversion of the Notes  outstanding  on the
Closing Date.

            (l)   Transfer Agent  Instructions.  The Irrevocable  Transfer Agent
Instructions,  in the  form of  Exhibit  E  attached  hereto,  shall  have  been
delivered to and acknowledged in writing by the Company's transfer agent.

            (m)   Secretary's  Certificate.  The Company shall have delivered to
such  Purchaser a secretary's  certificate,  dated as of the Closing Date, as to
(i) the Resolutions,  (ii) the Articles,  (iii) the Bylaws, each as in effect at
the  Closing,  and (iv) the  authority  and  incumbency  of the  officers of the
Company executing the Transaction  Documents and any other documents required to
be executed or delivered in connection therewith.


                                       21



            (n)   Officer's Certificate. The Company shall have delivered to the
Purchasers a certificate of an executive officer of the Company, dated as of the
Closing  Date,  confirming  the  accuracy  of  the  Company's   representations,
warranties and covenants as of the Closing Date and confirming the compliance by
the Company with the  conditions  precedent  set forth in this Section 4.2 as of
the Closing Date.

            (o)   UCC Financing Statements. The Company shall have filed all UCC
financing statements in form and substance satisfactory to the Purchasers at the
appropriate  offices to create a valid and  perfected  security  interest in the
Collateral (as defined in the Security Agreement).

            (p)   Material Adverse Effect. No Material Adverse Effect shall have
occurred at or before the Closing Date.

                                   ARTICLE V

                            STOCK CERTIFICATE LEGEND

            Section 5.1  Legend.  Each  certificate  representing  the Notes and
Conversion  Shares  shall  be  stamped  or  otherwise  imprinted  with a  legend
substantially  in the  following  form (in  addition  to any legend  required by
applicable state securities or "blue sky" laws):

            THESE  SECURITIES  REPRESENTED BY THIS  CERTIFICATE (THE
            "SECURITIES")   HAVE  NOT  BEEN  REGISTERED   UNDER  THE
            SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "SECURITIES
            ACT") OR ANY STATE  SECURITIES LAWS AND MAY NOT BE SOLD,
            TRANSFERRED OR OTHERWISE  DISPOSED OF UNLESS  REGISTERED
            UNDER  THE  SECURITIES  ACT AND UNDER  APPLICABLE  STATE
            SECURITIES  LAWS OR  MULTIBAND  CORPORATION  SHALL  HAVE
            RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH
            SECURITIES  UNDER  THE  SECURITIES  ACT  AND  UNDER  THE
            PROVISIONS OF APPLICABLE  STATE  SECURITIES  LAWS IS NOT
            REQUIRED.

            The Company agrees to reissue  certificates  representing any of the
Conversion  Shares without the legend set forth above if at such time,  prior to
making any  transfer  of any such  securities,  such holder  thereof  shall give
written  notice to the Company  describing the manner and terms of such transfer
and removal as the Company may reasonably  request.  Such proposed  transfer and
removal will not be effected  until:  (a) either (i) the Company has received an
opinion of counsel  reasonably  satisfactory to the Company,  to the effect that
the  registration  of the  Conversion  Shares  under the  Securities  Act is not
required  in  connection  with  such  proposed  transfer,  (ii)  a  registration
statement  under the Securities Act covering such proposed  disposition has been
filed by the Company  with the  Commission  and has become  effective  under the
Securities  Act,  (iii) the  Company  has  received  other  evidence  reasonably
satisfactory to the Company that such registration and  qualification  under the


                                       22



Securities Act and state  securities  laws are not required,  or (iv) the holder
provides the Company with  reasonable  assurances that such security can be sold
pursuant to Rule 144 under the  Securities  Act;  and (b) either (i) the Company
has received an opinion of counsel  reasonably  satisfactory to the Company,  to
the effect that registration or qualification under the securities or "blue sky"
laws of any state is not required in connection with such proposed  disposition,
or (ii) compliance with applicable  state securities or "blue sky" laws has been
effected or a valid  exemption  exists with  respect  thereto.  The Company will
respond to any such notice from a holder  within five (5) business  days. In the
case of any  proposed  transfer  under this  Section  5.1,  the Company will use
reasonable  efforts to comply with any such applicable state securities or "blue
sky" laws,  but shall in no event be required,  (x) to qualify to do business in
any state  where it is not then  qualified,  (y) to take any  action  that would
subject it to tax or to the general  service of process in any state where it is
not then subject,  or (z) to comply with state  securities or "blue sky" laws of
any state for which  registration by coordination is unavailable to the Company.
The restrictions on transfer  contained in this Section 5.1 shall be in addition
to,  and  not by way of  limitation  of,  any  other  restrictions  on  transfer
contained  in any  other  section  of this  Agreement.  Whenever  a  certificate
representing  the  Conversion  Shares is  required  to be issued to a  Purchaser
without a legend, in lieu of delivering physical  certificates  representing the
Conversion Shares, provided the Company's transfer agent is participating in the
Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the
Company  shall use its  reasonable  best efforts to cause its transfer  agent to
electronically  transmit the  Conversion  Shares to a Purchaser by crediting the
account of such Purchaser's Prime Broker with DTC through its Deposit Withdrawal
Agent  Commission  ("DWAC")  system  (to the extent  not  inconsistent  with any
provisions of this Agreement).

                                   ARTICLE VI

                                 INDEMNIFICATION

            Section 6.1 General  Indemnity.  The Company agrees to indemnify and
hold  harmless  the  Purchasers  (and  their  respective  directors,   officers,
affiliates, agents, successors and assigns) from and against any and all losses,
liabilities,  deficiencies,  costs,  damages and  expenses  (including,  without
limitation,  reasonable attorneys' fees, charges and disbursements)  incurred by
the  Purchasers  or any such other  persons as a result of any  inaccuracy in or
breach of the  representations,  warranties  or  covenants  made by the  Company
herein.  Each  Purchaser  severally but not jointly agrees to indemnify and hold
harmless the Company and its directors, officers, affiliates, agents, successors
and assigns  from and against  any and all  losses,  liabilities,  deficiencies,
costs,   damages  and  expenses  (including,   without  limitation,   reasonable
attorneys' fees, charges and disbursements) incurred by the Company as result of
any inaccuracy in or breach of the representations, warranties or covenants made
by such  Purchaser  herein.  The maximum  aggregate  liability of each Purchaser
pursuant  to its  indemnification  obligations  under this  Article VI shall not
exceed the portion of the Purchase Price paid by such Purchaser hereunder.


                                       23



            Section  6.2  Indemnification   Procedure.  Any  party  entitled  to
indemnification under this Article VI (an "indemnified party") will give written
notice  to the  indemnifying  party of any  matters  giving  rise to a claim for
indemnification;   provided,   that  the  failure  of  any  party   entitled  to
indemnification  hereunder  to give notice as provided  herein shall not relieve
the  indemnifying  party of its obligations  under this Article VI except to the
extent that the  indemnifying  party is actually  prejudiced  by such failure to
give  notice.  In case any  action,  proceeding  or claim is brought  against an
indemnified party in respect of which  indemnification is sought hereunder,  the
indemnifying  party  shall be  entitled  to  participate  in and,  unless in the
reasonable  judgment of the indemnified  party a conflict of interest between it
and the indemnifying party may exist with respect of such action,  proceeding or
claim, to assume the defense thereof with counsel reasonably satisfactory to the
indemnified  party.  In  the  event  that  the  indemnifying  party  advises  an
indemnified  party  that  it  will  contest  such a  claim  for  indemnification
hereunder,  or fails,  within thirty (30) days of receipt of any indemnification
notice to notify, in writing,  such person of its election to defend,  settle or
compromise,  at its sole cost and expense,  any action,  proceeding or claim (or
discontinues its defense at any time after it commences such defense),  then the
indemnified party may, at its option,  defend, settle or otherwise compromise or
pay such action or claim. In any event,  unless and until the indemnifying party
elects in writing to assume  and does so assume the  defense of any such  claim,
proceeding or action, the indemnified  party's costs and expenses arising out of
the defense,  settlement or  compromise of any such action,  claim or proceeding
shall be losses subject to  indemnification  hereunder.  The  indemnified  party
shall  cooperate  fully  with  the  indemnifying  party in  connection  with any
negotiation or defense of any such action or claim by the indemnifying party and
shall furnish to the indemnifying party all information  reasonably available to
the indemnified  party which relates to such action or claim.  The  indemnifying
party shall keep the  indemnified  party  fully  apprised at all times as to the
status of the defense or any settlement  negotiations  with respect thereto.  If
the  indemnifying  party  elects to defend  any such  action or claim,  then the
indemnified  party shall be entitled to participate in such defense with counsel
of its choice at its sole cost and expense.  The indemnifying party shall not be
liable for any settlement of any action,  claim or proceeding  effected  without
its prior written  consent.  Notwithstanding  anything in this Article VI to the
contrary,  the  indemnifying  party shall not,  without the indemnified  party's
prior written consent, settle or compromise any claim or consent to entry of any
judgment  in  respect  thereof  which  imposes  any  future  obligation  on  the
indemnified party or which does not include,  as an unconditional  term thereof,
the  giving by the  claimant  or the  plaintiff  to the  indemnified  party of a
release  from all  liability  in  respect  of such  claim.  The  indemnification
required  by this  Article VI shall be made by  periodic  payments of the amount
thereof  during the course of  investigation  or defense,  as and when bills are
received or expense,  loss,  damage or  liability  is  incurred,  so long as the
indemnified party  irrevocably  agrees to refund such moneys if it is ultimately
determined by a court of competent jurisdiction that such party was not entitled
to  indemnification.  The  indemnity  agreements  contained  herein  shall be in
addition to (a) any cause of action or similar rights of the  indemnified  party
against  the  indemnifying   party  or  others,  and  (b)  any  liabilities  the
indemnifying party may be subject to pursuant to the law.

                                  ARTICLE VII

                                  MISCELLANEOUS


                                       24



            Section 7.1 Fees and Expenses. Except as otherwise set forth in this
Agreement,  the Security  Agreement or the Registration  Rights Agreement,  each
party shall pay the fees and expenses of its advisors, counsel,  accountants and
other experts,  if any, and all other expenses,  incurred by such party incident
to the  negotiation,  preparation,  execution,  delivery and performance of this
Agreement,  provided that the Company shall pay all actual  attorneys'  fees and
expenses  (including  disbursements and out-of-pocket  expenses) incurred by the
Purchasers in connection with (i) the  preparation,  negotiation,  execution and
delivery of this Agreement,  the Notes, the Security Agreement, the Registration
Rights   Agreement  and  the  transactions   contemplated   thereunder  and  the
preparation, negotiation, execution and delivery of the Preferred Stock Purchase
Agreement and the transactions  contemplated thereunder,  which payment shall be
made in cash at Closing and shall not exceed $30,000 (exclusive of disbursements
and  out-of-pocket  expenses),  of which  $20,000  shall be payable  directly to
Gryphon  Master Fund,  L.P.  and/or its counsel to reimburse it for the fees and
expenses, including attorneys' fees, in connection with its due diligence review
of the  Company  and review of the  Transaction  Documents,  (ii) the filing and
declaration of effectiveness by the Commission of the Registration Statement (as
defined  in  the  Registration  Rights  Agreement)  and  (iii)  any  amendments,
modifications  or  waivers  of this  Agreement  or any of the other  Transaction
Documents.  In addition,  the Company shall pay all reasonable fees and expenses
incurred by the Purchasers in connection  with the enforcement of this Agreement
or any of the other Transaction Documents,  including,  without limitation,  all
reasonable  attorneys'  fees and  expenses.  The Company  shall pay all stamp or
other  similar  taxes and  duties  levied in  connection  with  issuance  of the
Securities pursuant hereto.

            Section 7.2 Specific Enforcement, Consent to Jurisdiction.

            (a)   The  Company  and the  Purchasers  acknowledge  and agree that
irreparable  damage would occur in the event that any of the  provisions of this
Agreement,  the  Notes,  the  Security  Agreement  or  the  Registration  Rights
Agreement  were not performed in accordance  with their  specific  terms or were
otherwise breached.  It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent or cure breaches of the provisions of
this Agreement,  the Notes, the Security  Agreement or the  Registration  Rights
Agreement  and to  enforce  specifically  the  terms  and  provisions  hereof or
thereof,  this being in addition to any other remedy to which any of them may be
entitled by law or equity.

            (b)   Each of the Company and the Purchasers (i) hereby  irrevocably
submits to the  jurisdiction  of the United States District Court sitting in the
Southern District of New York and the courts of the State of New York located in
New York county for the purposes of any suit,  action or proceeding  arising out
of or relating to this  Agreement or any of the other  Transaction  Documents or
the  transactions  contemplated  hereby or thereby and (ii) hereby  waives,  and
agrees not to assert in any such suit,  action or proceeding,  any claim that it
is not  personally  subject to the  jurisdiction  of such court,  that the suit,
action or  proceeding is brought in an  inconvenient  forum or that the venue of
the  suit,  action  or  proceeding  is  improper.  Each of the  Company  and the
Purchasers  consents  to  process  being  served  in any such  suit,  action  or
proceeding  by mailing a copy thereof to such party at the address in effect for
notices to it under this Agreement and agrees that such service shall constitute
good and  sufficient  service of process  and  notice  thereof.  Nothing in this
Section 7.2 shall affect or limit any right to serve process in any other manner
permitted by law.


                                       25



            Section 7.3 Entire  Agreement;  Amendment.  This  Agreement  and the
other Transaction  Documents  contain the entire  understanding and agreement of
the  parties  with  respect  to  the  matters  covered  hereby  and,  except  as
specifically  set forth  herein or in the  Transaction  Documents,  neither  the
Company nor any of the Purchasers makes any representations,  warranty, covenant
or  undertaking  with  respect  to such  matters  and they  supersede  all prior
understandings  and agreements with respect to said subject matter, all of which
are merged herein. No provision of this Agreement may be waived or amended other
than by a written  instrument  signed by the Company and the holders of at least
three-fourths  (3/4) of the principal amount of the Notes then outstanding,  and
no provision hereof may be waived other than by an a written  instrument  signed
by the party against whom enforcement of any such amendment or waiver is sought.
No such amendment  shall be effective to the extent that it applies to less than
all of the  holders of the Notes then  outstanding.  No  consideration  shall be
offered or paid to any person to amend or consent to a waiver or modification of
any provision of any of the Transaction  Documents unless the same consideration
is also offered to all of the parties to the Transaction Documents or holders of
the Notes, as the case may be.

            Section 7.4 Notices. Any notice,  demand,  request,  waiver or other
communication  required or permitted to be given  hereunder  shall be in writing
and shall be  effective  (a) upon hand  delivery,  telecopy or  facsimile at the
address or number designated below (if delivered on a business day during normal
business  hours where such notice is to be received),  or the first business day
following such delivery (if delivered other than on a business day during normal
business  hours  where  such  notice  is to be  received)  or (b) on the  second
business day following  the date of mailing by express  courier  service,  fully
prepaid,  addressed to such  address,  or upon actual  receipt of such  mailing,
whichever shall first occur. The addresses for such communications shall be:

            If to the Company:     Multiband Corporation
                                   9449 Science Center Drive
                                   New Hope, MN 55428
                                   Attention:
                                   Tel No.: (763) 504-3000
                                   Fax No.: (763) 504-3060

            with copies to:        [Insert Address]

            If to any Purchaser:   At the address of such Purchaser set forth on
                                   Exhibit A to this Agreement, with copies to
                                   Purchaser's counsel as set forth on Exhibit A
                                   or  as specified in writing by such Purchaser
                                   with copies to:

                                   Jenkens & Gilchrist Parker Chapin LLP
                                   The Chrysler Building
                                   405 Lexington Avenue
                                   New York, NY 10174
                                   Attention: Christopher S. Auguste, Esq.
                                   Tel No.: (212) 704-6000
                                   Fax No.: (212) 704-6288


                                       26



            Any  party  hereto  may from time to time  change  its  address  for
notices by giving at least ten (10) days written notice of such changed  address
to the other party hereto.

            Section 7.5  Waivers.  No waiver by either party of any default with
respect to any provision,  condition or  requirement of this Agreement  shall be
deemed  to be a  continuing  waiver  in the  future  or a  waiver  of any  other
provisions,  condition or requirement hereof, nor shall any delay or omission of
any party to exercise any right  hereunder in any manner  impair the exercise of
any such right accruing to it thereafter.

            Section 7.6 Headings.  The article,  section and subsection headings
in this  Agreement are for  convenience  only and shall not constitute a part of
this  Agreement for any other purpose and shall not be deemed to limit or affect
any of the provisions hereof.

            Section 7.7 Successors and Assigns.  This Agreement shall be binding
upon and inure to the benefit of the parties and their successors and assigns.

            Section 7.8 No 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.

            Section 7.9 Governing Law. This  Agreement  shall be governed by and
construed in accordance with the internal laws of the State of New York, without
giving  effect to any of the conflicts of law  principles  which would result in
the application of the substantive law of another  jurisdiction.  This Agreement
shall not be  interpreted or construed  with any  presumption  against the party
causing this Agreement to be drafted.

            Section 7.10 Waiver of Jury Trial.  Each party hereto  hereby waives
to the fullest  extent  permitted by applicable  law, any right it may have to a
trial by jury in respect of any  litigation  directly or indirectly  arising out
of,  under,  or in  connection  with,  this  Agreement.  Each  party  hereto (A)
certifies  that no  representative,  agent or  attorney  of any other  party has
represented  expressly  or  otherwise,  that such other  party would not, in the
event of litigation,  seek to enforce the foregoing  waiver and (B) acknowledges
that it and the other  parties  hereto  have  been  induced  to enter  into this
Agreement,  by among other things, the mutual waivers and certifications in this
Section 7.10.

            Section 7.11  Survival.  The  representations  and warranties of the
Company and the Purchasers  contained in Sections  2.1(o) and (s) should survive
indefinitely  and those  contained in Article II, with the exception of Sections
2.1(o) and (s), shall survive the execution and delivery  hereof and the Closing
until the date three (3) years from the Closing  Date,  and the  agreements  and
covenants  set forth in  Articles  I, III,  VI and VII of this  Agreement  shall
survive the execution and delivery hereof and the Closing  hereunder;  provided,
that Sections 3.1, 3.2, 3.4, 3.5, 3.7, 3.8, 3.9, 3.10,  3.11,  3.13, 3.14, 3.15,
3.16,  and 3.18 shall not expire until the  Registration  Statement  required by
Section 2 of the  Registration  Rights  Agreement  is no longer  required  to be
effective under the terms and conditions of Registration Rights Agreement.


                                       27



            Section 7.12  Counterparts.  This  Agreement  may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument and shall become effective when counterparts have been signed by
each party and delivered to the other parties hereto,  it being  understood that
all parties need not sign the same  counterpart.  In the event any  signature is
delivered  by  facsimile  transmission,  the party  using such means of delivery
shall cause four additional executed signature pages to be physically  delivered
to the other parties within five days of the execution and delivery hereof.

            Section  7.13  Publicity.  The  Company  agrees  that  it  will  not
disclose,  and will not  include  in any  public  announcement,  the name of the
Purchasers  without  the  consent  of  the  Purchasers  unless  and  until  such
disclosure  is required by law or  applicable  regulation,  and then only to the
extent of such requirement.

            Section 7.14  Severability.  The provisions of this  Agreement,  the
Notes,  the  Security  Agreement  and  the  Registration  Rights  Agreement  are
severable  and,  in the event  that any court of  competent  jurisdiction  shall
determine  that  any  one or more of the  provisions  or part of the  provisions
contained  in  this  Agreement,   the  Notes,  the  Security  Agreement  or  the
Registration  Rights  Agreement  shall,  for any reason,  be held to be invalid,
illegal  or  unenforceable  in  any  respect,  such  invalidity,  illegality  or
unenforceability  shall not affect any other provision or part of a provision of
this Agreement,  the Notes, the Security  Agreement or the  Registration  Rights
Agreement  shall be  reformed  and  construed  as if such  invalid or illegal or
unenforceable  provision,  or part of such  provision,  had never been contained
herein,  so that such  provisions  would be valid,  legal and enforceable to the
maximum extent possible.

            Section 7.15  Further  Assurances.  From and  after the date of this
Agreement, upon the request of any Purchaser or the Company, each of the Company
and the  Purchasers  shall  execute and deliver such  instrument,  documents and
other writings as may be reasonably  necessary or desirable to confirm and carry
out and to  effectuate  fully the intent and  purposes  of this  Agreement,  the
Security Agreement, the Securities and the Registration Rights Agreement.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       28




            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly  executed by their  respective  authorized  officer as of the date first
above written.

                                                MULTIBAND CORPORATION



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




                                                PURCHASER



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















                                EXHIBIT A TO THE
                           NOTE PURCHASE AGREEMENT FOR
                              MULTIBAND CORPORATION





NAMES AND ADDRESSES                             DOLLAR AMOUNT OF
OF PURCHASERS                                   INVESTMENT
-------------------                             ----------------













                                EXHIBIT B TO THE
                           NOTE PURCHASE AGREEMENT FOR
                              MULTIBAND CORPORATION

                                  FORM OF NOTE










                                EXHIBIT C TO THE
                           NOTE PURCHASE AGREEMENT FOR
                              MULTIBAND CORPORATION

                      FORM OF REGISTRATION RIGHTS AGREEMENT











                                EXHIBIT D TO THE
                           NOTE PURCHASE AGREEMENT FOR
                              MULTIBAND CORPORATION

                           FORM OF SECURITY AGREEMENT











                                EXHIBIT E TO THE
                           NOTE PURCHASE AGREEMENT FOR
                              MULTIBAND CORPORATION

                 FORM OF IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                              MULTIBAND CORPORATION

                                                          as of November _, 2004

[Name and address of Transfer Agent]

Attn:  _____________



LADIES AND GENTLEMEN:

            Reference  is made to that  certain  Note  Purchase  Agreement  (the
"Purchase  Agreement"),  dated as of  November _, 2004,  by and among  Multiband
Corporation,  a Minnesota corporation (the "COMPANY"),  and the purchasers named
therein  (collectively,  the  "PURCHASERS")  pursuant  to which the  Company  is
issuing to the Purchasers  secured  convertible  promissory notes (the "NOTES"),
convertible  into shares of the Company's  common stock,  no par value per share
(the "COMMON STOCK").  This letter shall serve as our irrevocable  authorization
and direction to you (provided that you are the transfer agent of the Company at
such time) to issue  shares of Common  Stock upon  conversion  of the Notes (the
"CONVERSION  SHARES") to or upon the order of a Purchaser from time to time upon
(i)  surrender  to you of a  properly  completed  and duly  executed  Conversion
Notice,  in the form  attached  hereto  as  Exhibit  I,  (ii) a copy of the Note
representing   the  principal  amount  of  the  Notes  being  converted  (or  an
indemnification  undertaking  with respect to such Note in the case of its loss,
theft  or  destruction),  and  (iii)  delivery  of a  treasury  order  or  other
appropriate order duly executed by a duly authorized officer of the Company.  So
long as you have previously  received (x) written  confirmation  from counsel to
the Company that a  registration  statement  covering  resales of the Conversion
Shares has been declared  effective by the  Securities  and Exchange  Commission
(the "SEC") under the Securities  Act of 1933, as amended (the "1933 ACT"),  and
no  subsequent  notice  by the  Company  or its  counsel  of the  suspension  or
termination of its effectiveness and (y) a copy of such registration  statement,
and if the Purchaser  represents in writing that the Conversion Shares were sold
pursuant to the  Registration  Statement,  then  certificates  representing  the
Conversion  Shares  shall  not  bear  any  legend  restricting  transfer  of the
Conversion  Shares  thereby  and  should  not be  subject  to any  stop-transfer
restriction.  Provided,  however,  that if you have not previously  received (i)
written  confirmation from counsel to the Company that a registration  statement
covering resales of the Conversion Shares has been declared effective by the SEC
under the 1933 Act,  and (ii) a copy of such  registration  statement,  then the
certificates for the Conversion Shares shall bear the following legend:

                  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
            BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
            (THE SECURITIES  ACT"),  OR ANY STATE  SECURITIES LAWS AND MAY
            NOT BE SOLD,  TRANSFERRED  OR  OTHERWISE  DISPOSED  OF  UNLESS
            REGISTERED  UNDER  THE  SECURITIES  ACT  OR  APPLICABLE  STATE
            SECURITIES LAWS, OR MULTIBAND  CORPORATION SHALL HAVE RECEIVED





            AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES
            UNDER  THE   SECURITIES   ACT  AND  UNDER  THE  PROVISIONS  OF
            APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED."

and,  provided  further,  that the  Company  may from time to time notify you to
place  stop-transfer  restrictions on the certificates for the Conversion Shares
in the event a registration  statement covering the Conversion Shares is subject
to amendment for events then current.

           A form of written  confirmation  from  counsel to the Company  that a
registration  statement  covering  resales  of the  Conversion  Shares  has been
declared  effective by the SEC under the 1933 Act is attached  hereto as Exhibit
II.

           Please be advised that the Purchasers are relying upon this letter as
an  inducement  to enter into the  Purchase  Agreement  and,  accordingly,  each
Purchaser is a third party beneficiary to these instructions.

           Please execute this letter in the space indicated to acknowledge your
agreement  to act in  accordance  with these  instructions.  Should you have any
questions concerning this matter, please contact me at ___________.

                                                Very truly yours,

                                                MULTIBAND CORPORATION


                                                By:_____________________________
                                                  Name:_________________________
                                                  Title:________________________


ACKNOWLEDGED AND AGREED:

[TRANSFER AGENT]

By:__________________________________
   Name:_____________________________
   Title:____________________________
   Date:_____________________________






                                    EXHIBIT I

                              MULTIBAND CORPORATION
                                CONVERSION NOTICE

     (To be Executed by the Registered Holder in order to Convert the Note)

The undersigned hereby  irrevocably elects to convert $ ________________  of the
principal  amount of the above Note No. CN-04-___ into shares of Common Stock of
Multiband  Corporation (the "Maker")  according to the conditions  hereof, as of
the date written below.

Date of Conversion _________________________________________________________

Applicable Conversion Price __________________________________________________

Number of shares of Common Stock beneficially owned or deemed beneficially owned
by the Holder on the Date of Conversion:__________________________________



Signature___________________________________________________________________
        [Name]

Address:__________________________________________________________________
        __________________________________________________________________








                                   EXHIBIT II

                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT

[Name and address of Transfer Agent]

Attn:  _____________



            Re:   MULTIBAND CORPORATION

Ladies and Gentlemen:

           We are counsel to Multiband Corporation, a Minnesota corporation (the
"COMPANY"),  and have  represented  the Company in connection  with that certain
Note Purchase  Agreement  (the  "PURCHASE  AGREEMENT"),  dated as of November _,
2004, by and among the Company and the purchasers  named therein  (collectively,
the "PURCHASERS") pursuant to which the Company issued to the Purchasers secured
convertible  promissory  notes (the  "NOTES"),  convertible  into  shares of the
Company's common stock, no par value per share (the "COMMON STOCK"). Pursuant to
the Purchase Agreement,  the Company has also entered into a Registration Rights
Agreement with the Purchasers (the "REGISTRATION RIGHTS AGREEMENT"), dated as of
November _, 2004,  pursuant to which the Company agreed,  among other things, to
register  the  Registrable  Securities  (as defined in the  Registration  Rights
Agreement), including the shares of Common Stock issuable upon conversion of the
Notes,  under the  Securities  Act of 1933,  as  amended  (the "1933  ACT").  In
connection  with  the  Company's   obligations  under  the  Registration  Rights
Agreement, on ________________, 2004, the Company filed a Registration Statement
on Form S-1 (File No.  333-________)  (the  "REGISTRATION  STATEMENT")  with the
Securities  and Exchange  Commission  (the "SEC")  relating to the resale of the
Registrable  Securities which names each of the present  Purchasers as a selling
stockholder thereunder.

           In connection with the foregoing,  we advise you that a member of the
SEC's  staff has  advised  us by  telephone  that the SEC has  entered  an order
declaring the Registration Statement effective under the 1933 Act at [ENTER TIME
OF  EFFECTIVENESS]  on [ENTER DATE OF  EFFECTIVENESS]  and we have no knowledge,
after  telephonic  inquiry of a member of the SEC's  staff,  that any stop order
suspending its  effectiveness  has been issued or that any  proceedings for that
purpose are pending  before,  or  threatened  by, the SEC and  accordingly,  the
Registrable  Securities  are available for resale under the 1933 Act pursuant to
the Registration Statement.

                                                Very truly yours,

                                                [COMPANY COUNSEL]

                                                By:_____________________________


cc:   [LIST NAMES OF PURCHASERS]






                                EXHIBIT F TO THE
                           NOTE PURCHASE AGREEMENT FOR
                              MULTIBAND CORPORATION

                           FORM OF OPINION OF COUNSEL

      1.    The Company is a corporation duly incorporated, validly existing and
in good standing  under the laws of the state of Minnesota and has the requisite
corporate  power to own,  lease and operate its  properties  and assets,  and to
carry on its business as presently conducted. The Company is duly qualified as a
foreign corporation to do business and is in good standing in every jurisdiction
in which the nature of the business conducted or property owned by it makes such
qualification necessary.

      2.    The Company has the requisite corporate power and authority to enter
into and perform its obligations  under the  Transaction  Documents and to issue
the Notes and the Common  Stock  issuable  upon  conversion  of the  Notes.  The
execution,  delivery and performance of each of the Transaction Documents by the
Company and the consummation by it of the transactions contemplated thereby have
been duly and  validly  authorized  by all  necessary  corporate  action  and no
further consent or authorization  of the Company,  its Board of Directors or its
stockholders  is  required.  Each of the  Transaction  Documents  have been duly
executed  and  delivered,  and the Notes  have been duly  executed,  issued  and
delivered by the Company and each of the  Transaction  Documents  constitutes  a
legal,  valid and  binding  obligation  of the Company  enforceable  against the
Company in accordance with its respective  terms. The Common Stock issuable upon
conversion  of the Notes are not  subject  to any  preemptive  rights  under the
Articles of Incorporation or the Bylaws.

      3.    The Notes have been duly  authorized  and,  when  delivered  against
payment in full as provided in the Purchase  Agreement,  will be validly issued,
fully  paid  and  nonassessable.  The  shares  of  Common  Stock  issuable  upon
conversion of the Notes have been duly authorized and reserved for issuance, and
when delivered upon conversion as provided in the Notes, will be validly issued,
fully paid and nonassessable.

      4.    The execution,  delivery and  performance of and compliance with the
terms of the Transaction  Documents and the issuance of the Notes and the Common
Stock issuable upon  conversion of the Notes do not (a) violate any provision of
the Articles of  Incorporation  or Bylaws,  (b) conflict  with,  or constitute a
default (or an event  which with notice or lapse of time or both would  become a
default)  under,  or  give to  others  any  rights  of  termination,  amendment,
acceleration  or  cancellation  of, any material  agreement,  mortgage,  deed of
trust, indenture, note, bond, license, lease agreement, instrument or obligation
to which the Company is a party and which is set forth on Schedule I, (c) create
or impose a lien, charge or encumbrance on any property of the Company under any
agreement  or any  commitment  which is set  forth on  Schedule  I to which  the
Company  is a party  or by which  the  Company  is bound or by which  any of its
respective  properties or assets are bound,  or (d) result in a violation of any
Federal,  state, local or foreign statute,  rule,  regulation,  order, judgment,
injunction  or  decree   (including   Federal  and  state  securities  laws  and
regulations)  applicable to the Company or by which any property or asset of the
Company  is bound or  affected,  except,  in all  cases  other  than  violations
pursuant  to  clauses  (a)  and  (d)  above,   for  such   conflicts,   default,
terminations,  amendments,  acceleration,  cancellations and violations as would
not, individually or in the aggregate, have a Material Adverse Effect.





      5.    No consent, approval or authorization of or designation, declaration
or filing with any governmental authority on the part of the Company is required
under  Federal,  state or local law, rule or  regulation in connection  with the
valid execution,  delivery and performance of the Transaction Documents,  or the
offer,  sale or  issuance  of the  Notes  and the  Common  Stock  issuable  upon
conversion  of the Notes other than  filings as may be  required  by  applicable
Federal and state  securities  laws and  regulations  and any  applicable  stock
exchange rules and regulations.

      6.    To our knowledge,  there is no action, suit, claim, investigation or
proceeding  pending or  threatened  against  the  Company  which  questions  the
validity of the Purchase Agreement or the transactions  contemplated  thereby or
any action  taken or to be taken  pursuant  thereto.  There is no action,  suit,
claim,  investigation or proceeding  pending,  or to our knowledge,  threatened,
against or involving  the Company or any of its  properties or assets and which,
if adversely  determined,  is reasonably  likely to result in a Material Adverse
Effect.  To  our  knowledge,   there  are  no  outstanding  orders,   judgments,
injunctions,  awards or decrees  of any court,  arbitrator  or  governmental  or
regulatory  body against the Company or any officers or directors of the Company
in their capacities as such.

      7.    Assuming that all of the Purchasers'  representations and warranties
in the Purchase  Agreement  are complete and accurate,  the offer,  issuance and
sale of the Notes and the offer,  issuance and sale of the Common Stock issuable
upon  conversion of the Notes are exempt from the  registration  requirements of
the Securities Act of 1933, as amended.

      8.    The Company is not, and as a result of and immediately  upon Closing
will not be, an "investment company" or a company "controlled" by an "investment
company," within the meaning of the Investment Company Act of 1940, as amended.


                                                Very truly yours,










THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE  "ACT"),  OR  APPLICABLE  STATE  SECURITIES  LAWS,  AND  MAY  NOT BE  SOLD,
TRANSFERRED,  OR OTHERWISE  DISPOSED OF IN THE ABSENCE OF SUCH  REGISTRATION  OR
RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM,  SUBSTANCE  AND SCOPE
REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE MAY BE SOLD, TRANSFERRED, OR
OTHERWISE  DISPOSED OF, UNDER AN EXEMPTION FROM  REGISTRATION  UNDER THE ACT AND
SUCH STATE SECURITIES LAWS.



                              MULTIBAND CORPORATION

                       Secured Convertible Promissory Note
                              due November __, 2007



No. CN-04-__                                                       $____________
Dated:  November __, 2004


For  value  received,   Multiband  Corporation,  a  Minnesota  corporation  (the
"Maker"),  hereby  promises  to  pay  to the  order  of  _______________________
(together  with its  successors,  representatives,  and permitted  assigns,  the
"Holder"),  in accordance  with the terms  hereinafter  provided,  the principal
amount of  ________________________  ($______________),  together  with interest
thereon.  Concurrently  with the  issuance  of this  Note,  the Maker is issuing
separate  secured  convertible  promissory notes (the "Other Notes") to separate
purchasers (the "Other Holders")  pursuant to the Purchase Agreement (as defined
in Section 1.1 hereof).

All  payments  under or  pursuant  to this Note  shall be made in United  States
Dollars  in  immediately  available  funds to the  Holder at the  address of the
Holder first set forth above or at such other place as the Holder may  designate
from time to time in  writing to the Maker or by wire  transfer  of funds to the
Holder's  account,  instructions for which are attached hereto as Exhibit A. The
outstanding  principal balance of this Note shall be due and payable on November
__, 2007 (the "Maturity Date") or at such earlier time as provided herein.

                                  ARTICLE VIII

            Section 8.1  Purchase  Agreement.  This Note has been  executed  and
delivered  pursuant to the Note Purchase Agreement dated as of November __, 2004
(the  "Purchase  Agreement")  by and among the Maker and the  purchasers  listed
therein.  Capitalized terms used and not otherwise defined herein shall have the
meanings set forth for such terms in the Purchase Agreement.

            Section 8.2  Interest.  Beginning on the issuance  date of this Note
(the "Issuance Date"), the outstanding principal balance of this Note shall bear
interest,  in arrears,  at a rate per annum equal to six percent  (6%),  payable
semi-annually  at the  option of the  Maker in cash or in shares of the  Maker's
common stock,  no par value per share (the "Common  Stock"),  on December 31 and
June 30 of each year,  commencing December 31, 2004, except that if such date is





not a business day then the interest  shall be payable on the first  immediately
succeeding  business  day.  The number of shares of Common Stock to be issued as
payment of accrued and unpaid  interest  shall be determined by dividing (a) the
total amount of accrued and unpaid interest to be converted into Common Stock by
(b) the Conversion  Price (as defined in Section 3.2 hereof).  Interest shall be
computed on the basis of a 360-day  year of twelve (12) 30-day  months and shall
accrue commencing on the Issuance Date.  Furthermore,  upon the occurrence of an
Event of  Default  (as  defined  in  Section  2.1  hereof),  then to the  extent
permitted by law, the Maker will pay interest to the Holder,  payable on demand,
on the outstanding  principal  balance of the Note from the date of the Event of
Default  until  such  Event of Default is cured at the rate of the lesser of ten
percent (10%) and the maximum applicable legal rate per annum.

            Section  8.3  Security  Agreement.  The  obligations  of  the  Maker
hereunder are secured by a continuing  security  interest in all of the property
and assets of the Maker pursuant to the terms of a security  agreement  dated as
of the date hereof.

            Section 8.4  Senior  Securities.  So long as this  Note or any other
Note is  outstanding,  the Maker shall not issue any  securities  that rank pari
passu or senior to this Note  without  the  affirmative  vote or  consent of the
holders of at least  seventy-five  percent (75%) of the principal  amount of the
Notes outstanding at the time.  Notwithstanding anything in the foregoing to the
contrary,  the Holder acknowledges that the indebtedness payable to the entities
listed  on  Schedule  I  attached  hereto  shall  rank  senior  to  the  Maker's
obligations  under this Note and the Other Notes. All other  indebtedness of the
Company  shall rank  junior to the Maker's  obligations  under this Note and the
Other Notes.

            Section 8.5 Payment on Non-Business Days. Whenever any payment to be
made shall be due on a Saturday,  Sunday or a public  holiday  under the laws of
the State of New York, such payment may be due on the next  succeeding  business
day and such next  succeeding  day shall be included in the  calculation  of the
amount of accrued interest payable on such date.

            Section 8.6 Transfer.  This Note may be transferred or sold, subject
to the  provisions  of Section  4.8 of this Note,  or pledged,  hypothecated  or
otherwise granted as security by the Holder.

            Section 8.7 Replacement.  Upon receipt of a duly executed, notarized
and unsecured  written statement from the Holder with respect to the loss, theft
or destruction of this Note (or any replacement  hereof),  and without requiring
an indemnity  bond or other  security,  or, in the case of a mutilation  of this
Note, upon surrender and  cancellation of such Note, the Maker shall issue a new
Note,  of like tenor and  amount,  in lieu of such lost,  stolen,  destroyed  or
mutilated Note.

                                   ARTICLE IX

                           EVENTS OF DEFAULT; REMEDIES

            Section 9.1  Events  of  Default.  The  occurrence  of  any  of  the
following events shall be an "Event of Default" under this Note:

            (a)   the Maker  shall  fail to make the  payment  of any  amount of
principal outstanding on the date such payment is due hereunder; or


                                       13



            (b)   the Maker  shall fail to make any  payment of interest in cash
or  convertible  promissory  notes for a period of five (5) days  after the date
such interest is due; or

            (c)   the  failure  of the  Registration  Statement  to be  declared
effective  by the  Securities  and Exchange  Commission  on or prior to the date
which is one hundred  twenty (120) days after the Filing Date (as defined in the
Registration Rights Agreement); or

            (d)   the suspension from listing, without subsequent listing on any
one of, or the  failure of the Common  Stock to be listed on at least one of the
OTC Bulletin Board, Nasdaq National Market, Nasdaq SmallCap Market, The New York
Stock Exchange,  Inc. or The American Stock Exchange,  Inc. for a period of five
(5) consecutive Trading Days; or

            (e)   the Maker's  notice to the Holder,  including by way of public
announcement,  at any time, of its inability to comply (including for any of the
reasons  described in Section 3.8(a) hereof) or its intention not to comply with
proper requests for conversion of this Note into shares of Common Stock; or

            (f)   the Maker  shall  fail to (i)  timely  deliver  the  shares of
Common Stock upon  conversion  of the Note or any  interest  accrued and unpaid,
(ii) timely  file the  Registration  Statement  or (iii) make the payment of any
fees and/or  liquidated  damages under this Note, the Purchase  Agreement or the
Registration Rights Agreement,  which failure in the case of items (i) and (iii)
of this Section 2.1(f) is not remedied  within three (3) business days after the
incurrence thereof; or

            (g)   while the Registration  Statement is required to be maintained
effective  pursuant  to the  terms of the  Registration  Rights  Agreement,  the
effectiveness  of the Registration  Statement lapses for any reason  (including,
without  limitation,  the  issuance  of a stop order) or is  unavailable  to the
Holder for sale of the  Registrable  Securities (as defined in the  Registration
Rights  Agreement)  in  accordance  with the  terms of the  Registration  Rights
Agreement,  and such lapse or unavailability  continues for a period of ten (10)
consecutive  Trading Days,  provided that the Maker has not exercised its rights
pursuant to Section 3(n) of the  Registration  Rights Agreement and the cause of
such lapse or  unavailability is not due to factors primarily within the control
of Holder; or

            (h)   default shall be made in the  performance or observance of (i)
any material covenant, condition or agreement contained in this Note (other than
as set forth in clause (f) of this  Section  2.1) and such  default is not fully
cured within five (5)  business  days after the  occurrence  thereof or (ii) any
material covenant,  condition or agreement  contained in the Purchase Agreement,
the Other Notes or the Registration Rights Agreement which is not covered by any
other  provisions of this Section 2.1 and such default is not fully cured within
five (5) business days after the occurrence thereof; or

            (i)   any  material  representation  or  warranty  made by the Maker
herein or in the Purchase  Agreement,  the Registration  Rights Agreement or the
Other  Notes  shall  prove to have been  false or  incorrect  or  breached  in a
material respect on the date as of which made; or


                                       14



            (j)   the Maker  shall (i)  default in any  payment of any amount or
amounts  of  principal  of or  interest  on any  Indebtedness  (other  than  the
Indebtedness  hereunder) the aggregate principal amount of which Indebtedness is
in excess of $100,000 or (ii) default in the  observance or  performance  of any
other  agreement or condition  relating to any  Indebtedness or contained in any
instrument or agreement  evidencing,  securing or relating thereto, or any other
event shall occur or condition exist, the effect of which default or other event
or condition is to cause,  or to permit the holder or holders or  beneficiary or
beneficiaries  of such  Indebtedness  to cause  with the  giving  of  notice  if
required, such Indebtedness to become due prior to its stated maturity; or

            (k)   the Maker  shall (i) apply for or consent  to the  appointment
of, or the taking of possession by, a receiver, custodian, trustee or liquidator
of itself or of all or a substantial part of its property or assets, (ii) make a
general assignment for the benefit of its creditors,  (iii) commence a voluntary
case under the United States  Bankruptcy Code (as now or hereafter in effect) or
under the comparable laws of any jurisdiction (foreign or domestic), (iv) file a
petition  seeking to take advantage of any bankruptcy,  insolvency,  moratorium,
reorganization  or other  similar law affecting  the  enforcement  of creditors'
rights  generally,  (v) acquiesce in writing to any petition filed against it in
an involuntary case under United States  Bankruptcy Code (as now or hereafter in
effect) or under the comparable laws of any jurisdiction  (foreign or domestic),
(vi) issue a notice of bankruptcy  or winding down of its  operations or issue a
press  release  regarding  same,  or (vii) take any action under the laws of any
jurisdiction (foreign or domestic) analogous to any of the foregoing; or

            (l)   a  proceeding  or case  shall be  commenced  in respect of the
Maker,   without  its  application  or  consent,   in  any  court  of  competent
jurisdiction,   seeking  (i)  the   liquidation,   reorganization,   moratorium,
dissolution,  winding up, or composition or readjustment of its debts,  (ii) the
appointment of a trustee, receiver,  custodian,  liquidator or the like of it or
of all or any substantial  part of its assets in connection with the liquidation
or  dissolution  of the Maker or (iii) similar relief in respect of it under any
law providing for the relief of debtors,  and such  proceeding or case described
in clause (i),  (ii) or (iii) shall  continue  undismissed,  or unstayed  and in
effect, for a period of sixty (60) days or any order for relief shall be entered
in an involuntary case under United States  Bankruptcy Code (as now or hereafter
in  effect)  or  under  the  comparable  laws of any  jurisdiction  (foreign  or
domestic)  against  the  Maker or  action  under  the  laws of any  jurisdiction
(foreign or  domestic)  analogous  to any of the  foregoing  shall be taken with
respect to the Maker and shall continue  undismissed,  or unstayed and in effect
for a period of sixty (60) days; or

            (m)   the failure of the Maker to  instruct  its  transfer  agent to
remove any legends  from shares of Common  Stock  eligible to be sold under Rule
144 of the Securities Act and issue such  unlegended  certificates to the Holder
within three (3) business days of the Holder's request so long as the Holder has
provided reasonable assurances to the Maker that such shares of Common Stock can
be resold pursuant to Rule 144; or

            (n)   the  failure of the Maker to pay any amounts due to the Holder
herein or in the Purchase Agreement or the Registration  Rights Agreement within
three (3) business days of receipt of notice to the Maker; or

            (o)   the occurrence of an Event of Default under the Other Notes.

                                       15



            Section 9.2  Remedies  Upon An  Event  of  Default.  If an  Event of
Default shall have occurred and shall be continuing, the Holder of this Note may
at any time at its option,  (a) declare the entire unpaid  principal  balance of
this Note,  together  with all interest  accrued  hereon,  due and payable,  and
thereupon,  the  same  shall  be  accelerated  and so due and  payable,  without
presentment,  demand,  protest,  or notice,  all of which are  hereby  expressly
unconditionally  and irrevocably waived by the Maker;  provided,  however,  that
upon the occurrence of an Event of Default  described in (i) Sections 2.1 (k) or
(l), the outstanding  principal balance and accrued interest  hereunder shall be
automatically  due and  payable  and  (ii)  Sections  2.1  (c)-(j),  demand  the
prepayment  of this Note  pursuant to Section  3.7  hereof,  (b) demand that the
principal  amount of this Note  then  outstanding  and all  accrued  and  unpaid
interest  thereon shall be converted into shares of Common Stock at a Conversion
Price per share calculated pursuant to Section 3.1 hereof assuming that the date
that the Event of Default occurs is the  Conversion  Date (as defined in Section
3.1  hereof),  or (c)  exercise  or  otherwise  enforce  any  one or more of the
Holder's rights, powers, privileges, remedies and interests under this Note, the
Security Agreement, the Purchase Agreement, the Registration Rights Agreement or
applicable  law. No course of delay on the part of the Holder shall operate as a
waiver  thereof  or  otherwise  prejudice  the  right of the  Holder.  No remedy
conferred  hereby shall be  exclusive of any other remedy  referred to herein or
now or hereafter available at law, in equity, by statute or otherwise.

                                   ARTICLE X

                      CONVERSION; ANTIDILUTION; PREPAYMENT

            Section 10.1 Conversion Option. At any time on or after the Issuance
Date, this Note shall be convertible (in whole or in part), at the option of the
Holder  (the  "Conversion   Option"),   into  such  number  of  fully  paid  and
non-assessable  shares of Common Stock (the "Conversion  Rate") as is determined
by dividing  (x) that  portion of the  outstanding  principal  balance  plus any
accrued  but  unpaid  interest  under  this Note as of such date that the Holder
elects to convert by (y) the Conversion  Price (as hereinafter  defined) then in
effect  on the date on  which  the  Holder  faxes a notice  of  conversion  (the
"Conversion  Notice"),  duly  executed,  to the Maker  (facsimile  number  (763)
504-3060,  Attn.:  Chief Financial Officer) (the "Conversion  Date"),  provided,
however,  that the Conversion  Price shall be subject to adjustment as described
in Section 3.6 below.  The Holder  shall  deliver  this Note to the Maker at the
address  designated  in the  Purchase  Agreement  at such time that this Note is
fully  converted.  With respect to partial  conversions  of this Note, the Maker
shall  keep  written  records of the  amount of this Note  converted  as of each
Conversion Date.

            Section 10.2 Conversion Price.

            (a)   The term  "Conversion  Price"  shall  mean  $1.00  per  share,
subject to adjustment under Section 3.6 hereof.  Notwithstanding  any adjustment
hereunder, at no time shall the Conversion Price be greater than $1.00 per share
except if it is adjusted pursuant to Section 3.6(a)(i) hereof.

            (b)   Notwithstanding  any of the  foregoing  to  the  contrary,  if
during any period (a "Black-out Period"), a Holder is unable to trade any Common
Stock issued or issuable  upon  conversion of this Note  immediately  due to the
postponement of filing or delay or suspension of effectiveness of a registration


                                       16



statement  or because  the Maker has  otherwise  informed  such  Holder  that an
existing  prospectus cannot be used at that time in the sale or transfer of such
Common Stock (provided that such  postponement,  delay,  suspension or fact that
the prospectus cannot be used is not due to factors solely within the control of
the Holder of the Notes or due to the Maker  exercising its rights under Section
3(n) of the Registration  Rights  Agreement),  such Holder shall have the option
but not the  obligation  on any  Conversion  Date within ten (10)  Trading  Days
following the expiration of the Black-out  Period of using the Conversion  Price
applicable on such  Conversion  Date or any  Conversion  Price  selected by such
Holder  that would have been  applicable  had such  Conversion  Date been at any
earlier  time during the  Black-out  Period or within the ten (10)  Trading Days
thereafter.  In no event  shall  the  Black-out  Period  have any  effect on the
Maturity Date of this Note.

            (c)   The term  "Closing Bid Price" shall mean,  for any security as
of any date, the last closing bid price of such security on the Nasdaq  SmallCap
Market for such security as reported by  Bloomberg,  or, if no closing bid price
is reported for such security by Bloomberg, the last closing trade price of such
security as reported by Bloomberg. If the Closing Bid Price cannot be calculated
for such  security on such date on any of the foregoing  bases,  the Closing Bid
Price of such  security on such date shall be the fair market  value as mutually
determined by the Maker and the holders of a majority of the principal amount of
the Notes outstanding.

            Section 10.3 Mechanics of Conversion.

            (a)   Not later than  three (3)  Trading  Days after any  Conversion
Date, the Maker or its designated transfer agent, as applicable, shall issue and
deliver to the Depository  Trust Company  ("DTC") account on the Holder's behalf
via the Deposit  Withdrawal Agent Commission System ("DWAC") as specified in the
Conversion Notice, registered in the name of the Holder or its designee, for the
number of shares of Common Stock to which the Holder  shall be entitled.  In the
alternative,  not later than three (3) Trading Days after any  Conversion  Date,
the  Maker  shall  deliver  to  the  applicable  Holder  by  express  courier  a
certificate  or  certificates  which  shall be free of  restrictive  legends and
trading  restrictions  (other than those required by Section 5.1 of the Purchase
Agreement) representing the number of shares of Common Stock being acquired upon
the conversion of this Note (the "Delivery Date"). Notwithstanding the foregoing
to the  contrary,  the Maker or its  transfer  agent shall only be  obligated to
issue and  deliver  the  shares to the DTC on the  Holder's  behalf via DWAC (or
certificates  free of restrictive  legends) if such  conversion is in connection
with a sale and the Holder has complied with the applicable  prospectus delivery
requirements.  If in the  case of any  Conversion  Notice  such  certificate  or
certificates are not delivered to or as directed by the applicable Holder by the
Delivery  Date,  the Holder shall be entitled by written  notice to the Maker at
any  time  on  or  before  its  receipt  of  such  certificate  or  certificates
thereafter,  to  rescind  such  conversion,  in  which  event  the  Maker  shall
immediately  return this Note tendered for  conversion,  whereupon the Maker and
the Holder  shall each be restored  to their  respective  positions  immediately
prior to the  delivery  of such  notice of  revocation,  except that any amounts
described in Sections 3.3(b) and (c) shall be payable through the date notice of
rescission is given to the Maker.

            (b)   The  Maker  understands  that a delay in the  delivery  of the
shares of Common Stock upon  conversion  of this Note beyond the  Delivery  Date
could  result in economic  loss to the Holder.  If the Maker fails to deliver to
the Holder such shares via DWAC or a  certificate  or  certificates  pursuant to
this Section hereunder by the Delivery Date, the Maker shall pay to such Holder,


                                       17



in cash,  an amount per Trading  Day for each  Trading Day until such shares are
delivered via DWAC,  certificates  are delivered or the Holder  effects a Buy-In
pursuant to Section  3.3(c) hereof  (provided  that the Buy-In amount is paid by
the Maker to the Holder  within  three  business  days of written  notice to the
Maker),  together  with  interest  on such  amount  at a rate of 10% per  annum,
accruing  until such  amount and any accrued  interest  thereon is paid in full,
equal to the  greater  of (A) (i) 1% of the  aggregate  principal  amount of the
Notes  requested to be  converted  for the first five (5) Trading Days after the
Delivery  Date  and  (ii) 2% of the  aggregate  principal  amount  of the  Notes
requested to be converted for each Trading Day thereafter and (B) $2,000 per day
(which amount shall be paid as liquidated damages and not as a penalty). Nothing
herein  shall limit a Holder's  right to pursue  actual  damages for the Maker's
failure  to  deliver  certificates  representing  shares  of Common  Stock  upon
conversion  within the period  specified  herein and such Holder  shall have the
right to pursue all  remedies  available  to it at law or in equity  (including,
without limitation,  a decree of specific performance and/or injunctive relief).
Notwithstanding  anything to the contrary  contained herein, the Holder shall be
entitled to withdraw a Conversion  Notice,  and upon such  withdrawal  the Maker
shall only be obligated to pay the liquidated damages accrued in accordance with
this Section  3.3(b) through the date the  Conversion  Notice is withdrawn.  The
Maker  shall not be liable for any  payments  under this  Section  3.3(b) if the
Maker's  failure to deliver  the shares on the  Delivery  Date was the result of
events beyond the Maker's control including events such as fire, flood, strikes,
labor troubles or other industrial  disturbances,  riots and insurrections,  war
and acts of  terrorism.  The Maker  shall  immediately  notify the Holder of the
occurrence  of  such an  event.  Immediately  after  such  event  no  longer  is
continuing, the Maker shall deliver the shares.

            (c)   In addition to any other rights  available  to the Holder,  if
the Maker  fails to deliver  to the  Holder  such  certificate  or  certificates
pursuant to Section  3.3(a) by the Delivery  Date and if after the Delivery Date
the Holder  purchases (in an open market  transaction  or  otherwise)  shares of
Common  Stock  to  deliver  in  satisfaction  of a sale  by such  Holder  of the
Conversion Shares which the Holder anticipated receiving upon such conversion (a
"Buy-In"),  then the Maker  shall pay in cash to the Holder (in  addition to any
remedies  available  to or  elected by the  Holder)  an amount  equal to (A) the
aggregate amount paid by such Holder for the shares of Common Stock so purchased
minus (B) the aggregate amount of net proceeds,  if any, received by such Holder
from the sale of the shares of Common Stock issued by the Maker pursuant to such
conversion,  together with  interest  thereon at a rate of the lesser of 10% and
the maximum applicable legal rate per annum,  accruing until such amount and any
accrued  interest  thereon  is paid  in  full  (which  amount  shall  be paid as
liquidated damages and not as a penalty).  For example,  if the Holder purchases
shares of Common  Stock  having a total  purchase  price of  $11,000  to cover a
Buy-In with respect to an attempted  conversion of $10,000  aggregate  principal
amount of this Note, the Maker shall be required to pay the Holder $1,000,  plus
interest.  The Holder shall  provide the Maker  written  notice  indicating  the
amounts payable to the Holder in respect of the Buy-In.

            Section 10.4 Ownership Cap and Certain Conversion Restrictions.

            (a)   Notwithstanding  anything to the contrary set forth in Section
3 of this Note, at no time may the Holder  convert all or a portion of this Note
if the  number  of  shares  of  Common  Stock  to be  issued  pursuant  to  such
conversion,  when  aggregated with all other shares of Common Stock owned by the
Holder at such time,  the number of shares of Common Stock which would result in
the Holder  beneficially  owning (as determined in accordance with Section 13(d)
of the  Exchange  Act and the  rules  thereunder)  more  than 4.9% of all of the
Common Stock outstanding at such time; provided,  however,  that upon the Holder


                                       18



providing  the Maker with  sixty-one  (61) days notice  (pursuant to Section 4.1
hereof) (the "Waiver  Notice")  that the Holder would like to waive this Section
3.4(a) with regard to any or all shares of Common Stock issuable upon conversion
of this Note,  this Section  3.4(a) will be of no force or effect with regard to
all or a portion of the Note referenced in the Waiver Notice; provided, further,
that this provision  shall be of no further force or effect during the sixty-one
(61) days  immediately  preceding the Maturity Date. The Holder of this Note may
waive this Section 3.4(a) by so indicating on the signature page to the Purchase
Agreement, any such waiver to be effective on and as of the date hereof.

            (b)   Notwithstanding  anything to the contrary set forth in Section
3 of this Note, at no time may the Holder  convert all or a portion of this Note
if the  number  of  shares  of  Common  Stock  to be  issued  pursuant  to  such
conversion,  when  aggregated with all other shares of Common Stock owned by the
Holder  at such  time,  would  result  in the  Holder  beneficially  owning  (as
determined  in  accordance  with Section 13(d) of the Exchange Act and the rules
thereunder)  in  excess of 9.9% of the then  issued  and  outstanding  shares of
Common Stock outstanding at such time; provided,  however,  that upon the Holder
providing  the Maker with a Waiver  Notice  that the Holder  would like to waive
Section  3.4(b) of this Note with  regard to any or all  shares of Common  Stock
issuable upon  conversion of this Note, this Section 3.4(b) shall be of no force
or effect with regard to all or a portion of the Note  referenced  in the Waiver
Notice;  provided,  further, that this provision shall be of no further force or
effect during the sixty-one (61) days  immediately  preceding the Maturity Date.
The Holder of this Note may waive this Section  3.4(b) by so  indicating  on the
signature page to the Purchase Agreement, any such waiver to be effective on and
as of the date hereof.

            Section 10.5 Intentionally Omitted.

            Section 10.6 Adjustment of Conversion Price.

            (a)   The Conversion  Price shall be subject to adjustment from time
to time as follows:

                  (i)   Adjustments  for Stock Splits and  Combinations.  If the
Maker shall at any time or from time to time after the Issuance  Date,  effect a
stock split of the outstanding Common Stock, the applicable  Conversion Price in
effect immediately prior to the stock split shall be proportionately  decreased.
If the Maker  shall at any time or from time to time  after the  Issuance  Date,
combine the outstanding shares of Common Stock, the applicable  Conversion Price
in  effect  immediately  prior  to  the  combination  shall  be  proportionately
increased.  Any adjustments  under this Section  3.6(a)(i) shall be effective at
the close of business on the date the stock split or combination occurs.

                  (ii)  Adjustments for Certain Dividends and Distributions.  If
the Maker shall at any time or from time to time after the Issuance  Date,  make
or issue or set a record date for the  determination  of holders of Common Stock
entitled to receive a dividend or other distribution payable in shares of Common
Stock,  then,  and in each  event,  the  applicable  Conversion  Price in effect
immediately  prior  to such  event  shall  be  decreased  as of the time of such
issuance  or, in the event such  record  date shall have been  fixed,  as of the
close of business on such record date, by multiplying, the applicable Conversion
Price then in effect by a fraction:


                                       19



                        (1)   the  numerator  of which shall be the total number
of shares of Common Stock issued and outstanding  immediately  prior to the time
of such issuance or the close of business on such record date; and

                        (1)   (2) the  denominator  of which  shall be the total
number of shares of Common Stock issued and outstanding immediately prior to the
time of such  issuance  or the close of  business  on such  record date plus the
number of shares of  Common  Stock  issuable  in  payment  of such  dividend  or
distribution.

                  (iii) Adjustment for Other Dividends and Distributions. If the
Maker shall at any time or from time to time after the  Issuance  Date,  make or
issue or set a record  date for the  determination  of holders  of Common  Stock
entitled  to  receive a  dividend  or other  distribution  payable in other than
shares of Common Stock, then, and in each event, an appropriate  revision to the
applicable  Conversion  Price  shall  be made  and  provision  shall be made (by
adjustments  of the  Conversion  Price or otherwise) so that the holders of this
Note shall receive upon conversions thereof, in addition to the number of shares
of Common Stock receivable thereon,  the number of securities of the Maker which
they would have received had this Note been  converted  into Common Stock on the
date of such event and had  thereafter,  during the period from the date of such
event to and including the Conversion Date,  retained such securities  (together
with any distributions  payable thereon during such period),  giving application
to all adjustments called for during such period under this Section  3.6(a)(iii)
with  respect  to the rights of the  holders  of this Note and the Other  Notes;
provided,  however,  that if such  record  date  shall  have been fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed  therefor,  the  Conversion  Price  shall  be  adjusted  pursuant  to this
paragraph as of the time of actual payment of such dividends or distributions.

                  (iv)  Adjustments    for    Reclassification,    Exchange   or
Substitution.  If the Common Stock issuable upon  conversion of this Note at any
time or from time to time after the  Issuance  Date shall be changed to the same
or  different  number of shares of any class or  classes  of stock,  whether  by
reclassification,  exchange,  substitution or otherwise  (other than by way of a
stock split or combination of shares or stock dividends provided for in Sections
3.6(a)(i), (ii) and (iii), or a reorganization,  merger, consolidation,  or sale
of assets  provided  for in Section  3.6(a)(v)),  then,  and in each  event,  an
appropriate  revision to the Conversion Price shall be made and provisions shall
be made (by adjustments of the Conversion Price or otherwise) so that the Holder
shall have the right thereafter to convert this Note into the kind and amount of
shares of stock and other securities receivable upon reclassification, exchange,
substitution or other change, by holders of the number of shares of Common Stock
into  which  such Note  might  have  been  converted  immediately  prior to such
reclassification, exchange, substitution or other change, all subject to further
adjustment as provided herein.


                                       20



                  (v)   Adjustments for Reorganization, Merger, Consolidation or
Sales of  Assets.  If at any time or from time to time after the  Issuance  Date
there  shall be a capital  reorganization  of the Maker  (other than by way of a
stock  split or  combination  of  shares  or stock  dividends  or  distributions
provided  for in  Section  3.6(a)(i),  (ii) and  (iii),  or a  reclassification,
exchange or  substitution of shares  provided for in Section  3.6(a)(iv)),  or a
merger or consolidation of the Maker with or into another  corporation where the
holders of outstanding  voting  securities prior to such merger or consolidation
do not own over fifty percent (50%) of the outstanding  voting securities of the
merged or consolidated  entity,  immediately after such merger or consolidation,
or the sale of all or substantially  all of the Maker's  properties or assets to
any other person (an "Organic Change"), then as a part of such Organic Change an
appropriate  revision to the Conversion  Price shall be made and provision shall
be made (by adjustments of the Conversion Price or otherwise) so that the Holder
shall have the right thereafter to convert such Note into the kind and amount of
shares of stock and other  securities  or property of the Maker or any successor
corporation  resulting  from  Organic  Change.  In any  such  case,  appropriate
adjustment  shall be made in the  application  of the provisions of this Section
3.6(a)(v)  with respect to the rights of the Holder after the Organic  Change to
the end that the provisions of this Section 3.6(a)(v)  (including any adjustment
in the  applicable  Conversion  Price then in effect and the number of shares of
stock or other securities deliverable upon conversion of this Note and the Other
Notes) shall be applied  after that event in as nearly an  equivalent  manner as
may be practicable.

            (b)   No  Impairment.  The Maker  shall  not,  by  amendment  of its
Articles of  Incorporation  or through any  reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed  hereunder  by the Maker,  but will at all
times in good faith,  assist in the carrying out of all the  provisions  of this
Section  3.6  and in the  taking  of all  such  action  as may be  necessary  or
appropriate  in order to protect  the  Conversion  Rights of the Holder  against
impairment.  In the event a Holder  shall elect to convert any Notes as provided
herein,  the Maker cannot refuse  conversion based on any claim that such Holder
or any one  associated  or  affiliated  with such Holder has been engaged in any
violation  of law,  violation of an agreement to which such Holder is a party or
for any  reason  whatsoever,  unless,  an  injunction  from a court,  or notice,
restraining  and or  enjoining  conversion  of all or of said  Notes  shall have
issued and the Maker  posts a surety  bond for the  benefit of such Holder in an
amount equal to one hundred percent (100%) of the amount of the Notes the Holder
has elected to convert,  which bond shall remain in effect until the  completion
of  arbitration/litigation  of the  dispute  and the  proceeds of which shall be
payable to such Holder in the event it obtains judgment.

            (c)   Certificates  as  to  Adjustments.  Upon  occurrence  of  each
adjustment or readjustment of the Conversion Price or number of shares of Common
Stock  issuable  upon  conversion of this Note pursuant to this Section 3.6, the
Maker at its expense shall promptly  compute such  adjustment or readjustment in
accordance with the terms hereof and furnish to the Holder a certificate setting
forth such adjustment and  readjustment,  showing in detail the facts upon which
such adjustment or readjustment is based. The Maker shall,  upon written request
of the Holder,  at any time,  furnish or cause to be  furnished  to the Holder a
like  certificate   setting  forth  such  adjustments  and  readjustments,   the
applicable  Conversion  Price in effect at the time, and the number of shares of
Common Stock and the amount,  if any, of other  securities or property  which at
the time would be received upon the conversion of this Note. Notwithstanding the
foregoing, the Maker shall not be obligated to deliver a certificate unless such
certificate  would  reflect an increase or decrease of at least one percent (1%)
of such adjusted amount; provided,  however, that any adjustments that by reason
of this  subsection (c) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment..


                                       21



            (d)   Issue  Taxes.  The Maker shall pay any and all issue and other
taxes,  excluding  federal,  state or local income taxes, that may be payable in
respect of any issue or delivery of shares of Common Stock on conversion of this
Note pursuant thereto; provided,  however, that the Maker shall not be obligated
to pay any transfer taxes resulting from any transfer requested by the Holder in
connection with any such conversion.

            (e)   Fractional  Shares. No fractional shares of Common Stock shall
be issued upon  conversion  of this Note.  In lieu of any  fractional  shares to
which the Holder would otherwise be entitled,  the Maker shall pay cash equal to
the product of such fraction multiplied by the average of the Closing Bid Prices
of the  Common  Stock  for the five (5)  consecutive  Trading  Days  immediately
preceding the Conversion Date.

            (f)   Reservation of Common Stock. The Maker shall at all times when
this Note shall be outstanding, reserve and keep available out of its authorized
but unissued  Common Stock,  such number of shares of Common Stock as shall from
time to time be  sufficient  to  effect  the  conversion  of this  Note  and all
interest accrued thereon; provided, that the number of shares of Common Stock so
reserved  shall at no time be less than  110% of the  number of shares of Common
Stock  for which  this Note and all  interest  accrued  thereon  are at any time
convertible.  The Maker shall increase the authorized number of shares of Common
Stock if at any time the  unissued  number  of  authorized  shares  shall not be
sufficient to satisfy the Maker's obligations under this Section 3.6(f).

            (g)   Regulatory  Compliance.  If any  shares of Common  Stock to be
reserved  for the purpose of  conversion  of this Note or any  interest  accrued
thereon  require  registration  or listing with or approval of any  governmental
authority,  stock exchange or other  regulatory  body under any federal or state
law or  regulation  or  otherwise  before such  shares may be validly  issued or
delivered upon  conversion,  the Maker shall,  at its sole cost and expense,  in
good  faith  and  as  expeditiously   as  possible,   endeavor  to  secure  such
registration, listing or approval, as the case may be.

            Section 3.7 Prepayment.

            (a)   Prepayment Upon an Event of Default.  Notwithstanding anything
to the contrary  contained  herein,  upon the  occurrence of an Event of Default
described in Sections  2.1(c)-(l)  hereof,  the Holder shall have the right,  at
such Holder's option, to require the Maker to prepay in cash all or a portion of
this Note at a price equal to the Triggering  Event Prepayment Price (as defined
in Section  3.7(c) below)  applicable at the time of such request (the "Event of
Default  Prepayment  Price").  Nothing in this  Section  3.7(a)  shall limit the
Holder's rights under Section 2.2 hereof.

            (b)   Prepayment Option Upon Major  Transaction.  In addition to all
other rights of the Holder contained herein, simultaneous with the occurrence of
a Major Transaction (as defined below),  the Holder shall have the right, at the
Holder's option, to require the Maker to prepay all or a portion of the Holder's
Notes at a price equal to one hundred percent (100%) of the aggregate  principal
amount of this Note plus all accrued and unpaid interest (the "Major Transaction
Prepayment  Price");  provided  that the Maker shall have the sole option to pay
the Major Transaction Prepayment Price in cash or shares of Common Stock. If the


                                       22



Maker elects to pay the Major  Transaction  Prepayment Price in shares of Common
Stock,  the price per share  shall be based  upon the  Conversion  Price then in
effect on the day  preceding the date of delivery of the Notice of Prepayment at
Option of Holder Upon Major Transaction (as hereafter defined) and the Holder of
such shares of Common Stock shall have demand  registration  rights with respect
to such shares.

            (c)   Prepayment  Option Upon  Triggering  Event. In addition to all
other  rights of the  Holder  contained  herein,  after a  Triggering  Event (as
defined  below),  the Holder shall have the right,  at the Holder's  option,  to
require the Maker to prepay all or a portion of the Holder's  Notes in cash at a
price equal to one hundred percent (100%) of the aggregate  principal  amount of
this Note plus all accrued and unpaid interest (the "Triggering Event Prepayment
Price," and,  collectively with the "Major  Transaction  Prepayment  Price," the
"Prepayment Price").

            (d)   Intentionally Omitted.

            (e)   "Major  Transaction." A "Major Transaction" shall be deemed to
have occurred at such time as any of the following events:

                  (i)   the consolidation,  merger or other business combination
of the Maker with or into  another  Person (as defined in Section  4.13  hereof)
(other than (A) pursuant to a migratory  merger  effected solely for the purpose
of  changing  the   jurisdiction  of   incorporation  of  the  Maker  or  (B)  a
consolidation,  merger or other  business  combination  in which  holders of the
Maker's voting power  immediately  prior to the  transaction  continue after the
transaction to hold,  directly or indirectly,  the voting power of the surviving
entity or entities  necessary to elect a majority of the members of the board of
directors (or their  equivalent if other than a  corporation)  of such entity or
entities).

                  (ii)  the sale or transfer of more than fifty percent (50%) of
the Maker's  assets  (based on the fair market value as determined in good faith
by the Maker's Board of Directors)  other than inventory in the ordinary  course
of business in one or a related series of transactions; or

                  (iii) closing of a purchase,  tender or exchange offer made to
the holders of more than fifty percent (50%) of the outstanding shares of Common
Stock in which more than fifty percent (50%) of the outstanding shares of Common
Stock were tendered and accepted.

            (f)   "Triggering  Event." A  "Triggering  Event" shall be deemed to
have occurred at such time as any of the following events:

                  (i)   so long as any Notes are outstanding,  the effectiveness
of the Registration  Statement,  after it becomes effective,  (i) lapses for any
reason (including,  without limitation, the issuance of a stop order) or (ii) is
unavailable to the Holder for sale of the shares of Common Stock, and such lapse
or  unavailability  continues  for a period of twenty (20)  consecutive  Trading
Days,  and the  shares of Common  Stock  into  which the  Holder's  Notes can be
converted  cannot  be sold in the  public  securities  market  pursuant  to Rule
144(k),  provided that the cause of such lapse or  unavailability  is not due to
factors  primarily  within the control of the Holder of the Notes;  and provided
further that a Triggering Event shall not have occurred if and to the extent the
Maker exercised its rights set forth in Section 3(n) of the Registration  Rights
Agreement;


                                       23



            the suspension from listing,  without  subsequent listing on any one
of, or the  failure of the Common  Stock to be listed on at least one of the OTC
Bulletin Board,  Nasdaq National Market,  Nasdaq SmallCap  Market,  The New York
Stock Exchange, Inc. or The American Stock Exchange,  Inc., for a period of five
(5) consecutive Trading Days;

            the Maker's  notice to any holder of the Notes,  including by way of
public announcement,  at any time, of its inability to comply (including for any
of the reasons  described  in Section 3.8) or its  intention  not to comply with
proper requests for conversion of any Notes into shares of Common Stock; or

            the Maker's  failure to comply with a Conversion  Notice tendered in
accordance  with the provisions of this Note within ten (10) business days after
the receipt by the Maker of the Conversion Notice.

            (g)   Intentionally Omitted.

            (h)   Mechanics  of  Prepayment  at  Option  of  Holder  Upon  Major
Transaction. No sooner than fifteen (15) days nor later than ten (10) days prior
to the  consummation  of a  Major  Transaction,  but  not  prior  to the  public
announcement of such Major  Transaction,  the Maker shall deliver written notice
thereof via facsimile and overnight  courier ("Notice of Major  Transaction") to
the  Holder  of this  Note.  At any time  after  receipt  of a  Notice  of Major
Transaction (or, in the event a Notice of Major  Transaction is not delivered at
least ten (10) days prior to a Major  Transaction,  at any time  within ten (10)
days prior to a Major Transaction), any holder of the Notes then outstanding may
require the Maker to prepay,  effective immediately prior to the consummation of
such Major Transaction, all of the holder's Notes then outstanding by delivering
written  notice  thereof  via  facsimile  and  overnight   courier  ("Notice  of
Prepayment  at Option of Holder  Upon Major  Transaction")  to the Maker,  which
Notice of Prepayment at Option of Holder Upon Major  Transaction  shall indicate
(i) the  number of Notes  that such  holder is  electing  to prepay and (ii) the
applicable Major Transaction Prepayment Price, as calculated pursuant to Section
3.7(b) above.

            (i)   Mechanics of  Prepayment  at Option of Holder Upon  Triggering
Event.  Within one (1) business day after the occurrence of a Triggering  Event,
the Maker shall  deliver  written  notice  thereof via  facsimile  and overnight
courier ("Notice of Triggering  Event") to each holder of the Notes. At any time
after the earlier of a holder's receipt of a Notice of Triggering Event and such
holder  becoming  aware of a Triggering  Event,  any holder of this Note and the
Other Notes then outstanding may require the Maker to prepay all of the Notes on
a pro rata  basis  by  delivering  written  notice  thereof  via  facsimile  and
overnight  courier  ("Notice of Prepayment  at Option of Holder Upon  Triggering
Event")  to the  Maker,  which  Notice of  Prepayment  at Option of Holder  Upon
Triggering  Event shall  indicate (i) the amount of the Note that such holder is
electing to have prepaid and (ii) the  applicable  Triggering  Event  Prepayment
Price,  as calculated  pursuant to Section  3.7(c) above. A holder shall only be
permitted to require the Maker to prepay the Note pursuant to Section 3.7 hereof
for the  greater of a period of ten (10) days after  receipt by such holder of a
Notice  of  Triggering  Event  or  for so  long  as  such  Triggering  Event  is
continuing.


                                       24



            (j)   Intentionally Omitted.

            (k)   Payment of  Prepayment  Price.  Upon the Maker's  receipt of a
Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s)
of Prepayment at Option of Holder Upon Major  Transaction from any holder of the
Notes, the Maker shall immediately  notify each holder of the Notes by facsimile
of the Maker's  receipt of such Notice(s) of Prepayment at Option of Holder Upon
Triggering  Event or  Notice(s)  of  Prepayment  at Option of Holder  Upon Major
Transaction  and each holder which has sent such a notice shall promptly  submit
to the Maker such holder's certificates representing the Notes which such holder
has elected to have prepaid.  The Maker shall deliver the applicable  Triggering
Event Prepayment Price, in the case of a prepayment  pursuant to Section 3.7(i),
to such holder  within  five (5)  business  days after the Maker's  receipt of a
Notice of Prepayment at Option of Holder Upon Triggering  Event and, in the case
of a  prepayment  pursuant  to  Section  3.7(h),  the Maker  shall  deliver  the
applicable  Major   Transaction   Prepayment  Price  immediately  prior  to  the
consummation of the Major  Transaction;  provided that a holder's  original Note
shall have been so delivered to the Maker; provided further that if the Maker is
unable  to prepay  all of the Notes to be  prepaid,  the Maker  shall  prepay an
amount  from each  holder  of the Notes  being  prepaid  equal to such  holder's
pro-rata  amount  (based on the number of Notes held by such holder  relative to
the number of Notes outstanding) of all Notes being prepaid.  If the Maker shall
fail to prepay all of the Notes submitted for prepayment (other than pursuant to
a dispute as to the arithmetic calculation of the Prepayment Price), in addition
to any remedy such holder of the Notes may have under this Note and the Purchase
Agreement,  the applicable Prepayment Price payable in respect of such Notes not
prepaid shall bear interest at the rate of one percent (1%) per month  (prorated
for  partial  months)  until  paid in full.  Until  the Maker  pays such  unpaid
applicable  Prepayment  Price in full to a holder  of the  Notes  submitted  for
prepayment,  such holder  shall have the option (the "Void  Optional  Prepayment
Option") to, in lieu of prepayment, require the Maker to promptly return to such
holder(s) all of the Notes that were  submitted for prepayment by such holder(s)
under this  Section 3.7 and for which the  applicable  Prepayment  Price has not
been paid, by sending  written  notice  thereof to the Maker via facsimile  (the
"Void  Optional  Prepayment  Notice").  Upon the  Maker's  receipt  of such Void
Optional  Prepayment  Notice(s)  and  prior to  payment  of the full  applicable
Prepayment  Price to such holder,  (i) the  Notice(s) of Prepayment at Option of
Holder Upon Triggering  Event or the Notice(s) of Prepayment at Option of Holder
Upon Major Transaction,  as the case may be, shall be null and void with respect
to those Notes submitted for prepayment and for which the applicable  Prepayment
Price has not been  paid,  (ii) the Maker  shall  immediately  return  any Notes
submitted to the Maker by each holder for  prepayment  under this Section 3.7(k)
and for which the  applicable  Prepayment  Price has not been paid and (iii) the
Conversion  Price of such returned  Notes shall be adjusted to the lesser of (A)
the  Conversion  Price  as in  effect  on the date on  which  the Void  Optional
Prepayment  Notice(s) is  delivered to the Maker and (B) the lowest  Closing Bid
Price  during  the  period  beginning  on the date on  which  the  Notice(s)  of
Prepayment  of Option of Holder  Upon  Major  Transaction  or the  Notice(s)  of
Prepayment  at Option of Holder Upon  Triggering  Event,  as the case may be, is
delivered  to the  Maker  and  ending  on the  date on which  the Void  Optional
Prepayment  Notice(s)  is delivered to the Maker;  provided  that no  adjustment
shall be made if such  adjustment  would result in an increase of the Conversion
Price then in effect. A holder's  delivery of a Void Optional  Prepayment Notice
and  exercise of its rights  following  such notice shall not effect the Maker's
obligations  to make any payments  which have accrued  prior to the date of such
notice.  Payments  provided  for in this  Section  3.7 shall  have  priority  to
payments to other stockholders in connection with a Major Transaction.


                                       25



            (l)   Maker's Prepayment Option.

                  (i)   Commencing one (1) year following the Effectiveness Date
(as  defined in the  Registration  Rights  Agreement,  dated  November  _, 2004,
between the Maker and the purchasers  listed on Schedule I thereto),  so long as
(A) the  Closing  Bid Price of the Common  Stock  equals or exceeds  $2.00 for a
period of any ten (10) Trading Days out of fifteen (15) consecutive Trading Days
so long as the first  Trading  Day of such  fifteen  (15)  Trading Day period is
following  the date that is one (1) year from the  Effectiveness  Date,  (B) the
Registration  Statement is effective  and has been  effective,  without lapse or
suspension of any kind,  for a period sixty (60)  consecutive  calendar days, or
the  shares of Common  Stock  into  which  this Note and the Other  Notes can be
converted  may be offered for sale to the public  pursuant to Rule 144(k)  under
the  Securities  Act of 1933, as amended,  (C) trading in the Common Stock shall
not have been suspended by the Securities and Exchange  Commission or the Nasdaq
SmallCap  Market and (D) the Maker is in material  compliance with the terms and
conditions of the Transaction Documents, the Maker may prepay all or any portion
of this Note, plus any accrued but unpaid interest,  upon ten (10) business days
prior  written  notice to the Holder (the "Maker  Prepayment  Notice") at a cash
prepayment  price  equal  to one  hundred  percent  (100%)  of  the  outstanding
principal amount of this Note plus any accrued and unpaid interest.

                  (ii)  Commencing  one (1)  year  following  the  Effectiveness
Date,  so long as (A) the  Registration  Statement  is  effective  and has  been
effective,  without  lapse or  suspension  of any kind,  for a period sixty (60)
consecutive  calendar  days,  or the shares of Common Stock into which this Note
can be converted  may be offered for sale to the public  pursuant to Rule 144(k)
under the  Securities  Act of 1933, as amended,  (B) trading in the Common Stock
shall not have been suspended by the  Securities and Exchange  Commission or the
Nasdaq  SmallCap  Market and (C) the Maker is in  material  compliance  with the
terms and  conditions of the  Transaction  Documents (as defined in the Purchase
Agreement),  the Maker may  prepay all or any  portion  of this  Note,  plus any
accrued but unpaid  interest,  upon  providing to the Holder a Maker  Prepayment
Notice at a cash prepayment price equal to (1) in the event the Market Price (as
defined  below) of the Maker's Common Stock is below $1.00 per share at the time
the Maker  Prepayment  Notice is sent by the Maker via  facsimile to the Holder,
one hundred percent (100%) of the outstanding principal amount of this Note plus
any  accrued  and unpaid  interest  or (2) in the event the Market  Price of the
Maker's  Common Stock is above $1.00 per share at the time the Maker  Prepayment
Notice is sent by the Maker via facsimile to the Holder,  (a) one hundred twenty
percent (120%) of the outstanding principal amount of this Note plus any accrued
and unpaid  interest if the Maker  Prepayment  Notice is given during the period
from the date Issuance Date through the one (1) year anniversary of the Issuance
Date, (b) one hundred twenty five percent  (125%) of the  outstanding  principal
amount of this Note plus any accrued and unpaid interest if the Maker Prepayment
Notice is given  during  the  period  from the one (1) year  anniversary  of the
Issuance Date through the two (2) year  anniversary,  or (c) one hundred  thirty
percent (130%) of the outstanding principal amount of this Note plus any accrued
and unpaid  interest if the Maker  Prepayment  Notice is given after the two (2)
year anniversary of the Issuance Date.


                                       26



                  (iii) Notwithstanding   anything  contained  in  this  Section
3.7(l) to the contrary,  if the Holder has delivered a Conversion  Notice to the
Maker or delivers a Conversion  Notice after  receipt of the Maker's  Prepayment
Notice,  the portion of this Note  designated to be converted may not be prepaid
by the Maker. The Maker may not deliver a Maker Prepayment  Notice to the Holder
unless the Maker has clear and good funds for a minimum of the amount it intends
to prepay in a bank account controlled by the Maker. The Maker Prepayment Notice
shall state the date of prepayment (the "Maker Prepayment Date"), the prepayment
price,  the principal amount of the Notes of such Holder to be prepaid and shall
call upon the Holder to surrender to the Maker on the Maker  Prepayment  Date at
the place  designated in the Maker  Prepayment  Notice such Holder's  Note.  The
Maker Prepayment Date shall be no more than ten (10) Trading Days after the date
on which the Holder is notified  of the Maker's  intent to prepay this Note (the
"Maker  Prepayment Notice Date"). If the Maker fails to pay the prepayment price
by the eleventh (11th) Trading Day following the Maker  Prepayment  Notice Date,
the prepayment will be declared null and void and the Maker shall lose its right
to deliver a Maker  Prepayment  Notice to the Holder in the future.  On or after
the Maker  Prepayment Date, the Holder shall surrender this Note to the Maker at
the place  designated  in the Maker  Prepayment  Notice and shall  thereupon  be
entitled to receive payment of the prepayment  price.  "Market Price" shall mean
one hundred  percent (100%) of the average Closing Bid Price, as defined herein,
for the Maker's Common Stock for the five (5) Trading Days prior to the date the
Maker Prepayment Notice is sent by the Maker via facsimile to the Holder.

            Section 3.8 Inability to Fully Convert.

            (a)   Holder's  Option if Maker Cannot Fully  Convert.  If, upon the
Maker's receipt of a Conversion  Notice, the Maker cannot issue shares of Common
Stock  registered  for resale under the  Registration  Statement for any reason,
including, without limitation,  because the Maker (w) does not have a sufficient
number of shares of Common  Stock  authorized  and  available,  (x) is otherwise
prohibited  by  applicable  law or by the  rules  or  regulations  of any  stock
exchange,  interdealer  quotation system or other  self-regulatory  organization
with  jurisdiction  over the Maker or any of its securities  from issuing all of
the Common  Stock which is to be issued to the Holder  pursuant to a  Conversion
Notice or (y)  fails to have a  sufficient  number  of  shares  of Common  Stock
registered  for resale under the  Registration  Statement,  then the Maker shall
issue as many shares of Common Stock as it is able to issue in  accordance  with
the Holder's  Conversion Notice and, with respect to the unconverted  portion of
this Note, the Holder, solely at Holder's option, can elect to:

                  require  the Maker to  prepay  that  portion  of this Note for
which the Maker is unable to issue Common Stock in accordance  with the Holder's
Conversion Notice (the "Mandatory Prepayment") at a price per share equal to the
Triggering  Event  Prepayment  Price as of such  Conversion Date (the "Mandatory
Prepayment Price");

                  (ii)  if the Maker's inability to fully convert is pursuant to
Section 3.8(a)(x) above,  require the Maker to issue restricted shares of Common
Stock in accordance with such holder's Conversion Notice;

                  (iii) void its Conversion  Notice and retain or have returned,
as the  case  may  be,  this  Note  that  was to be  converted  pursuant  to the
Conversion  Notice  (provided that the Holder's  voiding its  Conversion  Notice
shall not effect the Maker's obligations to make any payments which have accrued
prior to the date of such notice).


                                       27



In the  event a Holder  shall  elect to  convert  any  portion  of its  Notes as
provided herein, the Maker cannot refuse conversion based on any claim that such
Holder or any one associated or affiliated  with such Holder has been engaged in
any violation of law,  violation of an agreement to which such Holder is a party
or for any reason  whatsoever,  unless,  an injunction  from a court, on notice,
restraining and or adjoining  conversion of all or of said Notes shall have been
issued and the Maker  posts a surety  bond for the  benefit of such Holder in an
amount equal to 130% of the principal amount of the Notes the Holder has elected
to  convert,  which  bond  shall  remain  in  effect  until  the  completion  of
arbitration/litigation of the dispute and the proceeds of which shall be payable
to such Holder in the event it obtains judgment.

            (b)   Mechanics of  Fulfilling  Holder's  Election.  The Maker shall
immediately  send via facsimile to the Holder,  upon receipt of a facsimile copy
of a  Conversion  Notice  from the Holder  which  cannot be fully  satisfied  as
described in Section  3.8(a) above,  a notice of the Maker's  inability to fully
satisfy the Conversion  Notice (the "Inability to Fully Convert  Notice").  Such
Inability to Fully Convert Notice shall indicate (i) the reason why the Maker is
unable to fully satisfy such holder's Conversion Notice, (ii) the amount of this
Note which cannot be converted  and (iii) the  applicable  Mandatory  Prepayment
Price.  The Holder shall  notify the Maker of its  election  pursuant to Section
3.8(a) above by delivering written notice via facsimile to the Maker ("Notice in
Response to Inability to Convert").

            (c)   Payment of Prepayment Price. If the Holder shall elect to have
its Notes prepaid  pursuant to Section  3.8(a)(i) above, the Maker shall pay the
Mandatory  Prepayment Price to the Holder within thirty (30) days of the Maker's
receipt of the Holder's  Notice in Response to  Inability  to Convert,  provided
that  prior to the  Maker's  receipt  of the  Holder's  Notice  in  Response  to
Inability to Convert the Maker has not delivered a notice to the Holder stating,
to the satisfaction of the Holder,  that the event or condition resulting in the
Mandatory  Prepayment has been cured and all Conversion  Shares  issuable to the
Holder can and will be delivered to the Holder in  accordance  with the terms of
this Note. If the Maker shall fail to pay the  applicable  Mandatory  Prepayment
Price to the Holder on a timely basis as described in this Section 3.8(c) (other
than pursuant to a dispute as to the determination of the arithmetic calculation
of the  Prepayment  Price),  in addition to any remedy the Holder may have under
this Note and the Purchase Agreement,  such unpaid amount shall bear interest at
the rate of two percent (2%) per month  (prorated for partial months) until paid
in  full.  Until  the  full  Mandatory  Prepayment  Price is paid in full to the
Holder,  the Holder may (i) void the Mandatory  Prepayment  with respect to that
portion of the Note for which the full Mandatory  Prepayment  Price has not been
paid,  (ii) receive back such Note, and (iii) require that the Conversion  Price
of such returned Note be adjusted to the lesser of (A) the  Conversion  Price as
in effect on the date on which the Holder  voided the Mandatory  Prepayment  and
(B) the lowest  Closing Bid Price during the period  beginning on the Conversion
Date and ending on the date the Holder voided the Mandatory Prepayment.

            (d)   Pro-rata  Conversion  and  Prepayment.  In the event the Maker
receives a Conversion  Notice from more than one holder of the Notes on the same
day and the  Maker  can  convert  and  prepay  some,  but not all,  of the Notes
pursuant  to this  Section  3.8,  the Maker  shall  convert and prepay from each
holder of the Notes  electing  to have its Notes  converted  and prepaid at such
time an amount equal to such  holder's  pro-rata  amount (based on the principal
amount of the Notes held by such holder relative to the principal  amount of the
Notes outstanding) of all the Notes being converted and prepaid at such time.


                                       28



            Section 3.9 No Rights as Shareholder. Nothing contained in this Note
shall be construed as  conferring  upon the Holder,  prior to the  conversion of
this Note, the right to vote or to receive dividends or to consent or to receive
notice as a  shareholder  in respect  of any  meeting  of  shareholders  for the
election of directors of the Maker or of any other  matter,  or any other rights
as a shareholder of the Maker.



                                   ARTICLE XI

                                  MISCELLANEOUS

            Section 11.1 Notices. Any notice, demand,  request,  waiver or other
communication  required or permitted to be given  hereunder  shall be in writing
and shall be effective (a) upon hand delivery by telex (with correct answer back
received),  telecopy or  facsimile  at the address or number  designated  in the
Purchase  Agreement (if delivered on a business day during normal business hours
where such notice is to be received),  or the first  business day following such
delivery (if delivered other than on a business day during normal business hours
where such notice is to be received) or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such
address,  or upon actual receipt of such mailing,  whichever  shall first occur.
The Maker will give written notice to the Holder at least ten (10) days prior to
the date on which the Maker takes a record (x) with  respect to any  dividend or
distribution   upon  the  Common  Stock,  (y)  with  respect  to  any  pro  rata
subscription  offer to holders of Common Stock or (z) for determining  rights to
vote with respect to any Organic Change, dissolution,  liquidation or winding-up
and in no event  shall such  notice be  provided  to such  holder  prior to such
information  being made known to the  public.  The Maker will also give  written
notice  to the  Holder  at least  ten (10)  days  prior to the date on which any
Organic Change, dissolution, liquidation or winding-up will take place and in no
event  shall such notice be  provided  to the Holder  prior to such  information
being made known to the public.  The Maker shall  promptly  notify the Holder of
this Note of any notices sent or received,  or any actions taken with respect to
the Other Notes.

            Section 11.2  Governing  Law.  This Note  shall be  governed  by and
construed in accordance with the internal laws of the State of New York, without
giving  effect to any of the conflicts of law  principles  which would result in
the application of the substantive law of another jurisdiction.  This Note shall
not be interpreted or construed with any  presumption  against the party causing
this Note to be drafted.

            Section 11.3 Headings. Article and section headings in this Note are
included  herein for purposes of  convenience  of  reference  only and shall not
constitute a part of this Note for any other purpose.

            Section  11.4  Remedies,   Characterizations,   Other   Obligations,
Breaches and  Injunctive  Relief.  The  remedies  provided in this Note shall be
cumulative and in addition to all other remedies  available  under this Note, at
law  or  in  equity  (including,   without  limitation,  a  decree  of  specific
performance and/or other injunctive relief), no remedy contained herein shall be
deemed a waiver of compliance with the provisions giving rise to such remedy and
nothing  herein shall limit a holder's  right to pursue  actual  damages for any
failure by the Maker to comply with the terms of this Note. Amounts set forth or
provided for herein with respect to payments,  conversion  and the like (and the


                                       29



computation  thereof)  shall be the amounts to be received by the holder thereof
and shall not,  except as  expressly  provided  herein,  be subject to any other
obligation of the Maker (or the  performance  thereof).  The Maker  acknowledges
that a breach by it of its  obligations  hereunder  will cause  irreparable  and
material  harm to the Holder and that the remedy at law for any such  breach may
be inadequate.  Therefore the Maker agrees that, in the event of any such breach
or  threatened  breach,  the Holder shall be entitled,  in addition to all other
available  rights and  remedies,  at law or in equity,  to seek and obtain  such
equitable  relief,  including but not limited to an injunction  restraining  any
such breach or threatened breach, without the necessity of showing economic loss
and without any bond or other security being required.

            Section 11.5 Enforcement Expenses. The Maker agrees to pay all costs
and  expenses  of  enforcement  of this  Note,  including,  without  limitation,
reasonable attorneys' fees and expenses.

            Section 11.6 Binding  Effect.  The  obligations of the Maker and the
Holder set forth herein shall be binding upon the successors and assigns of each
such party, whether or not such successors or assigns are permitted by the terms
hereof.

            Section 11.7 Amendments. This Note may not be modified or amended in
any manner except in writing executed by the Maker and the Holder.

            Section 11.8  Compliance  with  Securities  Laws. The Holder of this
Note  acknowledges  that this Note is being acquired solely for the Holder's own
account and not as a nominee for any other party,  and for investment,  and that
the Holder shall not offer,  sell or otherwise  dispose of this Note.  This Note
and any Note issued in substitution or replacement therefore shall be stamped or
imprinted with a legend in substantially the following form:

            "THIS NOTE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES
            ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE
            SECURITIES  LAWS,  AND MAY NOT BE SOLD OR TRANSFERRED IN
            THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER
            OF AN  OPINION OF  COUNSEL  IN THE FORM,  SUBSTANCE  AND
            SCOPE  REASONABLY  SATISFACTORY  TO THE MAKER  THAT THIS
            NOTE MAY BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE
            DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION  UNDER
            THE ACT AND SUCH STATE SECURITIES LAWS."

            Section 11.9  Consent  to  Jurisdiction.  Each of the  Maker and the
Holder  (i) hereby  irrevocably  submits to the  exclusive  jurisdiction  of the
United States  District  Court sitting in the Southern  District of New York and
the courts of the State of New York  located in New York county for the purposes
of any suit,  action or  proceeding  arising out of or relating to this Note and
(ii)  hereby  waives,  and  agrees  not to  assert in any such  suit,  action or
proceeding,  any claim that it is not personally  subject to the jurisdiction of
such court,  that the suit,  action or proceeding is brought in an  inconvenient
forum or that the venue of the suit,  action or proceeding is improper.  Each of
the Maker and the  Holder  consents  to process  being  served in any such suit,


                                       30



action or  proceeding  by mailing a copy thereof to such party at the address in
effect  for  notices to it under the  Purchase  Agreement  and agrees  that such
service  shall  constitute  good and  sufficient  service of process  and notice
thereof.  Nothing in this  Section 4.9 shall  affect or limit any right to serve
process in any other manner  permitted by law.  Each of the Maker and the Holder
hereby agree that the prevailing party in any suit, action or proceeding arising
out of or  relating  to  this  Note  shall  be  entitled  to  reimbursement  for
reasonable legal fees from the non-prevailing party.

            Section 11.10 Parties in Interest.  This Note shall be binding upon,
inure to the benefit of and be  enforceable  by the Maker,  the Holder and their
respective successors and permitted assigns.

            Section 11.11 Failure or Indulgence Not Waiver.  No failure or delay
on the part of the  Holder in the  exercise  of any  power,  right or  privilege
hereunder  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise  of any  such  power,  right or  privilege  preclude  other or  further
exercise thereof or of any other right, power or privilege.

            Section  11.12  Maker  Waivers.  Except  as  otherwise  specifically
provided herein,  the Maker and all others that may become liable for all or any
part of the  obligations  evidenced  by this  Note,  hereby  waive  presentment,
demand,  notice of  nonpayment,  protest and all other  demands'  and notices in
connection  with the delivery,  acceptance,  performance and enforcement of this
Note,  and do hereby consent to any number of renewals of extensions of the time
or payment  hereof and agree that any such  renewals or  extensions  may be made
without notice to any such persons and without  affecting their liability herein
and do further  consent to the release of any person liable hereon,  all without
affecting  the  liability  of the other  persons,  firms or Maker liable for the
payment of this Note, AND DO HEREBY WAIVE TRIAL BY JURY.

            (a)   No delay or omission  on the part of the Holder in  exercising
its rights under this Note, or course of conduct relating hereto,  shall operate
as a waiver  of such  rights  or any other  right of the  Holder,  nor shall any
waiver by the Holder of any such right or rights on any one occasion be deemed a
waiver of the same right or rights on any future occasion.

            (b)   THE MAKER ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE
IS A PART IS A COMMERCIAL  TRANSACTION,  AND TO THE EXTENT ALLOWED BY APPLICABLE
LAW,  HEREBY  WAIVES  ITS  RIGHT TO  NOTICE  AND  HEARING  WITH  RESPECT  TO ANY
PREJUDGMENT  REMEDY WHICH THE HOLDER OR ITS  SUCCESSORS OR ASSIGNS MAY DESIRE TO
USE.

            Section 4.13  Definitions.  For the purposes  hereof,  the following
terms shall have the following meanings:

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

            "Trading Day" means (a) a day on which the Common Stock is traded on
Nasdaq,  or (b) if the Common Stock is not listed on Nasdaq,  a day on which the
Common Stock is traded on any other registered  national stock exchange,  or (c)
if the  Common  Stock is not  traded  on any  other  registered  national  stock
exchange,  a day on which the Common Stock is traded on the OTC Bulletin  Board,


                                       31



or (d) if the Common  Stock is not traded on the OTC  Bulletin  Board,  a day on
which the Common Stock is quoted in the  over-the-counter  market as reported by
the National  Quotation  Bureau  Incorporated  (or any similar  organization  or
agency succeeding its functions of reporting prices); provided, however, that in
the event that the Common Stock is not listed or quoted as set forth in (a), (b)
or (c) hereof,  then Trading Day shall mean any day except Saturday,  Sunday and
any day which shall be a legal holiday or a day on which banking institutions in
the State of New York are  authorized  or  required  by law or other  government
action to close.


                                                MULTIBAND CORPORATION


                                                By:_____________________________
                                                   Name:
                                                   Title:




                                       32





                                    EXHIBIT A

                               WIRE INSTRUCTIONS.



Payee: __________________________________________________________

Bank:  __________________________________________________________

Address: ________________________________________________________
         ________________________________________________________

Bank No.: _______________________________________________________

Account No.:  ___________________________________________________

Account Name: ___________________________________________________







                                       33



                                     FORM OF

                              NOTICE OF CONVERSION

     (To be Executed by the Registered Holder in order to Convert the Note)

The undersigned hereby  irrevocably elects to convert $ ________________  of the
principal  amount  of the above  Note No.  ___ into  shares  of Common  Stock of
Multiband  Corporation (the "Maker")  according to the conditions  hereof, as of
the date written below.

Date of Conversion _________________________________________________________

Applicable Conversion Price __________________________________________________

Number of shares of Common Stock beneficially owned or deemed beneficially owned
by the Holder on the Date of Conversion:_________________________


Signature___________________________________________________________________
        [Name]

Address:__________________________________________________________________
        __________________________________________________________________





                                       34



                                   Schedule I
                               Senior Indebtedness



1.    Convergent  Capital Partners I, L.P.; Amount of indebtedness  outstanding:
      $__________

2.    Laurus Master Fund, Ltd.; Amount of indebtedness outstanding: $__________

3.    Textron; Amount of indebtedness outstanding: $__________







                                       35



                         REGISTRATION RIGHTS AGREEMENT



            This  Registration  Rights Agreement (this  "Agreement") is made and
entered into as of November  __, 2004,  by and among  Multiband  Corporation,  a
Minnesota  corporation (the "Company"),  and the purchasers listed on Schedule I
hereto (the "Purchasers").

            This  Agreement is being  entered into pursuant to the Note Purchase
Agreement  dated as of the date hereof among the Company and the Purchasers (the
"Purchase Agreement").

            The Company and the Purchasers hereby agree as follows:

      1.    Definitions.

            Capitalized terms used and not otherwise  defined  herein shall have
the  meanings  given  such  terms  in the  Purchase  Agreement.  As used in this
Agreement, the following terms shall have the following meanings:

            "Advice" shall have meaning set forth in Section 3(m).

            "Affiliate" means, with respect to any Person, any other Person that
directly or indirectly controls or is controlled by or under common control with
such Person.  For the  purposes of this  definition,  "control,"  when used with
respect to any Person, means the possession, direct or indirect, of the power to
direct or cause the  direction  of the  management  and policies of such Person,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms of  "affiliated,"  "controlling"  and  "controlled"  have meanings
correlative to the foregoing.

            "Board" shall have meaning set forth in Section 3(n).

            "Business  Day"  means any day except  Saturday,  Sunday and any day
which shall be a legal  holiday or a day on which  banking  institutions  in the
state  of New  York  generally  are  authorized  or  required  by  law or  other
government actions to close.

            "Closing  Date"  means the date of the closing of the  purchase  and
sale of the Notes pursuant to the Purchase Agreement.

            "Commission" means the Securities and Exchange Commission.

            "Common  Stock" means the Company's  Common Stock,  no par value per
share.

            "Effectiveness   Date"  means  with  respect  to  the   Registration
Statement  the earlier of the one hundred  twentieth  (120th) day  following the
Closing Date or the date which is within three (3) business days of the date the
Commission  informs  the  Company  that the  Commission  (i) will not review the
Registration  Statement or (ii) that the Company may request the acceleration of
the  effectiveness  of the  Registration  Statement  and the Company  makes such
request.

            "Effectiveness  Period"  shall have the meaning set forth in Section
2.





            "Event" shall have the meaning set forth in Section 7(d).

            "Event Date" shall have the meaning set forth in Section 7(d).

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

            "Filing  Date" means with respect to the  Registration  Statement no
later than forty-five (45) days following the Closing Date.

            "Holder" or "Holders"  means the holder or holders,  as the case may
be, from time to time of Registrable Securities.

            "Indemnified  Party"  shall  have the  meaning  set forth in Section
5(c).

            "Indemnifying  Party"  shall have the  meaning  set forth in Section
5(c).

            "Losses" shall have the meaning set forth in Section 5(a).

            "Person" means an individual or a corporation,  partnership,  trust,
incorporated or  unincorporated  association,  joint venture,  limited liability
company, joint stock company,  government (or an agency or political 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.

            "Prospectus"  means  the  prospectus  included  in the  Registration
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities Act), as amended or supplemented by any prospectus  supplement,  with
respect  to  the  terms  of  the  offering  of any  portion  of the  Registrable
Securities covered by the Registration  Statement,  and all other amendments and
supplements to the  Prospectus,  including  post-effective  amendments,  and all
material incorporated by reference in such Prospectus.

            "Registrable  Securities"  means the shares of Common Stock issuable
upon conversion of the Notes.

            "Registration  Statement" means the registration  statements and any
additional registration statements contemplated by Section 2, including (in each
case) the Prospectus,  amendments and supplements to such registration statement
or  Prospectus,  including  pre- and  post-effective  amendments,  all  exhibits
thereto,  and all  material  incorporated  by  reference  in  such  registration
statement.

            "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.

            "Rule 158" means Rule 158 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.





            "Rule 415" means Rule 415 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.

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

            "Special  Counsel"  means one special  counsel to the  Holders,  for
which the Holders will be reimbursed by the Company pursuant to Section 4.

      2.    Resale Registration.

            On or prior to the Filing  Date the Company  shall  prepare and file
with the Commission a "resale"  Registration  Statement covering all Registrable
Securities  for an offering to be made on a  continuous  basis  pursuant to Rule
415. The  Registration  Statement shall be on Form S-1 (except if the Company is
not then eligible to register for resale the Registrable Securities on Form S-1,
in  which  case  such  registration  shall  be on  another  appropriate  form in
accordance herewith). The Company shall (i) not permit any securities other than
the  Registrable  Securities and the  securities  listed on Schedule II attached
hereto to be included in the Registration  Statement and (ii) use its reasonable
best efforts to cause the Registration  Statement to be declared effective under
the Securities Act as promptly as possible after the filing thereof,  but in any
event prior to the Effectiveness  Date, and to keep such Registration  Statement
continuously  effective  under  the  Securities  Act  until  such date as is the
earlier  of (x)  the  date  when  all  Registrable  Securities  covered  by such
Registration  Statement have been sold or (y) the date on which the  Registrable
Securities  may  be  sold  without  any  restriction  pursuant  to  Rule  144 as
determined by the counsel to the Company  pursuant to a written  opinion letter,
addressed to the  Company's  transfer  agent to such effect (the  "Effectiveness
Period").

      3.    Registration Procedures.

            In connection with the Company's registration obligations hereunder,
the Company shall:

            (a) Prepare and file with the  Commission  on or prior to the Filing
Date,  a  Registration  Statement  on Form  S-1 (or if the  Company  is not then
eligible to register for resale the Registrable Securities on Form S-1, in which
case  such  registration  shall be on  another  appropriate  form in  accordance
herewith) in accordance  with the method or methods of  distribution  thereof as
specified by the Holders (except if otherwise directed by the Holders),  and use
its  reasonable  best  efforts  to cause the  Registration  Statement  to become
effective and remain effective as provided herein;  provided,  however, that not
less than  three  (3)  Business  Days  prior to the  filing of the  Registration
Statement  or any related  Prospectus  or any  amendment or  supplement  thereto
(including any document that would be  incorporated  therein by reference),  the
Company shall (i) furnish to the Special  Counsel,  copies of all such documents
proposed  to be  filed,  which  documents  (other  than  those  incorporated  by
reference) will be subject to the review of such Special Counsel, and (ii) cause
its officers and directors, counsel and independent certified public accountants
to respond to such inquiries as shall be necessary, in the reasonable opinion of
Special Counsel, to conduct a reasonable investigation within the meaning of the
Securities  Act. Unless  otherwise  advised by outside counsel to the Company in
its reasonable judgment,  the Company shall not file the Registration  Statement
or any such  Prospectus or any  amendments or  supplements  thereto to which the
Special Counsel shall reasonably  object in writing within two (2) Business Days
of its receipt thereof; provided,  however, that Special Counsel may only object
to  the  filing  of  the  Registration   Statement  if  such  objection  relates
specifically  to the  Holders  or may affect  the  timely  effectiveness  of the
Registration Statement.


                                       38



            (b) (i)  Prepare  and file  with  the  Commission  such  amendments,
including  post-effective  amendments,  to the Registration  Statement as may be
necessary to keep the Registration  Statement  continuously  effective as to the
applicable  Registrable  Securities for the Effectiveness Period and prepare and
file with the Commission  such  additional  Registration  Statements in order to
register for resale under the Securities Act all of the Registrable  Securities;
(ii) cause the related  Prospectus to be amended or supplemented by any required
Prospectus supplement, and as so supplemented or amended to be filed pursuant to
Rule  424 (or any  similar  provisions  then in  force)  promulgated  under  the
Securities  Act;  (iii)  respond as promptly as possible,  but in no event later
than ten (10)  Business  Days,  to any comments or inquiries  received  from the
Commission with respect to the Registration  Statement or any amendment  thereto
and as promptly as possible  provide the Holders true and complete copies of all
correspondence   from  and  to  the  Commission  relating  to  the  Registration
Statement,  such  correspondence from the Company showing the Company date stamp
evidencing  the date of receipt;  and (iv) comply in all material  respects with
the  provisions of the  Securities  Act and the Exchange Act with respect to the
disposition of all Registrable  Securities covered by the Registration Statement
during  the  applicable  period  in  accordance  with the  intended  methods  of
disposition by the Holders thereof set forth in the Registration Statement as so
amended or in such Prospectus as so supplemented.

            (c) Notify any Special  Counsel as promptly as possible (and, in the
case of (i)(A) below,  not less than five (5) days prior to such filing)  (i)(A)
when a Prospectus or any Prospectus  supplement or  post-effective  amendment to
the  Registration  Statement  is filed;  (B) when the  Commission  notifies  the
Company  whether  there will be a "review" of such  Registration  Statement  and
whenever the Commission  comments in writing on such Registration  Statement and
(C) with respect to the Registration Statement or any post-effective  amendment,
when the same has become effective; (ii) of any request by the Commission or any
other federal or state  governmental  authority for amendments or supplements to
the Registration Statement or Prospectus or for additional information; (iii) of
the issuance by the Commission of any stop order suspending the effectiveness of
the Registration  Statement covering any or all of the Registrable Securities or
the initiation of any Proceedings  for that purpose;  (iv) if at any time any of
the  representations  and  warranties of the Company  contained in any agreement
contemplated hereby ceases to be true and correct in all material respects;  (v)
of the receipt by the Company of any notification with respect to the suspension
of the  qualification or exemption from  qualification of any of the Registrable
Securities for sale in any jurisdiction, or the initiation or threatening of any
Proceeding for such purpose;  and (vi) of the occurrence of any event that makes
any statement made in the  Registration  Statement or Prospectus or any document
incorporated  or deemed to be  incorporated  therein by reference  untrue in any
material respect or that requires any revisions to the  Registration  Statement,
Prospectus or other documents so that, in the case of the Registration Statement
or the Prospectus,  as the case may be, it will not contain any untrue statement
of a material  fact or omit to state any  material  fact  required  to be stated
therein  or  necessary  to make  the  statements  therein,  in the  light of the
circumstances under which they were made, not misleading.

            (d) Use its reasonable best efforts to avoid the issuance of, or, if
issued,  obtain the withdrawal of, (i) any order suspending the effectiveness of
the  Registration  Statement or (ii) any  suspension  of the  qualification  (or
exemption from  qualification) of any of the Registrable  Securities for sale in
any jurisdiction, at the earliest practicable moment.


                                       39



            (e) If  requested  by the  Holders of a majority  in interest of the
Registrable  Securities,  (i) promptly incorporate in a Prospectus supplement or
post-effective  amendment to the Registration  Statement such information as the
Company  reasonably agrees should be included therein and (ii) make all required
filings of such Prospectus  supplement or such post-effective  amendment as soon
as practicable after the Company has received  notification of the matters to be
incorporated in such Prospectus supplement or post-effective amendment.

            (f) Furnish to each Holder and any Special Counsel,  without charge,
at least one conformed  copy of each  Registration  Statement and each amendment
thereto,   including   financial   statements  and   schedules,   all  documents
incorporated or deemed to be incorporated therein by reference, and all exhibits
to the extent requested by such Person (including those previously  furnished or
incorporated by reference)  promptly after the filing of such documents with the
Commission.

            (g) Promptly deliver to each Holder and any Special Counsel, without
charge, as many copies of the Prospectus or Prospectuses (including each form of
prospectus)  and each amendment or supplement  thereto as such Holder or Special
Counsel may reasonably  request.  The Company hereby  consents to the use of any
Prospectus  and each  amendment  or  supplement  thereto by each of the  selling
Holders in connection with the offering and sale of the  Registrable  Securities
covered by such Prospectus and any amendment or supplement thereto.

            (h) Prior to any public offering of Registrable Securities,  use its
reasonable  best  efforts to register or qualify or  cooperate  with the selling
Holders  and  any  Special  Counsel  in  connection  with  the  registration  or
qualification  (or exemption from such  registration or  qualification)  of such
Registrable  Securities for offer and sale under the securities or Blue Sky laws
of such  jurisdictions  within  the  United  States as any  Holder  requests  in
writing,   to  keep  each  such  registration  or  qualification  (or  exemption
therefrom) effective during the Effectiveness Period and to do any and all other
acts or  things  necessary  or  advisable  to  enable  the  disposition  in such
jurisdictions of the Registrable Securities covered by a Registration Statement;
provided,  however,  that the Company shall not be required to qualify generally
to do business in any jurisdiction  where it is not then so qualified or to take
any  action  that would  subject  it to  general  service of process in any such
jurisdiction  where it is not then so  subject  or  subject  the  Company to any
material tax in any such jurisdiction where it is not then so subject.

            (i) Cooperate with the Holders to facilitate the timely  preparation
and delivery of  certificates  representing  Registrable  Securities  to be sold
pursuant to a Registration  Statement,  which  certificates shall be free of all
restrictive  legends  so long as the  Holder has  complied  with all  applicable
securities laws in connection with such sale,  including the prospectus delivery
requirements,   and  to  enable  such  Registrable  Securities  to  be  in  such
denominations  and registered in such names as any Holder may request in writing
at least two (2) Business Days prior to any sale of Registrable Securities.

            (j)  Upon  the  occurrence  of any  event  contemplated  by  Section
3(c)(vi), as promptly as possible, prepare a supplement or amendment,  including
a post-effective amendment, to the Registration Statement or a supplement to the
related  Prospectus or any document  incorporated  or deemed to be  incorporated
therein  by  reference,  and file  any  other  required  document  so  that,  as
thereafter  delivered,  neither the  Registration  Statement nor such Prospectus
will contain an untrue  statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements  therein,
in the light of the circumstances under which they were made, not misleading.


                                       40



            (k) Use  its  reasonable  best  efforts  to  cause  all  Registrable
Securities  relating to the  Registration  Statement  to be listed on the Nasdaq
SmallCap Market or any other securities exchange, quotation system or market, if
any, on which  similar  securities  issued by the Company are then listed as and
when required pursuant to the Purchase Agreement.

            (l) Comply in all material  respects with all  applicable  rules and
regulations  of the  Commission  and make  generally  available  to its security
holders  earning  statements  satisfying  the provisions of Section 11(a) of the
Securities Act and Rule 158 not later than forty-five (45) days after the end of
any 12-month period (or ninety (90) days after the end of any 12-month period if
such period is a fiscal  year)  commencing  on the first day of the first fiscal
quarter of the Company  after the  Effectiveness  Date,  which  statement  shall
conform to the requirements of Rule 158.

            (m) The Company may require  each  selling  Holder to furnish to the
Company  information   regarding  such  Holder  and  the  distribution  of  such
Registrable Securities as is required by law to be disclosed in the Registration
Statement,  and the Company may exclude from such  registration  the Registrable
Securities of any such Holder who unreasonably fails to furnish such information
within a reasonable time after receiving such request.

            If the  Registration  Statement  refers  to any  Holder  by  name or
otherwise as the holder of any securities of the Company, then such Holder shall
have the right to require (if such reference to such Holder by name or otherwise
is not required by the  Securities  Act or any similar  federal  statute then in
force)  the  deletion  of the  reference  to such  Holder  in any  amendment  or
supplement to the  Registration  Statement  filed or prepared  subsequent to the
time that such reference ceases to be required.

            Each  Holder  covenants  and  agrees  that  (i) it will not sell any
Registrable  Securities under the  Registration  Statement until it has received
copies of the  Prospectus as then amended or  supplemented  as  contemplated  in
Section 3(g) and notice from the Company that such  Registration  Statement  and
any  post-effective  amendments thereto have become effective as contemplated by
Section 3(c) and (ii) it and its officers, directors or Affiliates, if any, will
comply  with the  prospectus  delivery  requirements  of the  Securities  Act as
applicable to them in connection with sales of Registrable  Securities  pursuant
to the Registration Statement.

            Each Holder agrees by its acquisition of such Registrable Securities
that,  upon receipt of a notice from the Company of the  occurrence of any event
of the  kind  described  in  Section  3(c)(ii),  3(c)(iii),  3(c)(iv),  3(c)(v),
3(c)(vi) or 3(n),  such Holder will  forthwith  discontinue  disposition of such
Registrable  Securities  under the  Registration  Statement  until such Holder's
receipt of the copies of the supplemented Prospectus and/or amended Registration
Statement  contemplated  by Section 3(j), or until it is advised in writing (the
"Advice")  by the  Company  that  the use of the  applicable  Prospectus  may be
resumed,  and,  in  either  case,  has  received  copies  of any  additional  or
supplemental  filings  that are  incorporated  or deemed to be  incorporated  by
reference in such Prospectus or Registration Statement.

            (n) If (i) there is material  non-public  information  regarding the
Company  which  the  Company's  Board  of  Directors  (the  "Board")  reasonably
determines  not to be in the  Company's  best interest to disclose and which the
Company is not  otherwise  required to disclose,  or (ii) there is a significant
business  opportunity  (including,  but  not  limited  to,  the  acquisition  or


                                       41



disposition  of assets  (other than in the  ordinary  course of business) or any
merger,  consolidation,  tender offer or other similar transaction) available to
the Company  which the Board  reasonably  determines  not to be in the Company's
best interest to disclose,  then the Company may (x) postpone or suspend  filing
of a registration  statement for a period not to exceed thirty (30)  consecutive
days or (y) postpone or suspend effectiveness of a registration  statement for a
period not to exceed twenty (20) consecutive days; provided that the Company may
not postpone or suspend  effectiveness  of a registration  statement  under this
Section  3(n) for more than  forty-five  (45) days in the  aggregate  during any
12-month  period;  provided,  however,  that no such  postponement or suspension
shall be permitted for  consecutive  twenty (20) day periods  arising out of the
same set of facts, circumstances or transactions.

      4.    Registration Expenses.

            All fees and expenses  incident to the  performance of or compliance
with this  Agreement  by the Company,  except as and to the extent  specified in
this  Section 4, shall be borne by the Company  whether or not the  Registration
Statement  is filed or becomes  effective  and  whether  or not any  Registrable
Securities  are  sold  pursuant  to the  Registration  Statement.  The  fees and
expenses  referred  to  in  the  foregoing   sentence  shall  include,   without
limitation, (i) all registration and filing fees (including, without limitation,
fees and  expenses  (A) with  respect  to filings  required  to be made with the
Nasdaq  SmallCap  Market and each other  securities  exchange or market on which
Registrable  Securities are required hereunder to be listed, (B) with respect to
filing  fees  required  to be paid to the  National  Association  of  Securities
Dealers,  Inc. and the NASD  Regulation,  Inc. and (C) in compliance  with state
securities  or  Blue  Sky  laws  (including,   without   limitation,   fees  and
disbursements   of  counsel  for  the  Holders  in  connection   with  Blue  Sky
qualifications   of  the  Registrable   Securities  and   determination  of  the
eligibility of the Registrable  Securities for investment under the laws of such
jurisdictions  as the  holders  of a  majority  of  Registrable  Securities  may
designate)), (ii) printing expenses (including, without limitation,  expenses of
printing certificates for Registrable Securities and of printing prospectuses if
the  printing of  prospectuses  is requested by the Holders of a majority of the
Registrable Securities included in the Registration Statement), (iii) messenger,
telephone and delivery expenses,  (iv) fees and disbursements of counsel for the
Company and Special Counsel for the Holders, in the case of the Special Counsel,
to a maximum amount of $5,000,  (v) Securities Act liability  insurance,  if the
Company so  desires  such  insurance,  and (vi) fees and  expenses  of all other
Persons  retained  by the Company in  connection  with the  consummation  of the
transactions contemplated by this Agreement,  including, without limitation, the
Company's independent public accountants  (including the expenses of any comfort
letters or costs associated with the delivery by independent  public accountants
of a comfort  letter or comfort  letters).  In  addition,  the Company  shall be
responsible  for all of its internal  expenses  incurred in connection  with the
consummation  of the  transactions  contemplated  by this Agreement  (including,
without  limitation,  all salaries  and  expenses of its officers and  employees
performing legal or accounting duties), the expense of any annual audit, as well
as the fees  and  expenses  incurred  in  connection  with  the  listing  of the
Registrable Securities on any securities exchange as required hereunder.

      5.    Indemnification.

            (a)   Indemnification   by   the   Company.   The   Company   shall,
notwithstanding  any termination of this Agreement,  indemnify and hold harmless
each Holder,  the officers,  directors,  agents,  brokers (including brokers who
offer and sell  Registrable  Securities  as principal as a result of a pledge or
any failure to perform under a margin call of Common Stock), investment advisors
and employees of each of them,  each Person who controls any such Holder (within


                                       42



the meaning of Section 15 of the  Securities  Act or Section 20 of the  Exchange
Act) and the officers,  directors, agents and employees of each such controlling
Person,  to the fullest extent permitted by applicable law, from and against any
and  all  losses,  claims,  damages,  liabilities,   costs  (including,  without
limitation,   costs  of   preparation   and   attorneys'   fees)  and   expenses
(collectively,  "Losses"), as incurred, arising out of or relating to any untrue
or alleged  untrue  statement of a material fact  contained in the  Registration
Statement,  any  Prospectus  or any form of  prospectus  or in any  amendment or
supplement  thereto  or in any  preliminary  prospectus,  or  arising  out of or
relating to any omission or alleged  omission of a material  fact required to be
stated therein or necessary to make the  statements  therein (in the case of any
Prospectus  or form of prospectus  or  supplement  thereto,  in the light of the
circumstances under which they were made) not misleading,  except to the extent,
but only to the extent,  that (i) such untrue  statements or omissions are based
solely upon information  regarding such Holder or such other  Indemnified  Party
furnished in writing to the Company by such Holder expressly for use therein and
(ii) that the foregoing  indemnity  agreement is subject to the condition  that,
insofar  as it  relates to any untrue  statement,  allegedly  untrue  statement,
omission or alleged  omission made in any preliminary  prospectus but eliminated
or  remedied  in  the  final  prospectus  (filed  pursuant  to  Rule  424 of the
Securities Act), such indemnity  agreement shall not inure to the benefit of any
Holder,  underwriter,  broker or other Person acting on behalf of holders of the
Registrable Securities,  from whom the Person asserting any loss, claim, damage,
liability or expense purchased the Registrable  Securities which are the subject
thereof,  if a copy of such final  prospectus  had been made  available  to such
Person and such Holder, underwriter,  broker or other Person acting on behalf of
Holders  of the  Registrable  Securities  and  such  final  prospectus  was  not
delivered to such Person with or prior to the written  confirmation  of the sale
of such  Registrable  Securities  to such Person.  The Company  shall notify the
Holders  promptly of the  institution,  threat or assertion of any Proceeding of
which the Company is aware in connection with the  transactions  contemplated by
this Agreement.

            (b) Indemnification by Holders. Each Holder shall, severally and not
jointly,  indemnify  and hold  harmless the Company,  its  directors,  officers,
agents and employees,  each Person who controls the Company  (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors,  officers,  agents and employees of such controlling  Persons, to the
fullest  extent  permitted by  applicable  law,  from and against all Losses (as
determined by a court of competent  jurisdiction in a final judgment not subject
to appeal or review),  as incurred,  arising  solely out of or based solely upon
any untrue statement of a material fact contained in the Registration Statement,
any  Prospectus,  or any form of  prospectus,  or arising solely out of or based
solely upon any  omission of a material  fact  required to be stated  therein or
necessary to make the statements  therein (in the case of any Prospectus or form
of prospectus or supplement  thereto,  in the light of the  circumstances  under
which they were made) not  misleading,  to the  extent,  but only to the extent,
that such untrue  statement  or  omission is  contained  in any  information  so
furnished in writing by such Holder or other  Indemnifying  Party to the Company
specifically  for inclusion in the  Registration  Statement or such  Prospectus.
Notwithstanding  anything to the contrary contained herein, each Holder shall be
liable  under this  Section 5(b) for only that amount as does not exceed the net
proceeds  to such  Holder  as a  result  of the sale of  Registrable  Securities
pursuant to such Registration Statement.

            (c) Conduct of Indemnification  Proceedings. If any Proceeding shall
be brought or asserted  against any Person  entitled to indemnity  hereunder (an
"Indemnified  Party"),  such Indemnified  Party promptly shall notify the Person
from whom  indemnity  is sought (the  "Indemnifying  Party) in writing,  and the
Indemnifying Party shall assume the defense thereof, including the employment of
counsel reasonably  satisfactory to the Indemnified Party and the payment of all


                                       43



fees and expenses  incurred in connection with defense thereof;  provided,  that
the failure of any  Indemnified  Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except (and only) to the extent that it shall be finally  determined  by a court
of  competent  jurisdiction  (which  determination  is not  subject to appeal or
further  review)  that  such  failure  shall  have  proximately  and  materially
adversely prejudiced the Indemnifying Party.

            An Indemnified Party shall have the right to employ separate counsel
in any such Proceeding and to participate in the defense  thereof,  but the fees
and expenses of such counsel shall be at the expense of such  Indemnified  Party
or Parties unless:  (1) the Indemnifying Party has agreed in writing to pay such
fees and expenses;  or (2) the Indemnifying  Party shall have failed promptly to
assume  the  defense  of  such  Proceeding  and  to  employ  counsel  reasonably
satisfactory to such Indemnified Party in any such Proceeding;  or (3) the named
parties to any such Proceeding  (including any impleaded  parties)  include both
such Indemnified  Party and the Indemnifying  Party, and such Indemnified  Party
shall have been advised by counsel (which shall be reasonably  acceptable to the
Indemnifying  Party)  that a conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying  Party (in
which case, if such Indemnified Party notifies the Indemnifying Party in writing
that it elects to employ  separate  counsel at the  expense of the  Indemnifying
Party,  the  Indemnifying  Party  shall not have the right to assume the defense
thereof and such counsel shall be at the expense of the Indemnifying Party). The
Indemnifying Party shall not be liable for any settlement of any such Proceeding
effected  without its written  consent,  which consent shall not be unreasonably
withheld or delayed.  No  Indemnifying  Party shall,  without the prior  written
consent of the Indemnified Party effect any settlement of any pending Proceeding
in respect of which any  Indemnified  Party is a party,  unless such  settlement
includes an unconditional  release of such Indemnified  Party from all liability
on claims that are the subject matter of such Proceeding.

            All fees and expenses of the Indemnified Party (including reasonable
fees and expenses to the extent  incurred in connection  with  investigating  or
preparing  to defend  such  Proceeding  in a manner not  inconsistent  with this
Section) shall be paid to the Indemnified  Party,  as incurred,  within ten (10)
Business Days of written notice thereof to the Indemnifying Party (regardless of
whether it is ultimately determined that an Indemnified Party is not entitled to
indemnification  hereunder;  provided,  that the Indemnifying  Party may require
such  Indemnified  Party to undertake to reimburse all such fees and expenses to
the extent it is finally  judicially  determined that such Indemnified  Party is
not entitled to indemnification hereunder).

            (d) Contribution.  If a claim for indemnification under Section 5(a)
or 5(b) is unavailable  to an Indemnified  Party because of a failure or refusal
of a governmental  authority to enforce such  indemnification in accordance with
its terms (by  reason of public  policy or  otherwise),  then each  Indemnifying
Party, in lieu of indemnifying such Indemnified  Party,  shall contribute to the
amount paid or payable by such Indemnified  Party as a result of such Losses, in
such proportion as is appropriate to reflect the relative  benefits  received by
the  Indemnifying  Party on the one hand and the Indemnified  Party on the other
from the offering of the Notes. If, but only if, the allocation  provided by the
foregoing  sentence is not  permitted  by  applicable  law,  the  allocation  of
contribution  shall be made in such  proportion as is appropriate to reflect not
only the relative  benefits  referred to in the foregoing  sentence but also the
relative fault, as applicable,  of the Indemnifying  Party and Indemnified Party
in connection  with the actions,  statements or omissions  that resulted in such
Losses as well as any other  relevant  equitable  considerations.  The  relative
fault of such  Indemnifying  Party and Indemnified  Party shall be determined by
reference to, among other things, whether any action in question,  including any
untrue or alleged  untrue  statement  of a material  fact or omission or alleged
omission  of a  material  fact,  has  been  taken  or made  by,  or  relates  to


                                       44



information  supplied by, such Indemnifying  Party or Indemnified Party, and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent  such  action,  statement  or  omission.  The amount  paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to the limitations set forth in Section 5(c), any reasonable attorneys' or other
reasonable  fees or  expenses  incurred  by such  party in  connection  with any
Proceeding to the extent such party would have been indemnified for such fees or
expenses if the  indemnification  provided for in this Section was  available to
such party in accordance with its terms.

            The parties  hereto agree that it would not be just and equitable if
contribution  pursuant  to  this  Section  5(d)  were  determined  by  pro  rata
allocation or by any other method of allocation  that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
No Person guilty of fraudulent  misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any Person
who was not guilty of such fraudulent misrepresentation.

            The indemnity and contribution  agreements contained in this Section
are in addition to any liability that the  Indemnifying  Parties may have to the
Indemnified Parties.  Notwithstanding anything to the contrary contained herein,
the Holders shall be liable under this Section 5(d) for only that amount as does
not  exceed  the  net  proceeds  to  such  Holder  as a  result  of the  sale of
Registrable Securities pursuant to such Registration Statement.

      6.    Rule 144.

            As long as any  Holder  owns any  Shares or  Warrants,  the  Company
covenants  to timely  file (or obtain  extensions  in respect  thereof  and file
within the  applicable  grace  period) all  reports  required to be filed by the
Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange
Act. As long as any Holder owns any  Shares,  if the Company is not  required to
file reports  pursuant to Section  13(a) or 15(d) of the  Exchange  Act, it will
prepare and make publicly  available in accordance with Rule 144(c)  promulgated
under the Securities  Act annual and quarterly  financial  statements,  together
with a  discussion  and  analysis  of such  financial  statements  in  form  and
substance  substantially similar to those that would otherwise be required to be
included in reports  required by Section  13(a) or 15(d) of the Exchange Act, as
well as any other  information  required  thereby,  in the time period that such
filings  would have been  required to have been made under the Exchange Act. The
Company  further  covenants  that it will take such further action as any Holder
may reasonably request in writing,  all to the extent required from time to time
to  enable  such  Person  to sell the  Shares  without  registration  under  the
Securities  Act within the  limitation  of the  exemptions  provided by Rule 144
promulgated  under the Securities  Act,  including  providing any legal opinions
relating to such sale pursuant to Rule 144.


                                       45



      7.    Miscellaneous.

            (a)  Remedies.  In the  event of a  breach  by the  Company  or by a
Holder,  of any of their  obligations  under this Agreement,  each Holder or the
Company,  as the case may be, in  addition to being  entitled  to  exercise  all
rights granted by law and under this Agreement,  including  recovery of damages,
will be entitled to specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary  damages would not provide  adequate
compensation  for any losses  incurred by reason of a breach by it of any of the
provisions of this  Agreement and hereby further agree that, in the event of any
action for specific  performance  in respect of such breach,  it shall waive the
defense that a remedy at law would be adequate.

            (b) No Inconsistent  Agreements.  Neither the Company nor any of its
Subsidiaries  has, as of the date hereof  entered into and  currently in effect,
nor shall the Company or any of its  Subsidiaries,  on or after the date of this
Agreement,  enter into any  agreement  with  respect to its  securities  that is
inconsistent  with the  rights  granted  to the  Holders  in this  Agreement  or
otherwise conflicts with the provisions hereof.  Except as disclosed in Schedule
2.1(c)  of  the  Purchase  Agreement,   neither  the  Company  nor  any  of  its
Subsidiaries  has  previously  entered  into any  agreement  currently in effect
granting any  registration  rights with respect to any of its  securities to any
Person.  Without  limiting the generality of the foregoing,  without the written
consent  of the  Holders  of a  majority  of the  then  outstanding  Registrable
Securities,  the Company  shall not grant to any Person the right to request the
Company to register any  securities  of the Company,  under the  Securities  Act
unless the rights so granted are subject in all  respects to the prior rights in
full of the Holders set forth herein, and are not otherwise in conflict with the
provisions of this Agreement.

            (c) No  Piggyback on  Registrations.  Neither the Company nor any of
its security holders (other than the Holders in such capacity pursuant hereto or
as  disclosed  on  Schedule  2.1(c)  of  the  Purchase  Agreement)  may  include
securities of the Company in the Registration  Statement,  and the Company shall
not after the date hereof enter into any agreement  providing  such right to any
of its security holders,  unless the right so granted is subject in all respects
to the  prior  rights  in full  of the  Holders  set  forth  herein,  and is not
otherwise in conflict with the provisions of this Agreement.

            (d) Failure to File  Registration  Statement and Other  Events.  The
Company and the  Purchasers  agree that the Holders  will suffer  damages if the
Registration  Statement  is not  filed on or prior  to the  Filing  Date and not
declared  effective by the Commission on or prior to the Effectiveness  Date and
maintained in the manner contemplated herein during the Effectiveness  Period or
if certain other events occur. The Company and the Holders further agree that it
would not be feasible to ascertain  the extent of such  damages with  precision.
Accordingly,  if (A) the Registration  Statement has not been declared effective
on or prior to the Effectiveness Date, or (B) the Registration  Statement is not
filed on or prior to the Filing Date,  or (C) the Company fails to file with the
Commission a request for  acceleration  in accordance  with Rule 461 promulgated
under the  Securities  Act within three (3)  Business  Days of the date that the
Company  is  notified  (orally  or in  writing,  whichever  is  earlier)  by the
Commission that a Registration  Statement will not be "reviewed," or not subject
to further review, or (D) the Registration  Statement is filed with and declared
effective  by the  Commission  but  thereafter  ceases to be effective as to all
Registrable  Securities at any time prior to the expiration of the Effectiveness
Period, without being succeeded promptly by a subsequent  Registration Statement
filed with and  declared  effective  by the  Commission,  or (E) the Company has
breached  Section  3(n) of this  Agreement,  or (F) trading in the Common  Stock
shall be suspended or if the Common Stock is delisted  from the Nasdaq  SmallCap


                                       46



Market for any reason for more than  three (3)  Business  Days in the  aggregate
(any such failure or breach being referred to as an "Event," and for purposes of
clauses  (A) and (B) the date on which such Event  occurs,  or for  purposes  of
clause (C) the date on which such three (3) Business Day period is exceeded,  or
for purposes of clause (D) after more than fifteen (15)  Business  Days,  or for
purposes of clause (F) the date on which such three (3)  Business  Day period is
exceeded, being referred to as "Event Date"), the Company shall pay an amount as
liquidated  damages to each Holder,  payable in cash,  equal to two percent (2%)
for the  first  calendar  month  or  portion  thereof  of the  Holder's  initial
investment  in the Notes  from the Event  Date and one and one  quarter  percent
(1.25%)  for  each  calendar  month  thereafter  or  portion  thereof  from  the
applicable Event Date until the Event is cured.  Notwithstanding anything to the
contrary in this  Section  7(d),  if (I) any of the Events  described in clauses
(A), (B) or (C) shall have occurred,  (II) on or prior to the  applicable  Event
Date,  the Company shall have exercised its rights under Section 3(n) hereof and
(III) the  postponement  or suspension  permitted  pursuant to such Section 3(n)
shall remain  effective as of such  applicable  Event Date,  then the applicable
Event Date shall be deemed  instead to occur on the second  (2nd)  Business  Day
following the termination of such postponement or suspension.

            (e) Failure to Respond to Commission Inquiries/Comments. The Company
and the  Purchasers  agree that the Holders  will suffer  damages if the Company
breaches Section 3(b)(iii) of this Agreement.  In the event the Company breaches
Section 3(b)(iii), the Company shall pay an amount as liquidated damages to each
Holder,  payable in cash,  equal to one percent  (1%) for the first ten (10) day
period or portion  thereof of the Holder's  initial  investment in the Notes and
two  percent  (2%) for each ten (10) day period  thereafter  or portion  thereof
until such breach is cured.

            (f)  Amendments  and  Waivers.  The  provisions  of this  Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and  waivers or  consents to or  departures  from the  provisions
hereof may not be given,  unless the same shall be in writing  and signed by the
Company and the Holders of a majority of the Registrable Securities outstanding.

            (g)  Notices.  Any  and  all  notices  or  other  communications  or
deliveries  required or permitted to be provided  hereunder  shall be in writing
and  shall be deemed  given  and  effective  on the  earlier  of (i) the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number  specified for notice prior to 5:00 p.m.,  New York
City  time,  on a  Business  Day,  (ii)  the  Business  Day  after  the  date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number specified for notice later than 5:00 p.m., New York
City time, on any date and earlier than 11:59 p.m.,  New York City time, on such
date,  (iii)  the  Business  Day  following  the  date  of  mailing,  if sent by
nationally  recognized  overnight  courier service or (iv) actual receipt by the
party to whom  such  notice is  required  to be given.  The  addresses  for such
communications  shall be with  respect to each  Holder at its  address set forth
under its name on Schedule I attached  hereto,  or with  respect to the Company,
addressed to:

            Multiband Corporation
            9449 Science Center Drive
            New Hope, MN 55428
            Attention:
            Tel. No.: (763) 504-3000
            Fax No.: (763) 504-3060


                                       47



with copies (which copies
shall not constitute notice
to the Company) to:         ________________________
                            ________________________
                            ________________________
                            Attention:______________
                            Tel. No.: (___) ___-____
                            Fax No.:  (___) ___-____

or to such other address or addresses or facsimile number or numbers as any such
party may most recently have  designated in writing to the other parties  hereto
by such  notice.  Copies of  notices  to any  Holder  shall be sent to Jenkens &
Gilchrist  Parker Chapin LLP, 405 Lexington  Avenue,  New York,  New York 10174,
Attention:  Christopher S. Auguste,  Esq.,  Tel. No.: (212)  704-6000,  Fax No.:
(212) 704-6288.

            (h) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties and their  successors and permitted  assigns
and shall inure to the benefit of each Holder and its  successors  and  assigns.
The Company may not assign this  Agreement  or any of its rights or  obligations
hereunder  without the prior written consent of each Holder.  Each Purchaser may
assign its rights  hereunder in the manner and to the Persons as permitted under
the Purchase Agreement.

            (i)  Assignment of  Registration  Rights.  The rights of each Holder
hereunder,  including  the  right  to  have  the  Company  register  for  resale
Registrable Securities in accordance with the terms of this Agreement,  shall be
automatically  assignable  by each Holder to any Affiliate of such Holder or any
other  Holder  or  Affiliate  of any other  Holder  of all or a  portion  of the
Registrable  Securities if: (i) the Holder agrees in writing with the transferee
or assignee to assign such rights,  and a copy of such agreement is furnished to
the Company within a reasonable time after such assignment, (ii) the Company is,
within a  reasonable  time after such  transfer or  assignment,  furnished  with
written notice of (a) the name and address of such  transferee or assignee,  and
(b) the  securities  with  respect to which such  registration  rights are being
transferred or assigned, (iii) following such transfer or assignment the further
disposition  of such  securities  by the  transferee  or assignees is restricted
under the Securities Act and applicable state securities laws, (iv) at or before
the time the Company receives the written notice  contemplated by clause (ii) of
this Section,  the transferee or assignee  agrees in writing with the Company to
be bound by all of the provisions of this Agreement, and (v) such transfer shall
have  been  made in  compliance  with  all  applicable  securities  laws  and in
accordance  with the  applicable  requirements  of the  Purchase  Agreement.  In
addition, each Holder shall have the right to assign its rights hereunder to any
other Person with the prior written consent of the Company,  which consent shall
not be  unreasonably  withheld.  The  rights to  assignment  shall  apply to the
Holders (and to subsequent) successors and assigns.

            (j)  Counterparts.  This  Agreement may be executed in any number of
counterparts,  each of which when so executed  shall be deemed to be an original
and, all of which taken together shall constitute one and the same Agreement. In
the event that any  signature  is  delivered  by  facsimile  transmission,  such
signature shall create a valid binding  obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and effect
as if such facsimile signature were the original thereof.


                                       48



            (k) Governing Law. This Agreement shall be governed by and construed
in accordance  with the internal laws of the State of New York,  without  giving
effect to any of the  conflicts  of law  principles  which  would  result in the
application of the substantive law of another jurisdiction. This Agreement shall
not be interpreted or construed with any  presumption  against the party causing
this Agreement to be drafted.

            (l) Cumulative Remedies. The remedies provided herein are cumulative
and not exclusive of any remedies provided by law.

            (m) Severability. If any term, provision, covenant or restriction of
this  Agreement is held to be invalid,  illegal,  void or  unenforceable  in any
respect, the remainder of the terms, provisions,  covenants and restrictions set
forth  herein  shall  remain  in full  force and  effect  and shall in no way be
affected,  impaired  or  invalidated,  and the  parties  hereto  shall use their
reasonable  efforts to find and employ an alternative  means to achieve the same
or substantially the same result as that  contemplated by such term,  provision,
covenant  or  restriction.  It is  hereby  stipulated  and  declared  to be  the
intention of the parties  that they would have  executed  the  remaining  terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

            (n) Headings.  The headings herein are for convenience  only, do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof.

            (o) Shares  Held by the  Company and its  Affiliates.  Whenever  the
consent  or  approval  of  Holders  of a  specified  percentage  of  Registrable
Securities is required hereunder,  Registrable Securities held by the Company or
its  Affiliates  (other than any Holder or  transferees or successors or assigns
thereof  if such  Holder is deemed  to be an  Affiliate  solely by reason of its
holdings of such  Registrable  Securities)  shall not be counted in  determining
whether  such  consent or  approval  was given by the  Holders of such  required
percentage.


                                       49



            IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be duly executed by their respective  authorized  persons as
of the date first indicated above.



                                                MULTIBAND CORPORATION


                                                By:_____________________________
                                                   Name:
                                                   Title:


                                                PURCHASER


                                                By:_____________________________
                                                   Name:
                                                   Title:






                                       50





                                   Schedule I

Section 11.13 List of Purchasers







                                       51



                                  Schedule II

            Section  11.14  Other  Securities  Permitted  to be  Included on the
Registration Statement

            Section 11.15 1. Shares of Common Stock issuable upon  conversion of
the Series H Convertible  Preferred  Stock of the Company issued pursuant to the
Series H Convertible Preferred Stock Purchase Agreement dated as of November __,
2004 by and among the Company and the signatories thereto.

            2. Shares of Common  Stock  issuable  upon the  exercise of warrants
issued  to the  placement  agent in  connection  with the  Series H  Convertible
Preferred Stock Purchase Agreement.






                                       52



                               SECURITY AGREEMENT

            SECURITY AGREEMENT (as amended, restated,  supplemented or otherwise
modified from time to time in accordance herewith and including all attachments,
exhibits and schedules hereto,  the "Agreement"),  dated as of November _, 2004,
made by MULTIBAND CORPORATION, a Minnesota corporation (the "Grantor"), in favor
of the secured parties listed on Exhibit A to this Agreement (collectively,  the
"Secured Parties").

            WHEREAS,  the  Grantor  has  issued or will issue  separate  secured
convertible  promissory notes to the Secured Parties (the "Notes") pursuant to a
Note  Purchase   Agreement,   dated  as  of  November  _,  2004  (the  "Purchase
Agreement"), by and among the Grantor and the Secured Parties; and

            WHEREAS,  it is a condition  precedent to the Secured Parties making
the loans  evidenced  by the Notes that the  Grantor  execute and deliver to the
Secured  Parties a security  agreement  providing  for the grant to the  Secured
Parties of a continuing security interest in all personal property and assets of
the  Grantor,  all in  substantially  the form hereof to secure all  Obligations
(hereinafter defined).

            NOW, THEREFORE, the parties agree as follows:

                                   ARTICLE XII
                                   Definitions

            Section 12.1 Definition of Terms Used Herein.  All capitalized terms
used  herein  and not  defined  herein  have the  respective  meanings  provided
therefor  in the  Purchase  Agreement  or the Notes,  as  applicable.  All terms
defined in the Uniform  Commercial Code (hereinafter  defined) as in effect from
time to time and used herein and not otherwise  defined  herein  (whether or not
such  terms are  capitalized)  have the same  definitions  herein  as  specified
therein.

            Section  12.2  Definition  of  Certain  Terms Used  Herein.  As used
herein, the following terms have the following meanings:

            "Collateral"  means all accounts  receivable  of the Grantor and all
personal  and  fixture  property of every kind and  nature,  including,  without
limitation,  all furniture,  fixtures,  equipment, raw materials,  inventory, or
other  goods,  accounts,  contract  rights,  rights  to the  payment  of  money,
insurance  refund  claims  and all other  insurance  claims and  proceeds,  tort
claims, chattel paper, documents,  instruments,  securities and other investment
property,  deposit  accounts,  rights to  proceeds  of letters of credit and all
general  intangibles  including,  without  limitation,  all tax  refund  claims,
license  fees,  patents,  patent  licenses,  patent  applications,   trademarks,
trademark licenses, trademark applications,  trade names, copyrights,  copyright
licenses,   copyright   applications,   rights  to  sue  and  recover  for  past
infringement of patents, trademarks and copyrights,  computer programs, computer
software, engineering drawings, service marks, customer lists, goodwill, and all
licenses,  permits,  agreements  of any kind or  nature  pursuant  to which  the
Grantor  possesses,  uses or has  authority to possess or use property  (whether
tangible or  intangible) of others or others  possess,  use or have authority to
possess or use property (whether tangible or intangible) of the Grantor, and all
recorded  data of any kind or  nature,  regardless  of the  medium of  recording
including, without limitation, all books and records, software, writings, plans,
specifications  and  schematics;  and all  proceeds  and products of each of the
foregoing.


                                       53



            "Default" means any event or circumstance  which, with the giving of
notice,  the lapse of time, or both, would (if not cured,  waived,  or otherwise
remedied during such time) constitute an Event of Default.

            "Event of Default" has the meaning specified in the Notes.

            "Indemnitees" has the meaning specified in Section 7.5(b).

            "Lien"  means:  (i) any interest in property  securing an obligation
owed to, or a claim by, a Person other than the owner of the  property,  whether
such interest is based on the common law, statute, or contract,  and including a
security  interest,  charge,  claim,  or lien arising  from a mortgage,  deed of
trust,  encumbrance,  pledge,  hypothecation,  assignment,  deposit arrangement,
agreement,  security  agreement,  conditional  sale or trust receipt or a lease,
consignment or bailment for security  purposes;  (ii) to the extent not included
under  clause  (i),  any   reservation,   exception,   encroachment,   easement,
right-of-way,  covenant, condition,  restriction, lease or other title exception
or encumbrance  affecting property;  and (iii) any contingent or other agreement
to provide any of the foregoing.

            "Notes" has the meaning  assigned to such term in the first  recital
of this Agreement.

            "Obligations"  means  all  indebtedness,  liabilities,  obligations,
covenants and duties of the Grantor to the Secured Parties of every kind, nature
and  description,  direct or indirect,  absolute or contingent,  due or not due,
contractual or tortious, liquidated or unliquidated, arising by operation of law
or otherwise,  now existing of hereafter arising under or in connection with the
Notes, this Agreement or the other Transaction Documents.

            "Registered  Organization"  means  an  entity  formed  by  filing  a
registration  document with a United States  Governmental  Authority,  such as a
corporation, limited partnership or limited liability company.

            "Security Interest" has the meaning specified in Section 2.1 of this
Agreement.

            "Uniform  Commercial  Code" means the Uniform  Commercial  Code from
time to time in effect in the State of New York.

                                  ARTICLE XIII
                               Security Interest

            Section  13.1  Security  Interest.  As security  for the payment and
performance,  in  full  of  the  Obligations,  and  any  extensions,   renewals,
modifications or refinancings of the  Obligations,  the Grantor hereby bargains,
sells,  conveys,  assigns,  sets  over,  mortgages,  pledges,  hypothecates  and
transfers  to the Secured  Parties,  and hereby  grants to the Secured  Parties,
their  successors  and assigns,  a security  interest in, all of such  Grantor's
right,  title  and  interest  in, to and under  the  Collateral  (the  "Security
Interest").


                                       54



            Section 13.2 No Assumption of  Liability.  The Security  Interest is
granted as security only and shall not subject the Secured Parties to, or in any
way alter or modify,  any obligation or liability of the Grantor with respect to
or arising out of the Collateral.



                                  ARTICLE XIV
                         Representations and Warranties

            The Grantor represents and warrants to the Secured Parties that:

            Section  14.1 Title and  Authority.  The  Grantor has good and valid
rights in and title to the Collateral  with respect to which it has purported to
grant a security interest hereunder and has full power and authority to grant to
the Secured  Parties the Security  Interest and to execute,  deliver and perform
its  obligations  in accordance  with the terms of this  Agreement,  without the
consent or approval of any other Person other than any consent or approval which
has been obtained.

            Section 14.2 Filings; Actions to Achieve Perfection.  Fully executed
Uniform  Commercial Code financing  statements  (including  fixture filings,  as
applicable) or other appropriate filings, recordings or registrations containing
a description of the Collateral  have been delivered to the Secured  Parties for
filing in each United States  governmental,  municipal or other office specified
in Schedule A, which are all the filings,  recordings and registrations that are
necessary  to publish  notice of and protect the  validity of and to establish a
legal,  valid and perfected security interest in favor of the Secured Parties in
respect of all  Collateral  in which the  Security  Interest may be perfected by
filing,  recording  or  registration  in the  United  States  (or any  political
subdivision  thereof) and its  territories  and  possessions,  and no further or
subsequent   filing,   refiling,   recording,   rerecording,   registration   or
reregistration is necessary in any such  jurisdiction,  except as provided under
applicable  law with respect to the filing of  continuation  statements  or with
respect to the filing of  amendments or new filings to reflect the change of the
Grantor's name, location, identity or corporate structure. The Grantor's name is
listed in the preamble of this  Agreement  identically  to how it appears on its
articles of incorporation or other organizational documents.

            Section  14.3  Validity  and  Priority  of  Security  Interest.  The
Security Interest constitutes (a) a legal and valid security interest in all the
Collateral securing the payment and performance of the Obligations,  (b) subject
only to the  filings  described  in  Section  3.2  above  and  other  previously
perfected  security  interests in the Collateral  listed on Schedule 3.3 to this
Agreement ("Existing Liens"), a perfected security interest in all Collateral in
which a security interest may be perfected by filing,  recording or registration
in the United States pursuant to the Uniform Commercial Code or other applicable
law in the  United  States  (or  any  political  subdivision  thereof)  and  its
territories  and  possessions  or any other  country,  state or  nation  (or any
political  subdivision   thereof).   The  Security  Interest  is  and  shall  be
subordinate to any other Existing Lien on any of the Collateral.

            Section 14.4 Absence of Other Liens.  The  Grantor's  Collateral  is
owned by the  Grantor  free and clear of any Lien  other  than  Existing  Liens.
Without  limiting the  foregoing and except as set forth on Schedule 3.4 to this
Agreement,  the Grantor has not filed or  consented  to any filing  described in
Schedule A in favor of any Person other than the Secured Parties,  nor permitted
the granting or assignment of a security interest or permitted perfection of any
security  interest  in the  Collateral  in favor of any  Person  other  than the
Secured  Parties.  The Grantor's  having  possession of all instruments and cash


                                       55



constituting Collateral from time to time and the filing of financing statements
in the offices  referred to in Schedule A hereto  results in the  perfection  of
such security interest.  Such security interest is, or in the case of Collateral
in which the Grantor obtain rights after the date hereof,  will be, a perfected,
first priority  security  interest.  Such notices,  filings and all other action
necessary or desirable to perfect and protect such  security  interest have been
duly taken.

            Section   14.5  Valid  and  Binding   Obligation.   This   Agreement
constitutes the legal, valid and binding obligation of the Grantor,  enforceable
against  the  Grantor 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,  (ii)
as  limited  by laws  relating  to the  availability  of  specific  performance,
injunctive  relief,  or other  equitable  remedies,  and (iii) to the extent the
indemnification  provisions  contained  in  this  Agreement  may be  limited  by
applicable federal or state securities laws.

                                   ARTICLE XV
                                   Covenants

            Section  15.1  Change  of Name;  Location  of  Collateral;  Place of
Business, State of Formation or Organization.

                        The Grantor shall notify the Secured  Parties in writing
            promptly  of any  change (i) in its  corporate  name or in any trade
            name used to identify  it in the  conduct of its  business or in the
            ownership  of its  properties,  (ii) in the  location  of its  chief
            executive  office,  its principal  place of business,  any office in
            which it maintains books or records  relating to Collateral owned by
            it (including the establishment of any such new office or facility),
            (iii) in its  identity  or  corporate  structure  such  that a filed
            filing made under the Uniform  Commercial Code becomes misleading or
            (iv) in its Federal Taxpayer  Identification Number. In extension of
            the  foregoing,  the  Grantor  shall not effect or permit any change
            referred to in the preceding  sentence  unless all filings have been
            made  under  the  Uniform  Commercial  Code or  otherwise  that  are
            required in order for the  Secured  Parties to continue at all times
            following  such change to have a valid,  legal and  perfected  first
            priority security interest in all the Collateral.

                        Without  limiting  Section  4.1(a),  without  the  prior
            written consent of the Secured Parties in each instance, the Grantor
            shall  not  change  its  (i)  principal  residence,   if  it  is  an
            individual,  (ii)  place of  business,  if it has only one  place of
            business and is not a Registered Organization, (iii) principal place
            of business,  if it has more than one place of business and is not a
            Registered Organization,  or (iv) state of incorporation,  formation
            or organization, if it is a Registered Organization.

            Section 15.2 Records.  The Grantor shall  maintain,  at its own cost
and expense,  such complete and accurate  records with respect to the Collateral
owned by it as is consistent  with its current  practices and in accordance with
such prudent and standard  practices used in industries  that are the same as or
similar to those in which the  Grantor is  engaged,  but in any event to include
complete  accounting  records indicating all payments and proceeds received with
respect to any part of the Collateral, and, at such time or times as the Secured
Parties may reasonably  request,  promptly to prepare and deliver to the Secured
Parties a duly certified  schedule or schedules in form and detail  satisfactory
to the Secured Parties showing the identity,  amount and location of any and all
Collateral.


                                       56



            Section 15.3 Periodic Certification; Notice of Changes. In the event
there  should  at any time be any  change  in the  information  represented  and
warranted  herein or in the documents and instruments  executed and delivered in
connection herewith, the Grantor shall immediately notify the Secured Parties in
writing of such change  (this  notice  requirement  shall be in extension of and
shall not limit or relieve the Grantor of any other covenants hereunder).

            Section 15.4  Protection of Security.  The Grantor shall, at its own
cost and  expense,  take any and all actions  necessary  to defend  title to the
Collateral  against  all  persons  and to defend the  Security  Interest  of the
Secured Parties in the Collateral and the priority thereof against any Lien.

            Section 15.5  Inspection and  Verification.  The Secured Parties and
such  persons as the Secured  Parties may  reasonably  designate  shall have the
right to inspect  the  Collateral,  all  records  related  thereto  (and to make
extracts and copies from such  records)  and the premises  upon which any of the
Collateral is located, to discuss the Grantor's affairs with the officers of the
Grantor  and  its  independent   accountants  and  to  verify  under  reasonable
procedures the validity,  amount, quality, quantity, value, condition and status
of, or any other matter relating to, the Collateral,  including,  in the case of
collateral  in the  possession of any third  Person,  by contacting  any account
debtor or third Person possessing such Collateral for the purpose of making such
a  verification.  Out-of-pocket  expenses in connection  with any inspections by
representatives  of the  Secured  Parties  shall be (a) the  obligations  of the
Grantor with respect to any inspection after the Secured Parties' demand payment
of the Notes or (b) the obligation of the Secured Parties in any other case.

            Section  15.6  Taxes;  Encumbrances.  At their  option,  the Secured
Parties may  discharge,  Liens other than  Existing  Liens at any time levied or
placed on the Collateral and may pay for the maintenance and preservation of the
Collateral  to the  extent  the  Grantor  fails to do so and the  Grantor  shall
reimburse  the  Secured  Parties on demand for any  payment  made or any expense
incurred  by  the  Secured  Parties  pursuant  to the  foregoing  authorization;
provided, however, that nothing in this Section shall be interpreted as excusing
the Grantor from the  performance  of, or imposing any obligation on the Secured
Parties to cure or perform,  any  covenants or other  obligation  of the Grantor
with respect to any Lien or  maintenance  or  preservation  of Collateral as set
forth herein.

            Section 15.7 Use and  Disposition of  Collateral.  The Grantor shall
not make or permit to be made an  assignment,  pledge  or  hypothecation  of any
Collateral  or shall grant any other Lien in respect of the  Collateral  without
the prior written consent of the Secured Parties.  The Grantor shall not make or
permit to be made any transfer of any Collateral and the Grantor shall remain at
all times in possession of the  Collateral  owned by it, other than with respect
to Existing Liens and other liens approved by the Secured Parties.

            Section 15.8 Insurance/Notice of Loss. Within a reasonable period of
time following the date of this Agreement,  Grantor,  at its own expense,  shall
maintain or cause to be maintained insurance covering physical loss or damage to
the  Collateral.  In extension of the  foregoing  and without  limitation,  such
insurance  shall  be  payable  to the  Secured  Parties  as loss  payee  under a
"standard"  loss payee  clause,  and the Secured  Parties  shall be listed as an
"additional  insured" on Grantor's general liability  insurance.  Such insurance
shall not be  terminated,  cancelled  or not renewed  for any reason,  including
non-payment  of insurance  premiums,  unless the insurer shall have provided the
Secured  Parties  at least 30 days prior  written  notice.  Grantor  irrevocably


                                       57



makes, constitutes and appoints the Secured Parties (and all officers, employees
or agents  designated  by the Secured  Parties) as its true and lawful agent and
attorney-in-fact  for the purpose,  at any time  following the Secured  Parties'
demand for payment of the Notes,  of making,  settling and  adjusting  claims in
respect of Collateral under policies of insurance, endorsing the name of Grantor
on any check,  draft,  instrument  or other item of payment for the  proceeds of
such policies of insurance and for making all  determinations and decisions with
respect  thereto.  In the event that  Grantor at any time or times shall fail to
obtain or maintain any of the policies of  insurance  required  hereby or to pay
any premium in whole or part relating thereto,  the Secured Parties may, without
waiving or releasing any obligation or liability of Grantor hereunder,  in their
sole  discretion,  obtain and maintain  such  policies of insurance and pay such
premium and take any other actions with respect  thereto as the Secured  Parties
deem  advisable.  All sums disbursed by the Secured Parties in connection and in
accordance with this Section, including reasonable attorneys' fees, court costs,
expenses and other charges relating  thereto,  shall be payable upon demand,  by
Grantor to the  Secured  Parties  and shall be  additional  Obligations  secured
hereby.  Grantor  shall  promptly  notify the  Secured  Parties if any  material
portion of the Collateral owned or held by Grantor is damaged or destroyed.  The
proceeds of any casualty insurance in respect of any casualty loss of any of the
Collateral shall (i) so long as the Secured Parties have not demanded payment of
the Notes,  be disbursed to Grantor for direct  application by Grantor solely to
the repair or  replacement  of Grantor's  property so damaged or destroyed,  and
(ii)  in all  other  circumstances,  be  held  by the  Secured  Parties  as cash
collateral for the  Obligations.  The Secured Parties may, at their sole option,
disburse  from  time to time  all or any part of such  proceeds  so held as cash
collateral, upon such terms and conditions as the Secured Parties may reasonably
prescribe, for direct application by the Secured Parties solely to the repair or
replacement of Grantor's property so damaged or destroyed,  or Grantor may apply
all or any part of such proceeds to the Obligations.

            Section  15.9  Legend.  Grantor  shall  legend,  in form and  manner
satisfactory  to the Secured  Parties,  its accounts and its books,  records and
documents evidencing or pertaining thereto with an appropriate  reference to the
fact that such accounts  have been assigned to the Secured  Parties and that the
Secured Parties have a security interest therein.

                                  ARTICLE XVI
                     Further Assurances; Power of Attorney

            Section 16.1 Further Assurances.  Grantor shall, at its own expense,
execute,  acknowledge,  deliver  and  cause to be duly  filed  all such  further
instruments  and documents and take all such actions as the Secured  Parties may
from time to time  reasonably  request to better assure,  preserve,  protect and
perfect  the  Security  Interest  and the rights and  remedies  created  hereby,
including  the  payment of any fees and taxes  required in  connection  with the
execution and delivery of this Agreement,  the granting of the Security Interest
and the filing of any financing statements  (including fixture filings) or other
documents in connection herewith or therewith. If any amount payable under or in
connection  with any of the  Collateral  shall  be or  become  evidenced  by any
promissory  note  or  other  instrument,   such  note  or  instrument  shall  be
immediately  pledged and  delivered to the Secured  Parties,  duly endorsed in a
manner satisfactory to the Secured Parties.

            Section 16.2 Power of Attorney.

            (a) Grantor hereby irrevocably (as a power coupled with an interest)
constitutes  and appoints the Secured  Parties (and all  officers,  employees or
agents designated by the Secured Parties),  its attorney-in-fact with full power
of substitution, for the benefit of the Secured Parties,


                                       58



                        (i) to take all  appropriate  action and to execute  all
            documents  and  instruments  that may be  necessary  or desirable to
            accomplish the purposes of this Agreement,  and without limiting the
            generality of the foregoing, Grantor hereby grants the power to file
            one  or  more  financing  statements  (including  fixture  filings),
            continuation  statements,  filings with the United States Patent and
            Trademark Office or United States Copyright Office (or any successor
            office  or  any  similar  office  in any  other  country)  or  other
            documents  for the purpose of  perfecting,  confirming,  continuing,
            enforcing or protecting  the Security  Interest  granted by Grantor,
            without the signature of Grantor,  and naming  Grantor as debtor and
            the Secured Parties as secured party; and

                        (ii) at any time following the Secured  Parties'  demand
            for  payment of the Notes (i) to  receive,  endorse,  assign  and/or
            deliver any and all notes, acceptances, checks, drafts, money orders
            or other evidences of payment relating to the Collateral or any part
            thereof; (ii) to demand,  collect,  receive payment of, give receipt
            for  and  give  discharges  and  releases  of  all  or  any  of  the
            Collateral; (iii) to sign the name of Grantor on any invoice or bill
            of  lading  relating  to  any  of  the  Collateral;   (iv)  to  send
            verifications  of accounts to any account debtor or any other Person
            liable for an account;  (v) to commence  and  prosecute  any and all
            suits,  actions or  proceedings  at law or in equity in any court of
            competent jurisdiction to collect or otherwise realize on all or any
            of the  Collateral  or to  enforce  any  rights  in  respect  of any
            Collateral;  (vi) to settle, compromise,  compound, adjust or defend
            any  actions,  suits  or  proceeding  relating  to all or any of the
            Collateral;  and (vii) to use, sell, assign, transfer,  pledge, make
            any agreement  with respect to or otherwise  deal with all or any of
            the  Collateral,  and to do all other acts and things  necessary  to
            carry out the purposes of this Agreement, as fully and completely as
            though the Secured Parties were the absolute owner of the Collateral
            for all purposes;  provided,  however, that nothing herein contained
            shall be construed as requiring or obligating the Secured Parties to
            make any  commitment  or to make any  inquiry  as to the  nature  or
            sufficiency of any payment  received by the Secured  Parties,  or to
            present  or file any claim or  notice,  or to take any  action  with
            respect to the  Collateral  or any part thereof or the moneys due or
            to become due in respect  thereof or any property  covered  thereby,
            and no action  taken or omitted to be taken by the  Secured  Parties
            with respect to the  Collateral  or any part thereof shall give rise
            to any defense, counterclaim or offset in favor of Grantor or to any
            claim or action against the Secured Parties.

            (b) The provisions of this Article shall in no event relieve Grantor
of any of its  obligations  hereunder with respect to the Collateral or any part
thereof  or impose  any  obligation  on the  Secured  Parties  to proceed in any
particular manner with respect to the Collateral or any part thereof,  or in any
way limit the  exercise  by the  Secured  Parties of any other or further  right
which it may have on the date of this Agreement or hereafter, whether hereunder,
by law or otherwise.

                                  ARTICLE XVII
                                    Remedies

            Section 17.1 Remedies upon Default.



                                       59



            Upon  the  occurrence  and  during  the  continuance  of an Event of
Default,  Grantor  agrees to deliver each item of its  Collateral to the Secured
Parties on demand,  and it is agreed  that the  Secured  Parties  shall have the
right to take any of or all the following actions at the same or different times
(but at all times subject to any Existing Liens):  with or without legal process
and with or without prior notice or demand for  performance,  to take possession
of the Collateral and without liability for trespass to enter any premises where
the  Collateral  may be  located  for the  purpose  of taking  possession  of or
removing the  Collateral,  exercise  Grantor's right to bill and receive payment
for completed work and, generally,  to exercise any and all rights afforded to a
secured party under the Uniform Commercial Code or other applicable law. Without
limiting  the  generality  of the  foregoing,  Grantor  agrees  that the Secured
Parties  shall  have  the  right,  subject  to  the  mandatory  requirements  of
applicable  law,  to  sell  or  otherwise  dispose  of all or  any  part  of the
Collateral,  at  public  or  private  sale or at any  broker's  board  or on any
securities exchange, for cash, upon credit or for future delivery as the Secured
Parties shall deem  appropriate.  The Secured Parties shall be authorized at any
such  sale (if it deems  it  advisable  to do so) to  restrict  the  prospective
bidders or  purchasers  to persons  who will  represent  and agree that they are
purchasing  the  Collateral  for their own account for investment and not with a
view to the distribution or sale thereof, and upon consummation of any such sale
the Secured Parties shall have the right to assign,  transfer and deliver to the
purchaser or purchasers  thereof the Collateral so sold.  Each such purchaser at
any such sale shall hold the property  sold  absolutely,  free from any claim or
right on the part of Grantor, and Grantor hereby waives (to the extent permitted
by law) all rights of  redemption,  stay and appraisal  which Grantor now has or
may at any time in the future have under any rule of law or statute now existing
or hereafter enacted.

            The Secured Parties shall give Grantor ten (10) days' written notice
(which  Grantor  agrees is  reasonable  notice  within  the  meaning  of Section
9-504(3) of the Uniform  Commercial Code) of the Secured  Parties'  intention to
make any sale of Collateral.  Such notice,  in the case of a public sale,  shall
state the time and place for such sale and,  in the case of a sale at a broker's
board or on a  securities  exchange,  shall state the board or exchange at which
such sale is to be made and the day on which the Collateral, or portion thereof,
will first be offered for sale at such board or  exchange.  Any such public sale
shall be held at such time or times within  ordinary  business hours and at such
place or places as the Secured  Parties may fix and state in the notice (if any)
of such sale. At any such sale, the Collateral,  or portion thereof,  to be sold
may be sold in one lot as an  entirety or in  separate  parcels,  as the Secured
Parties  may (in their sole and  absolute  discretion)  determine.  The  Secured
Parties  shall not be obligated to make any sale of any  Collateral  if it shall
determine  not to do so,  regardless  of the fact  that  notice  of sale of such
Collateral  shall have been given.  The Secured  Parties may,  without notice or
publication,  adjourn  any  public  or  private  sale or  cause  the  same to be
adjourned  from time to time by  announcement  at the time and  place  fixed for
sale, and such sale may,  without further notice,  be made at the time and place
to which the same was so  adjourned.  In case any sale of all or any part of the
Collateral is made on credit or for future delivery,  the Collateral so sold may
be retained by the Secured Parties until the sale price is paid by the purchaser
or purchasers thereof,  but the Secured Parties shall not incur any liability in
case any such  purchaser  or  purchasers  shall  fail to take up and pay for the
Collateral so sold and, in case of any such failure, such Collateral may be sold
again upon like  notice.  At any public  (or,  to the extent  permitted  by law,
private) sale made pursuant to this Section,  the Secured Parties may bid for or


                                       60



purchase,  free (to the extent  permitted by law) from any right of  redemption,
stay,  valuation or appraisal on the part of Grantor (all said rights being also
hereby waived and released to the extent  permitted by law),  the  Collateral or
any part  thereof  offered for sale and may make  payment on account  thereof by
using any claim then due and payable to the Secured  Parties  from  Grantor as a
credit against the purchase price,  and the Secured Parties may, upon compliance
with the terms of sale,  hold,  retain  and  dispose  of such  property  without
further  accountability  to Grantor  therefor.  For purposes  hereof,  a written
agreement to purchase the Collateral or any portion  thereof shall be treated as
a sale  thereof;  the  Secured  Parties  shall  be free to carry  out such  sale
pursuant to such  agreement  and Grantor  shall not be entitled to the return of
the Collateral or any portion thereof subject thereto,  notwithstanding the fact
that after the Secured  Parties  shall have entered  into such an agreement  all
Obligations have been paid in full. As an alternative to exercising the power of
sale  herein  conferred  upon it, the  Secured  Parties may proceed by a suit or
suits at law or in equity to foreclose this Agreement and to sell the Collateral
or any  portion  thereof  pursuant  to a judgment or decree of a court or courts
having competent  jurisdiction or pursuant to a proceeding by a  court-appointed
receiver.

            Section 17.2  Application  of Proceeds.  The Secured  Parties  shall
apply the proceeds of any collection or sale of the  Collateral,  as well as any
Collateral consisting of cash, as follows:

            (a) FIRST, to the payment of all costs and expenses  incurred by the
Secured  Parties in  connection  with such  collection  or sale or  otherwise in
connection  with this Agreement or any of the  Obligations,  including all court
costs and the fees and expenses of its agents and legal  counsel,  and any other
costs or  expenses  incurred  in  connection  with the  exercise of any right or
remedy  hereunder,  under  the  Purchase  Agreement,  the  Notes  and the  other
Transaction Documents;

            (b) SECOND, to the payment in full of the Obligations; and

            (c) THIRD, to Grantor,  its successors or assigns,  or to whomsoever
may be  lawfully  entitled  to  receive  the  same,  or as a court of  competent
jurisdiction may otherwise direct.

            Subject to the  foregoing,  the Secured  Parties shall have absolute
discretion as to the time of application of such proceeds, moneys or balances in
accordance with this  Agreement.  Upon any sale of the Collateral by the Secured
Parties  (including  pursuant  to a power of sale  granted by statute or under a
judicial  proceeding),  the receipt of any such proceeds,  moneys or balances by
the  Secured  Parties or of the  officer  making the sale shall be a  sufficient
discharge to the  purchaser or  purchasers  of the  Collateral  so sold and such
purchaser or purchasers  shall not be obligated to see to the application of any
part of the purchase  money paid over to the Secured  Parties or such officer or
be answerable in any way for the misapplication thereof.

            Section 17.3 Grant of License to Use Intellectual  Property. For the
purpose of enabling the Secured  Parties to exercise  rights and remedies  under
this Article at such time as the Secured  Parties shall be lawfully  entitled to
exercise such rights and remedies,  Grantor hereby grants to the Secured Parties
an irrevocable, non-exclusive license (exercisable without payment of royalty or
other  compensation  to  Grantor)  to use,  license  or  sub-license  any of the
Collateral  consisting of intellectual  property now owned or hereafter acquired
by Grantor,  and wherever the same may be located, and including in such license


                                       61



reasonable  access  to all  media  in which  any of the  licensed  items  may be
recorded  or stored  and to all  computer  software  and  programs  used for the
compilation or printout thereof.  The use of such license by the Secured Parties
may be  exercised,  at the option of the Secured  Parties,  only  following  the
Secured Parties' demand for payment of the Notes.

                                  ARTICLE XVIII
                                  Miscellaneous

            Section 18.1 Notices.  All  communications  and notices hereunder to
the Grantor and to the Secured  Parties  shall  (except as  otherwise  expressly
permitted  herein) be in writing  and  delivered  to the  Grantor or the Secured
Parties, as the case may be, as provided in the Purchase Agreement.

            Section 18.2 Security Interest  Absolute.  All rights of the Secured
Parties  hereunder,  the  Security  Interest  and  all  obligations  of  Grantor
hereunder  shall be absolute and  unconditional  irrespective of (a) any lack of
validity or enforceability of the Purchase Agreement, the Notes, any Transaction
Document or any agreement  with respect to any of the  Obligations  or any other
agreement or instrument relating to any of the foregoing,  (b) any change in the
time,  manner or place of payment of, or in any other term of, all or any of the
Obligations, or any other amendment or waiver of or any consent to any departure
from the Purchase  Agreement,  the Notes, any Transaction  Document or any other
agreement or instrument, (c) any exchange, release or non-perfection of any Lien
on other  collateral,  or any release or amendment or waiver of or consent under
or departure  from any  guarantee,  securing or  guaranteeing  all or any of the
Obligations,  or (d) any other  circumstance  that might otherwise  constitute a
defense  available to, or a discharge of, Grantor in respect of the  Obligations
or this Agreement.

            Section  18.3  Survival of  Agreement.  All  covenants,  agreements,
representations and warranties made by Grantor herein and in the certificates or
other  instruments  prepared or delivered in connection with or pursuant to this
Agreement  shall be considered  to have been relied upon by the Secured  Parties
and shall  survive the making of the loan and the  execution and delivery to the
Secured  Parties  of the  Notes,  regardless  of any  investigation  made by the
Secured Parties or on their behalf;  and shall continue in full force and effect
until this Agreement shall terminate.

            Section 18.4  Binding  Effect;  Several  Agreement;  Successors  and
Assigns.  This Agreement shall become effective as to Grantor when a counterpart
hereof  executed on behalf of Grantor  shall have been  delivered to the Secured
Parties  and a  counterpart  hereof  shall have been  executed  on behalf of the
Secured  Parties,  and thereafter  shall be binding upon Grantor and the Secured
Parties and their  respective  successors  and  assigns,  and shall inure to the
benefit of Grantor,  the Secured  Parties and their  respective  successors  and
assigns,  except that Grantor shall not have the right to assign or transfer its
rights or obligations hereunder or any interest herein or in the Collateral (and
any such assignment or transfer shall be void) except as expressly  contemplated
by this Agreement,  the Purchase  Agreement,  the Notes or the other Transaction
Documents.


            Section 18.5 Secured Parties' Fees and Expense; Indemnification.


                                       62



                        Grantor agrees to pay upon demand to the Secured Parties
            the  amount  of any  and  all  reasonable  expenses,  including  all
            reasonable fees,  disbursements and other charges of its counsel and
            of any  experts or agents,  which the  Secured  Parties may incur in
            connection with (i) the administration of this Agreement  (including
            the customary fees and charges of the Secured Parties for any audits
            conducted  by them or on their  behalf with  respect to the accounts
            inventory),  (ii) the  custody or  preservation  of, or the sale of,
            collection  from or other  realization  upon any of the  Collateral,
            (iii) the exercise,  enforcement  or protection of any of the rights
            of the Secured  Parties  hereunder or (iv) the failure of Grantor to
            perform or observe any of the provisions hereof.

                        Grantor agrees to indemnify the Secured  Parties and the
            agent,   contractors   and   employees   of  the   Secured   Parties
            (collectively,  the  "Indemnitees")  against,  and hold each of them
            harmless from, any and all losses, claims, damages,  liabilities and
            related expenses, including reasonable fees, disbursements and other
            charges of  counsel,  incurred  by or  asserted  against any of them
            arising out of, in any way  connected  with,  or as a result of, the
            execution,  delivery,  or  performance  of  this  Agreement  or  any
            agreement   or   instrument   contemplated   hereby  or  any  claim,
            litigation,  investigation  or proceeding  relating hereto or to the
            Collateral,  whether  or not  any  Indemnitee  is a  party  thereto;
            provided that such  indemnity  shall not, as to any  Indemnitee,  be
            available  to  the  extent  that  such  losses,   claims,   damages,
            liabilities  or  related  expenses  are  determined  by a  court  of
            competent  jurisdiction by final and nonappealable  judgment to have
            resulted  from the gross  negligence  or willful  misconduct of such
            Indemnitee.

                        Any such amounts payable as provided  hereunder shall be
            additional  Obligations  secured  hereby.  The  provisions  of  this
            Section  shall  remain  operative  and  in  full  force  and  effect
            regardless  of the  termination  of  this  Agreement,  the  Purchase
            Agreement,  the  Notes  or  the  other  Transaction  Documents,  the
            consummation of the transactions  contemplated hereby, the repayment
            of any of the Obligations, the invalidity or unenforceability of any
            term or provision of this  Agreement,  the Purchase  Agreement,  the
            Notes or the other Transaction Documents,  or any investigation made
            by or on behalf of the Secured  Parties.  All amounts due under this
            Section shall be payable on written demand therefor.

            Section 18.6 GOVERNING LAW. This Agreement  shall be governed by and
construed in accordance with the internal laws of the State of New York, without
giving  effect to any of the conflicts of law  principles  which would result in
the application of the substantive law of another  jurisdiction.  This Agreement
shall not be  interpreted or construed  with any  presumption  against the party
causing this Agreement to be drafted.

            Section 18.7 Waivers; Amendment.

            (a) No failure or delay of the  Secured  Parties in  exercising  any
power or right hereunder shall operate as a waiver thereof, nor shall any single
or  partial  exercise  of  any  such  right  or  power,  or any  abandonment  or
discontinuance of steps to enforce such a right or power,  preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Secured Parties  hereunder and under the Purchase  Agreement
are  cumulative  and are not exclusive of any rights or remedies that they would
otherwise  have.  No waiver of any  provisions of this  Agreement,  the Purchase


                                       63



Agreement,  the Notes or the  other  Transaction  Documents  or  consent  to any
departure by Grantor  therefrom shall in any event be effective  unless the same
shall be permitted by paragraph (b) below, and then such waiver or consent shall
be effective only in the specific  instance and for the purpose for which given.
No notice to or demand on Grantor in any case shall entitle Grantor to any other
or further notice or demand in similar or other circumstances.

            (b) Neither this  Agreement nor any provision  hereof may be waived,
amended or modified  except  pursuant to an agreement or agreements,  in writing
entered into by the Secured Parties and Grantor.

            Section 18.8 WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST  EXTENT  PERMITTED BY APPLICABLE  LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY  LITIGATION  DIRECTLY OR INDIRECTLY  ARISING OUT
OF, UNDER OR IN CONNECTION  WITH THIS AGREEMENT,  THE PURCHASE  AGREEMENT OR THE
NOTES. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PARTY HAS  REPRESENTED,  EXPRESSLY  OR  OTHERWISE,  THAT SUCH OTHER
PARTY  WOULD NOT,  IN THE EVENT OF  LITIGATION,  SEEK TO ENFORCE  THE  FOREGOING
WAIVER  AND (B)  ACKNOWLEDGES  THAT IT AND THE OTHER  PARTIES  HERETO  HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT,  THE PURCHASE  AGREEMENT AND THE NOTES, AS
APPLICABLE,  BY, AMONG OTHER THINGS,  THE MUTUAL WAIVERS AND  CERTIFICATIONS  IN
THIS SECTION.

            Section  18.9  Severability.  In the  event  any  one or more of the
provisions  contained  in this  Agreement  should be held  invalid,  illegal  or
unenforceable in any respect,  the validity,  legality and enforceability of the
remaining  provisions  contained  herein  shall  not in any way be  affected  or
impaired  thereby  (it being  understood  that the  invalidity  of a  particular
provision in a  particular  jurisdiction  shall not in and of itself  affect the
validity  of such  provision  in any  other  jurisdiction).  The  parties  shall
endeavor  in  good-faith  negotiations  to  replace  the  invalid,   illegal  or
unenforceable  provisions  with valid  provisions  the economic  effect of which
comes as close as  possible  to that of the  invalid,  illegal or  unenforceable
provisions.

            Section 18.10 Counterparts. This Agreement may be executed in two or
more  counterparts,  each of which shall constitute an original but all of which
when taken  together  shall  constitute  but one  contract.  Each party shall be
entitled to rely on a facsimile  signature of any other party hereunder as if it
were an original.


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            Section 18.11 Jurisdiction; Consent to Service of Process.

                        Grantor hereby irrevocably and unconditionally  submits,
            for itself and its property, to the nonexclusive jurisdiction of any
            New York  State  court or  Federal  court of the  United  States  of
            America  sitting in New York City, and any appellate  court from any
            thereof,  in any action or proceeding  arising out of or relating to
            this  Agreement,  the  Purchase  Agreement  or  the  Notes,  or  for
            recognition or enforcement of any judgment,  and each of the parties
            hereto hereby irrevocably and unconditionally agrees that all claims
            in  respect  of any such  action  or  proceeding  may be  heard  and
            determined  in such New York  State or, to the extent  permitted  by
            law, in such Federal court. Each of the parties hereto agrees that a
            final judgment in any such action or proceeding  shall be conclusive
            and may be enforced in other  jurisdictions  by suit on the judgment
            or in any other manner  provided by law.  Nothing in this  Agreement
            shall affect any right that the Secured  Parties may otherwise  have
            to bring any action or proceeding  relating to this  Agreement,  the
            Purchase  Agreement,  the Notes or the other  Transaction  Documents
            against Grantor or its properties in the courts of any jurisdiction.

                        Grantor hereby irrevocably and  unconditionally  waives,
            to the  fullest  extent it may legally  and  effectively  do so, any
            objection  which it may now or hereafter have to the laying of venue
            of any suit, action or proceeding arising out of or relating to this
            Agreement,   the  Purchase   Agreement,   the  Notes  or  the  other
            Transaction  Documents in any New York State or Federal court.  Each
            of the parties  hereto  hereby  irrevocably  waives,  to the fullest
            extent permitted by law, the defense of an inconvenient forum to the
            maintenance of such action or proceeding in any such court.

                        Each party to this  Agreement  irrevocably  consents  to
            service of process in the  manner  provided  for  notices in Section
            7.1. Nothing in this Agreement will affect the right of any party to
            this Agreement to process in any other manner permitted by law.

            Section 18.12 Termination.  This Agreement and the Security Interest
shall terminate when all the  Obligations  have been paid in full, at which time
the Secured Parties shall execute and deliver to Grantor,  at Grantor's expense,
all Uniform  Commercial Code termination  statements and similar documents which
Grantor shall reasonably request to evidence such termination. Any execution and
delivery of termination  statements or documents  pursuant to this Section shall
be without recourse to or warranty by the Secured Parties.

            Section 18.13 Prejudgment Remedy Waiver.  Grantor  acknowledges that
this  Agreement,  the Purchase  Agreement,  the Notes and the other  Transaction
Documents  evidence a commercial  transaction  and that it could,  under certain
circumstances  have the  right,  to  notice of and  hearing  on the right of the
Secured Parties to obtain a prejudgment remedy, such as attachment,  garnishment
and/or   replevin,    upon   commencing   any   litigation    against   Grantor.
Notwithstanding, Grantor hereby waives all rights to notice, judicial hearing or
prior court order to which it might  otherwise have the right under any state or
federal  statute or constitution in connection with the obtaining by the Secured
Parties of any  prejudgment  remedy by reason of this  Agreement,  the  Purchase
Agreement,  the  Notes,  the  other  Transaction  Documents  or by reason of the
Obligations  or any renewals or extensions of the same.  Grantor also waives any
and all objection which it might otherwise assert,  now or in the future, to the
exercise or use by the Secured  Parties of any right of setoff,  repossession or
self help as may presently exist under statute or common law.


                                       65



            IN WITNESS  WHEREOF,  the parties have duly  executed  this Security
Agreement as of the day and year first written above.



                                                MULTIBAND CORPORATION


                                                By:_____________________________
                                                   Name:
                                                   Title:



                                                SECURED PARTY:


                                                By:_____________________________
                                                   Name:
                                                   Title:










                                    EXHIBIT A
                                 SECURED PARTIES











                                   SCHEDULE A
          PLACES OF BUSINESS; CHIEF EXECUTIVE OFFICE; FILING LOCATIONS



State of Incorporation:
Minnesota



Chief Executive Office:
9449 Science Center Drive
New Hope, MN 55428



Filing Locations:
Secretary of State of the State of Minnesota






                                       68





                                  SCHEDULE 3.3
                                 EXISTING LIENS








                                       69




                                  SCHEDULE 3.4
                             ABSENCE OF OTHER LIENS








                                       70