EXHIBIT 10.2

                                   [SECURED CONVERTIBLE DEBENTURES AND WARRANTS]

                          SECURITIES PURCHASE AGREEMENT

      SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of May 24,
2004, by and among BAM! ENTERTAINMENT, INC., a corporation organized under the
laws of the State of Delaware (the "COMPANY"), and the purchasers (the
"PURCHASERS") set forth on the execution pages hereof (the "EXECUTION PAGES").

      WHEREAS:

      A. The Company and each Purchaser are executing and delivering this
Agreement in reliance upon the exemption from securities registration afforded
by the provisions of Regulation D ("REGULATION D"), as promulgated by the United
States Securities and Exchange Commission (the "SEC") under the Securities Act
of 1933, as amended (the "SECURITIES ACT").

      B. Each Purchaser desires to purchase, severally and not jointly, subject
to the terms and conditions stated in this Agreement, (i) 2% Secured Convertible
Debentures (the "DEBENTURES") and (ii) warrants in the form attached hereto as
Exhibit A (including any warrants issued in replacement thereof, the
"WARRANTS"), to acquire shares of the Company's common stock, $0.001 par value
(the "COMMON STOCK"). The shares of Common Stock issuable upon exercise of or
otherwise pursuant to the Warrants are referred to herein as the "WARRANT
SHARES."

      C. Contemporaneous with the execution and delivery of this Agreement, the
parties hereto are executing and delivering a Common Stock Registration Rights
Agreement in the form attached hereto as Exhibit B (the "COMMON STOCK
REGISTRATION RIGHTS AGREEMENT"), and a Warrant Shares Registration Rights
Agreement in the form attached hereto as Exhibit C (the "WARRANT SHARES
REGISTRATION RIGHTS AGREEMENTS" and collectively with the Common Stock
Registration Rights Agreement the "REGISTRATION RIGHTS AGREEMENTS") pursuant to
which the Company has agreed to provide certain registration rights under the
Securities Act and the rules and regulations promulgated thereunder, and
applicable state securities laws.

      D. The Company has executed documentation regarding the acquisition of VIS
Entertainment plc ("VIS") and SOE Development Limited ("SOED") and
contemporaneous with the Closing of the transactions referenced herein, the
acquisition of VIS is going unconditional and the acquisition of SOED is
closing.

      NOW, THEREFORE, the Company and the Purchasers hereby agree as follows:

1. CERTAIN DEFINITIONS.

      For purposes of this Agreement, the following terms shall have the
meanings ascribed to them as provided below:

      "ADDITIONAL FINANCINGS" shall mean (i) shares of the Company's Series A
Cumulative Convertible Preferred Stock, $10,000 liquidation preference per
share, $0.001 par value (the



"PREFERRED STOCK") and/or shares of Common Stock issued by the Company pursuant
to Securities Purchase Agreements or Settlement Agreements, as the case may be,
of even date herewith (the "FINANCING AGREEMENTS"), (ii) amended existing
promissory notes owing by SOED to certain debtholders (the "SOED NOTES") to
extend the term thereof and to make such notes convertible, at the option of the
holder, into shares of Common Stock, and (iii) warrants to purchase shares of
Common Stock issued by the Company to certain parties who effected the Financing
Agreements, the amendment of the SOED Notes and/or the going unconditional of
VIS and the closing of SOED.

      "AFFILIATE" or "AFFILIATES" means, with respect to any Person, any other
Person that directly or indirectly controls, is controlled by, or is under
common control with, such Person.

      "BUSINESS DAY" shall mean any day on which the principal United States
securities exchange or trading market on which the Common Stock is listed or
traded is open for trading.

      "COMMON STOCK EQUIVALENTS" means, collectively, Options and Convertible
Securities.

      "CONVERSION SHARES" means the shares of Common Stock issuable upon
conversion of the Debentures.

      "CONVERTIBLE SECURITIES" means any stock or securities (other than
Options) convertible into or exercisable or exchangeable for Common Stock.

      "INVESTMENT AMOUNT" shall mean the dollar amount to be invested in the
Company at the Closing pursuant to this Agreement by a Purchaser, as set forth
on the Execution Page hereto executed by such Purchaser.

      "LIEN" means any lien, charge, claim, security interest, encumbrance,
right of first refusal or other restriction.

      "MATERIAL ADVERSE EFFECT" shall mean an event that (i) adversely affect
the legality, validity or enforceability of any Transaction Document, (ii) have
or result in a material adverse effect on the results of operations, assets,
prospects, business or condition (financial or otherwise) of the Company and the
Subsidiaries, taken as a whole, or (iii) adversely impair the Company's ability
to perform fully on a timely basis its obligations under any of the Transaction
Document; provided, that none of the following alone shall be deemed, in and of
itself, to constitute a Material Adverse Effect: (i) a change in the market
price or trading volume of the Common Stock or (ii) changes in general economic
conditions or changes affecting the industry in which the Company operates
generally (as opposed to Company-specific changes) so long as such changes do
not have a disproportionate effect on the Company and its Subsidiaries taken as
a whole.

      "OPTIONS" means any rights, warrants or options to subscribe for or
purchase Common Stock or Convertible Securities.

                                       2


      "PERSON" means an individual, corporation, partnership, limited liability
company, trust, business trust, association, joint stock company, joint venture,
sole proprietorship, unincorporated organization, governmental authority or any
other form of entity not specifically listed herein.

      "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.

      "PRO RATA PERCENTAGE" shall mean, with respect to any Purchaser, a
percentage computed by dividing such Purchaser's Investment Amount by the
aggregate Investment Amounts of all Purchasers.

      "SECURITIES" shall mean the Debentures, the Conversion Shares, the
Warrants and the Warrant Shares.

      "SHARES" means the shares of Preferred Stock to be issued and sold by the
Company and purchased by the Purchasers at the Closing.

      "SUBSIDIARY" or "SUBSIDIARIES," when used with respect to subsidiaries of
the Company in Section 4 of this Agreement, means or includes only a
"Significant Subsidiary" as defined in Rule 405 of Regulation C under the
Securities Act.

      "TRANSACTION DOCUMENTS" means this Agreement, the Warrants, the
Registration Rights Agreements, the Custodial Agreement, the Transfer Agent
Instructions and any other documents or agreements executed in connection with
the transactions contemplated hereunder.

      "TRANSFER AGENT" means American Stock Transfer & Trust Company, or any
other transfer agent selected by the Company.

2. PURCHASE AND SALE OF SHARES AND WARRANTS.

      a. Generally. Except as otherwise provided in this Section 2 and subject
to the satisfaction (or waiver) of the conditions set forth in Section 6 and
Section 7 below, each Purchaser shall purchase the principal amount of
Debentures and Warrants determined as provided in this Section 2, and the
Company shall issue and sell such principal amount of Debentures and Warrants to
each Purchaser for such Purchaser's Investment Amount as provided below. The
Company's agreement with each of the Purchasers is a separate agreement, and the
sale of the Securities to each of the Purchasers is a separate sale.

      b. Principal Amount of Debentures and Warrants; Form of Payment; Closing
Date.

            i. On the Closing Date (as defined below), the Company shall sell
and each Purchaser shall buy (A) a principal amount of Debentures equal to such
Purchaser's Investment Amount and (B) Warrants exercisable for a number of
shares of Common Stock equal to 75% of the number of Conversion Shares
underlying the Debentures referred to in subclause (A) above

                                       3


(regardless of any limitations on ownership or conversion). On the Closing Date,
each Purchaser shall wire to the Custodian an amount equal to such Purchaser's
Investment Amount, such amount to be placed in escrow pursuant to the terms and
conditions of the Custodial Agreement.

            ii. On the Closing Date, each Purchaser shall pay its Investment
Amount by wire transfer, such amount to be placed in escrow pursuant to the
terms and conditions of the Custodial Agreement as provided in Section 7 herein.

            iii. Subject to the satisfaction (or waiver) of the conditions
thereto set forth in Section 6 and Section 7 below, the date and time of the
sale of the Debentures and Warrants pursuant to this Agreement (the "CLOSING")
shall be 3:00 p.m. California time on May 24, 2004 or such other date or time as
the Purchasers and the Company may mutually agree ("CLOSING DATE"). The Closing
shall occur at the offices of the Custodian, or at such other place as
Purchasers and the Company may otherwise mutually agree.

      c. Terms of the Debentures. The terms and provisions of the Debentures are
set forth in the form of Debenture, attached hereto as Exhibit D.

3. THE PURCHASER'S REPRESENTATIONS AND WARRANTIES.

      Each Purchaser severally and not jointly represents and warrants to the
Company as follows:

      a. Purchase for Own Account. The Purchaser is purchasing the Securities
for the Purchaser's own account and not with a present view towards the
distribution thereof in violation of securities laws. The Purchaser understands
that the Purchaser must bear the economic risk of this investment indefinitely,
unless the Securities are registered pursuant to the Securities Act and any
applicable state securities or blue sky laws or an exemption from such
registration is available, and that the Company has no present intention of
registering any such Securities other than as contemplated by the Registration
Rights Agreements. Notwithstanding anything in this Section 3(a) to the
contrary, by making the foregoing representation, the 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 or pursuant to
a registration statement or an exemption from registration under the Securities
Act and any applicable state securities laws; provided, that in the case of any
transfer of the Securities pursuant to an exemption, such transfer is made in
accordance with the provisions of Section 3(e).

      b. Information. The Purchaser has been furnished all materials (excluding
any material nonpublic information) relating to the business, finances and
operations of the Company and its Subsidiaries and materials relating to the
offer and sale of the Securities that have been requested by the Purchaser. The
Purchaser has been afforded the opportunity to ask questions of the Company and
has received what the Purchaser believes to be satisfactory answers to any such
inquiries. The Purchaser understands that its investment in the Securities
involves a high degree of risk.

                                       4


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

      d. Authorization; Enforcement. The Purchaser has the requisite power and
authority to enter into and perform its obligations under this Agreement and to
purchase the Securities in accordance with the terms hereof. This Agreement has
been duly and validly authorized, executed and delivered on behalf of the
Purchaser and is a valid and binding agreement of the Purchaser enforceable
against the Purchaser in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and
other laws affecting creditors' rights and remedies generally and to general
principles of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity).

      e. Transfer or Resale. The Purchaser understands that (i) except as
provided in the Registration Rights Agreements, the Securities have not been and
are not being registered under the Securities Act or any state securities laws,
and may not be transferred unless (a) subsequently registered thereunder or sold
pursuant to Rule 144(k) under the Securities Act, or (b) the Purchaser shall
have delivered to the Company an opinion of counsel reasonably acceptable to the
Company (which opinion shall be in form, substance and scope customary for
opinions of counsel in comparable transactions) to the effect that the
Securities to be sold or transferred may be sold or transferred under an
exemption from such registration, and (ii) neither the Company nor any other
Person is under any obligation to register such Securities under the Securities
Act or any state securities laws or to comply with the terms and conditions of
any exemption thereunder, in each case, other than pursuant to the Registration
Rights Agreements.

      f. Legends. The Purchaser understands that the Securities may bear a
restrictive legend in substantially the following form:

            [NEITHER] THESE SECURITIES [NOR THE SECURITIES INTO WHICH THESE
            SECURITIES ARE EXERCISABLE] HAVE [NOT] BEEN REGISTERED WITH THE
            SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF
            ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
            SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES
            REPRESENTED HEREBY MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN
            EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE
            SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN
            AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE
            LAWS. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES [AND THE
            SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES] MAY BE
            PLEDGED IN

                                       5


            CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR
            FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES.

      Certificates evidencing Securities shall not contain such legend or any
other legend (i) while a Registration Statement covering the resale of such
Securities is effective under the Securities Act provided that at the time any
of the Purchasers requests a removal of the Legend on any certificate evidencing
all or any portion of any of the Securities, such Purchaser (or a broker acting
on such Purchaser's behalf) provides to the Company (or to the Transfer Agent on
the Company's behalf), reasonable written assurances to the effect that any of
the Securities, sold or to be sold by such Purchasers have been, or will be,
sold in accordance with the plan of distribution set forth in the Prospectus and
in compliance with the prospectus delivery requirements under the Securities
Act, or (ii) following any sale of such Securities pursuant to Rule 144, or
(iii) if such Securities are eligible for sale under Rule 144(k), or (iv) if
such legend is not required under applicable requirements of the Securities Act
(including judicial interpretations and pronouncements issued by the staff of
the SEC). The Company shall cause its counsel to issue the legal opinion
included in the Transfer Agent Instructions to the Transfer Agent on the
Effective Date. Following the Effective Date or at such earlier time as a legend
is no longer required for certain Securities, the Company will no later than
three Business Days following the delivery by a Purchaser to the Company or the
Transfer Agent of a legended certificate representing such Securities, deliver
or cause to be delivered to such Purchaser a certificate representing such
Securities that is free from all restrictive and other legends. If the Company
intentionally and willfully fails to deliver to the Purchaser such certificate
or certificates in accordance herewith, prior to the fifth trading day following
the aforementioned delivery by a Purchaser, the Company shall pay to such
Purchaser, in cash, an amount equal to 2% of the product of the number of shares
of Common Stock represented by such certificate(s) multiplied by the closing
sales price of the Common Stock as reported on the primary exchange on which the
Company's stock is quoted on the close of business of the aforementioned fifth
day, per month (or any portion thereof) until such delivery takes place, but in
no event in an amount to exceed $240,000. The Company may not make any notation
on its records or give instructions to any transfer agent of the Company that
enlarge the restrictions on transfer set forth in this Section.

      The Company acknowledges and agrees that a Purchaser may from time to time
pledge or grant a security interest in some or all of the Securities in
connection with a bona fide margin agreement or other loan or financing
arrangement secured by the Securities and, if required under the terms of such
agreement, loan or arrangement, such Purchaser may transfer pledged or secured
Securities to the pledgees or secured parties. Such a pledge or transfer would
not be subject to approval of the Company and no legal opinion of the pledgee,
secured party or pledgor shall be required in connection therewith, but such
legal opinion may be required in connection with a subsequent transfer following
default by the Purchaser transferee of the pledge. Further, no notice shall be
required of such pledge. At the appropriate Purchaser's expense, the Company
will execute and deliver such reasonable documentation as a pledgee or secured
party of Securities may reasonably request in connection with a pledge or
transfer of the Securities, including the preparation and filing of any required
prospectus supplement under Rule 424(b)(3)

                                       6


of the Securities Act or other applicable provision of the Securities Act to
appropriately amend the list of selling stockholders thereunder.

      g. Investor Status. The Purchaser is an "ACCREDITED INVESTOR" within the
meaning of Rule 501 Regulation D under the Securities Act. In the normal course
of its business, it invests in or purchases securities similar to the Securities
and it has such knowledge and experience in financial and business matters as to
be capable of evaluating the merits and risks of purchasing the Securities. The
Purchaser is not a registered broker dealer or an Affiliate of any broker or
dealer registered under Section 15(a) of the Exchange Act, or a member of the
National Association of Securities Dealers, Inc. or a Person engaged in the
business of being a broker dealer.

      h. Restricted Securities. The Purchaser understands that the Securities
are characterized as "restricted securities" under the U.S. federal securities
laws inasmuch as they are being acquired from the Company in a transaction not
involving a public offering and that under such laws and applicable regulations
such securities may be resold without registration under the Securities Act only
in certain limited circumstances.

      i. No Short Positions or Stock Ownership. Except as previously disclosed
to the Company in writing, each Purchaser has not, prior to the 30 Business Days
prior to the Closing Date, entered into any Short Sales. For purposes of this
Section 3.2(i), a "SHORT SALE" by a Purchaser means a sale of Common Stock that
is marked as a short sale and that is executed at a time when such Purchaser has
no equivalent offsetting long position in the Common Stock. For purposes of
determining whether a Purchaser has an equivalent offsetting long position in
the Common Stock, all Common Stock and all Common Stock that would be issuable
upon conversion or exercise in full of all Options then held by such Purchaser
(assuming that such Options were then fully convertible or exercisable,
notwithstanding any provisions to the contrary, and giving effect to any
conversion or exercise price adjustments scheduled to take effect in the future)
shall be deemed to be held long by such Purchaser.

      4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

      The Company represents and warrants to each Purchaser as follows:

      a. Organization and Qualification. Each of the Company and its
Subsidiaries is a corporation duly organized and existing in good standing under
the laws of the jurisdiction in which it is incorporated, and has the requisite
corporate power to own its properties and to carry on its business as now being
conducted. Each of the Company and its Subsidiaries 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 by it makes such qualification
necessary and where the failure so to qualify would have a Material Adverse
Effect. The Company has no direct or indirect Subsidiaries other than those
listed in Schedule 4(a). Except as disclosed in Schedule 4 (a), the Company
owns, directly or indirectly, all of the capital stock or comparable equity
interests of each Subsidiary free and clear of any Lien, and all the issued and
outstanding shares of capital stock or comparable equity interests of each
Subsidiary are validly issued and are fully paid, non-assessable and free of
preemptive and similar rights.

                                       7


      b. Authorization; Enforcement. (i) The Company has the requisite corporate
power and authority to enter into and perform its obligations under this
Agreement, the Debentures, the Warrants, and the Registration Rights Agreements,
to issue and sell the Debentures and the Warrants in accordance with the terms
hereof and to issue Conversion Shares and the Warrant Shares in accordance with
the terms of the Debentures and the Warrants, respectively; (ii) the execution,
delivery and performance of this Agreement and the Debentures, the Warrants, the
Registration Rights Agreements and the Custodial Agreement (collectively, the
"RELATED AGREEMENTS") by the Company and the consummation by it of the
transactions contemplated hereby and thereby (including, without limitation, the
reservation for issuance and issuance of the Debentures, the Conversion Shares
and the Warrants and the reservation for issuance and issuance of the Warrant
Shares) have been duly authorized by the Company's Board of Directors and no
further consent or authorization of the Company, its Board of Directors or its
shareholders is required (the Company received stockholder approval for the
issuance of the Securities at a special meeting of stockholders held on March
30, 2004); (iii) this Agreement and the Related Agreements have been duly
executed and delivered by the Company; and (iv) this Agreement and the Related
Agreements constitute, and, upon execution and delivery by the Company and the
other parties thereto to the extent required of the Registration Rights
Agreements, the Custodial Agreement and the Warrants, such agreements will
constitute, valid and binding obligations of the Company enforceable against the
Company in accordance with their respective terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and
other laws affecting creditors' rights and remedies generally and to general
principles of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity).

      c. Capitalization. The capitalization of the Company as of the date hereof
is set forth on Schedule 4(c), including the authorized capital stock, the
number of shares issued and outstanding, the number of shares issuable and
reserved for issuance pursuant to the Company's stock option plans, the number
of shares issuable and reserved for issuance pursuant to securities exercisable
for, or convertible into or exchangeable for any shares of capital stock. All of
such outstanding shares of the Company's capital stock have been, or upon
issuance will be, validly issued, fully paid and nonassessable. Except as set
forth on Schedule 4(c), no shares of capital stock of the Company (including the
Conversion Shares and the Warrant Shares) or any of the Subsidiaries are subject
to preemptive rights or any other similar rights of the shareholders of the
Company or any liens or encumbrances. Except for the Securities and as disclosed
in Schedule 4(c), as of the date of this Agreement, (i) there are no outstanding
options, warrants, scrip, rights to subscribe to, calls or commitments of any
character whatsoever to which the Company or any of its Subsidiaries is a party
relating to the issuance by the Company or any of its Subsidiaries of securities
or rights convertible into or exercisable or exchangeable for, any shares of
capital stock of the Company or any of its Subsidiaries, or arrangements by
which the Company or any of its Subsidiaries is or may become bound to issue
additional shares of capital stock of the Company or such Subsidiaries, and (ii)
there are no agreements or arrangements under which the Company or any of its
Subsidiaries is obligated to register the sale of any of its or their securities
under the Securities Act (except the Registration Rights Agreements). Except as
set forth on Schedule 4(c), there are no securities or instruments containing
antidilution or similar provisions that may be triggered by the issuance of the
Securities in accordance with the

                                       8


terms of this Agreement or the Related Agreements and the holders of the
securities and instruments listed on such Schedule 4(c) have waived any rights
they may have under such antidilution or similar provisions in connection with
the issuance of the Securities in accordance with the terms of this Agreement or
the Related Agreements. The Company has made available to each Purchaser true
and correct copies of the Company's Certificate of Incorporation as in effect on
the date hereof ("CERTIFICATE OF INCORPORATION"), the Company's By-laws as in
effect on the date hereof (the "BY-LAWS") and all other instruments and
agreements governing securities convertible into or exercisable or exchangeable
for capital stock of the Company, except for stock options granted under any
benefit plan of the Company.

      d. Issuance of Debentures, Warrants, Conversion Shares and Warrant Shares.
The Debentures are duly authorized and when issued and paid for in accordance
with the terms hereof, will be validly issued, fully paid and non-assessable,
and free from all taxes and Liens (other than those imposed through acts or
omissions of the Purchaser thereof) and will not be subject to preemptive rights
or other similar rights of shareholders of the Company. The Conversion Shares
and the Warrant Shares are duly authorized and reserved for issuance, and, upon
conversion of the Debentures and/or exercise of the Warrants, as the case may
be, in accordance with the terms thereof, will be validly issued, fully paid and
non-assessable and free from all taxes and Liens (other than those imposed
through acts or omissions of the Purchaser thereof) and will not be subject to
preemptive rights or other similar rights of shareholders of the Company.

      e. No Conflicts. The execution, delivery and performance of this Agreement
and the Related Agreements by the Company, and the consummation by the Company
of the transactions contemplated hereby and thereby (including, without
limitation, the reservation for issuance and issuance of the Debentures, the
Conversion Shares and the Warrant Shares, and the issuance of the Warrants, will
not (i) conflict with or result in a violation of the Certificate of
Incorporation or By-laws 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 to which the Company or
any of its Subsidiaries is a party, or result in a violation of any law, rule,
regulation, order, judgment or decree (including (assuming the accuracy of the
representations and warranties of the Purchasers) the United States 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 is bound or affected (except, with respect to clause (ii), for such
conflicts, defaults, terminations, amendments, accelerations, cancellations and
violations as would not, individually or in the aggregate, have a Material
Adverse Effect). Neither the Company nor any of its Subsidiaries is in violation
of its Certificate of Incorporation, By-laws and other organizational documents
and neither the Company nor any of its Subsidiaries is in default (and no event
has occurred which, with notice or lapse of time or both, would put the Company
or any of its Subsidiaries in default) under, nor has there occurred any event
giving others (with notice or lapse of time or both) any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture or
instrument to which the Company or any of its Subsidiaries is a party, except
for actual or possible violations, defaults or rights as would not, individually
or in the aggregate, have a Material Adverse Effect. The businesses of the
Company and its Subsidiaries are not being conducted in violation of any law,
ordinance or

                                       9


regulation of any governmental entity, except for actual or possible violations,
if any, the sanctions for which either singly or in the aggregate would not have
a Material Adverse Effect. Except as specifically contemplated by this Agreement
and as required under the Securities Act and any applicable state securities
laws and assuming the accuracy of the representations and warranties of the
Purchasers, the Company is not required to obtain any consent, approval,
authorization or order of, or make any filing or registration with, any court or
governmental agency or any regulatory or self regulatory agency in order for it
to execute, deliver or perform any of its obligations under this Agreement
(including without limitation the issuance and sale of the Debentures, the
Conversion Shares and Warrants as provided hereby), the Warrants (including
limitation the issuance of the Warrant Shares), the Registration Rights
Agreements or the Custodial Agreement without, in each case in accordance with
the terms hereof or thereof. Other than as described in Schedule 4(e), the
Company is not currently in violation of the listing or maintenance requirements
of the Nasdaq Stock Market. Following discussions with Nasdaq and as described
in Schedule 4(e), the Company does not reasonably anticipate that the Common
Stock will be delisted by The Nasdaq Stock Market in the twelve month period
following the Closing Date based on its rules (and interpretations thereof) as
currently in effect.

      f. SEC Documents; Financial Statements. Since September 1, 2002, the
Company has timely filed all reports, schedules, forms, statements and other
documents required to be filed by it with the SEC pursuant to the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and has filed all
registration statements and other documents required to be filed by it with the
SEC pursuant to the Securities Act (all of the foregoing filed prior to the date
hereof, and all exhibits included therein and financial statements and schedules
thereto and documents incorporated by reference therein, being hereinafter
referred to herein as the "SEC DOCUMENTS"). The Company has made available to
each Purchaser via the SEC's Electronic Data Gathering, Analysis and Retrieval
(EDGAR) system true and complete copies of the SEC Documents. As of their
respective dates, the SEC Documents complied in all material respects with the
requirements of the Exchange Act or the Securities Act, as the case may be, and
the rules and regulations of the SEC promulgated thereunder applicable to the
SEC Documents, and none of the SEC Documents, at the time they were filed with
the SEC, contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading. Any statements made in any such SEC Documents that are or were
required to be updated or amended under applicable law have been so updated or
amended. As of their respective dates, the financial statements of the Company
included in the SEC Documents complied in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC
applicable with respect thereto. Such financial statements have been prepared in
accordance with United States generally accepted accounting principles,
consistently applied, during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the notes thereto, or (ii)
in the case of unaudited interim statements, to the extent they may not include
footnotes or may be condensed or summary statements) and fairly present in all
material respects the consolidated financial position of the Company and its
Subsidiaries as of the dates thereof and the results of their operations and
cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal and recurring year-end audit adjustments). Except as set
forth in the SEC Documents, the Company has no liabilities, contingent or
otherwise, other than (i) liabilities incurred in the ordinary course

                                       10


of business subsequent to the date of such SEC Documents and (ii) obligations
under contracts and commitments incurred in the ordinary course of business and
not required under generally accepted accounting principles to be reflected in
such SEC Documents, which liabilities and obligations referred to in clauses (i)
and (ii), individually or in the aggregate, would not have a Material Adverse
Effect.

      g. Absence of Certain Changes. Since the date of the latest audited
financial statements included within the SEC Documents, except as specifically
disclosed in the SEC Documents, (i) there has been no event, occurrence or
development that, individually or in the aggregate, has had or that could result
in a Material Adverse Effect, (ii) the Company has not incurred any liabilities
(contingent or otherwise) other than (A) trade payables and accrued expenses
incurred in the ordinary course of business consistent with past practice and
(B) liabilities not required to be reflected in the Company's financial
statements pursuant to generally accepted accounting principals or required to
be disclosed in filings made with the SEC, (iii) the Company has not altered its
method of accounting or the identity of its auditors, (iv) the Company has not
declared or made any dividend or distribution of cash or other property to its
stockholders or purchased, redeemed or made any agreements to purchase or redeem
any shares of its capital stock, and (v) the Company has not issued any equity
securities to any officer, director or Affiliate, except pursuant to existing
Company stock option and stock purchase plans.

      h. Absence of Litigation. Except as disclosed in the SEC Documents, there
is no action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the Company, threatened against or affecting the
Company, or any of its Subsidiaries, or any of their directors or officers in
their capacities as such which would have a Material Adverse Effect.

      i. Intellectual Property. The Company and each of its Subsidiaries owns or
is licensed to use all patents, patent applications, trademarks, trademark
applications, trade names, service marks, copyrights, copyright applications,
licenses, permits, know-how (including trade secrets and other unpatented and/or
unpatentable proprietary or confidential information, systems or procedures) and
other similar rights and proprietary knowledge (collectively, "INTANGIBLES")
necessary for the conduct of its business as now being conducted and as proposed
to be conducted. Except as disclosed in the SEC Documents, neither the Company
nor any of its Subsidiaries has received written notice that it is infringing
upon or in conflict with any third party Intangibles. Except as disclosed in the
SEC Documents, neither the Company nor any of its Subsidiaries has entered into
any consent, indemnification, forbearance to sue or settlement agreements with
respect to the validity of the Company's or such Subsidiary's ownership or right
to use its Intangibles. The Intangibles are valid and enforceable, and, without
the Company intending to allow such result, no registration relating thereto has
lapsed, expired or been abandoned or canceled or is the subject of cancellation
or other adversarial proceedings, and all applications therefor are pending and
in good standing. The Company has complied with its contractual obligations
relating to the protection of the Intangibles used pursuant to licenses with
such exceptions that would not and will not have a Material Adverse Effect. To
the Company's knowledge, no Person is infringing on or violating the Intangibles
owned or used by the Company.

                                       11


      j. Environment. Except as disclosed in the SEC Documents (i) there is no
environmental liability, nor factors likely to give rise to any environmental
liability, affecting any of the properties of the Company or any of its
Subsidiaries that, individually or in the aggregate, would have a Material
Adverse Effect and (ii) neither the Company nor any of its Subsidiaries has
violated any environmental law applicable to it now or previously in effect,
other than such violations or infringements that, individually or in the
aggregate, have not had and will not have a Material Adverse Effect.

      k. Title. The Company and each of its Subsidiaries has good title in fee
simple to all real property and good title to all personal property owned by it
which is material to its business, free and clear of all liens, encumbrances and
defects except for such defects in title that, individually or in the aggregate,
would not have a Material Adverse Effect. Any real property and facilities held
under lease by the Company or any of its Subsidiaries are held by the Company or
such Subsidiary under valid, subsisting and enforceable leases with such
exceptions which have not had and will not have a Material Adverse Effect.

      l. Insurance. Except as disclosed in the SEC Documents, the Company and
its Subsidiaries maintain such insurance relating to their business, operations,
assets, key-employees and officers and directors as is appropriate to their
business, assets and operations, in such amounts and against such risks as are
customarily carried and insured against by owners of comparable businesses,
assets and operations, and such insurance coverages will be continued in full
force and effect to and including the Closing Date other than those insurance
coverages in respect of which the failure to continue in full force and effect
would not reasonably be expected to have a Material Adverse Effect.

      m. Acknowledgment Regarding the Purchasers' Purchase of the Securities.
The Company acknowledges and agrees that no Purchaser is acting as a financial
advisor or is acting as a fiduciary of the Company (or in any similar capacity)
with respect to this Agreement or the transactions contemplated hereby, and the
relationship between the Company and the Purchasers is "arms length" and that
any statement made by any Purchaser or any of its Affiliates, representatives or
agents in connection with this Agreement and the transactions contemplated
hereby is not advice or a recommendation and is merely incidental to such
Purchaser's purchase of Securities and has not been relied upon by the Company,
its officers or directors in any way except for the Purchaser's representations
and warranties in Section 3 hereof. The Company further represents to the
Purchaser that the Company's decision to enter into this Agreement has been
based solely on an independent evaluation by the Company and its
representatives.

      n. No Brokers. Except as described in Schedule 4(n), all of which are
payable at the Closing, to the knowledge of the Company, to registered
broker-dealers, no brokerage or finder's fees or commissions are or will be
payable by the Company to any broker, financial advisor or consultant, finder,
placement agent, investment banker, bank or other Person with respect to the
transactions contemplated by this Agreement, and the Company has not taken any
action that would cause any Purchaser to be liable for any such fees or
commissions.

                                       12


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

      p. No General Solicitation. Neither the Company nor to the knowledge of
the Company any Person participating on the Company's behalf in the transactions
contemplated hereby has conducted any "general solicitation" or "general
advertising" as such terms are used in Regulation D, with respect to any of the
Securities being offered hereby; provided, however, that the Company makes no
representation or warranty with respect to the activities of any of the
placement agents or any Affiliate of any of them engaged by the Company in
connection with the transactions contemplated by this Agreement (collectively
the "PLACEMENT AGENTS").

      q. Securities Laws. Neither the Company, nor any Affiliate of the Company,
nor any Person acting on its behalf or on behalf of such Affiliate, has,
directly or indirectly, made any offers or sales of any security or solicited
any offers to buy any security under circumstances that would require
registration of the Securities being offered hereby under the Securities Act or
cause this offering of Securities to be integrated with any prior offering of
securities of the Company for purposes of the Securities Act and Nasdaq Rules
provided, however, that the Company makes no representation or warranty with
respect to the activities of any of the Placement Agents or any of Affiliate of
any of them. Assuming the truth and accuracy of the Purchasers' representations
and warranties, the offer, sale and delivery of Conversion Stock upon conversion
of the Debentures and Common Stock upon exercise of the Warrants will be exempt
from the registration requirements of Section 5 of the Securities Act.

      r. Form S-3 Eligibility. The Company is currently eligible to register the
resale of its Common Stock on a registration statement on Form S-3 under the
Securities Act. The Company is not aware of any facts or circumstances
(including without limitation any required approvals or waivers of any
circumstances that may delay or prevent the obtaining of accountant's consents)
that would prohibit or delay the preparation and filing of a registration
statement on Form S-3 with respect to the Registrable Securities (as defined in
the Registration Rights Agreements) provided that such registration is not
deemed a "primary offering" in which case the Company could face potential
qualification problems regarding the requirement of having an aggregate market
value held by non-affiliates of $75 million or more.

      s. Disclosure. The Company confirms that neither it nor any other Person
acting on its behalf has provided any of the Purchasers or their agents or
counsel with any information that constitutes or might constitute material,
nonpublic information. The Company understands and

                                       13


confirms that each of the Purchasers will rely on the foregoing representations
in effecting transactions in securities of the Company. All disclosure provided
to the Purchasers regarding the Company, its business and the transactions
contemplated hereby, including the Schedules to this Agreement, furnished by or
on behalf of the Company are true and correct and do not contain any untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements made therein, in the light of the circumstances
under which they were made, not misleading. No event or circumstance has
occurred or information exists with respect to the Company or any of its
Subsidiaries or its or their business, properties, prospects, operations or
financial conditions, which, under applicable law, rule or regulation, requires
public disclosure or announcement by the Company but which has not been so
publicly announced or disclosed, except, until such time as the press release is
issued as contemplated by Section 5(i), the execution of this Agreement. The
Company acknowledges and agrees that no Purchaser makes or has made any
representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in Section 3.

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

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

      v. Transactions With Affiliates and Employees. Except as set forth on
Schedule 4(v), none of the officers or directors of the Company and, to the
knowledge of the Company, none of the employees of the Company is presently a
party to any transaction with the Company or any Subsidiary (other than for
services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or
by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer, director or such employee or, to the
knowledge of the Company, any entity in

                                       14


which any officer, director, or any such employee has a substantial interest or
is an officer, director, trustee or partner.

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

5. COVENANTS AND OTHER AGREEMENTS.

      a. Satisfaction of Conditions. The parties shall use their reasonable
efforts to satisfy in a timely manner each of the conditions set forth in
Section 6 and Section 7 of this Agreement.

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

      c. Reporting Status. So long as a Purchaser beneficially owns any
Securities or has the right to acquire any Securities pursuant to this
Agreement, the Company shall use its reasonable efforts to timely file all
reports required to be filed with the SEC pursuant to the Exchange Act, and
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.

      d. Use of Proceeds. The Company shall use the net proceeds from the sale
of the Debentures and the Warrants for general corporate purposes and working
capital, but in no event shall the Company use such net proceeds to repurchase
any outstanding securities of the Company.

      e. Financial Information. For the Registration Period (as defined in the
Registration Rights Agreements), the Company agrees to send to each Purchaser
within ten days after the filing with the SEC, to the extent not available
through the SEC's EDGAR system, a copy of its Annual Report on Form 10-K, its
Quarterly Reports on Form 10-Q, its proxy and information statements and any
Current Reports on Form 8-K.

      f. Reservation of Shares. The Company has and shall at all times have
authorized and reserved for the purpose of issuance a sufficient number of
shares of Common Stock to provide for the full conversion of the Debentures and
exercise of the Warrants, and the issuance of the Conversion Shares and Warrant
Shares, as the case may be, in connection therewith and as otherwise required
hereby and thereby (without regard to any limitations on beneficial ownership).
The Company shall not reduce the number of shares of Common Stock reserved for

                                       15


issuance under this Agreement (except as a result of the issuance of the
Conversion Shares hereunder), the Warrants (except as a result of the issuance
of the Warrant Shares upon the exercise of the Warrants), or the Registration
Rights Agreements, without the consent of the Purchasers.

      g. Listing. The Company will apply for the listing of the Conversion
Shares and the Warrant Shares, in each case, upon each national securities
exchange and automated quotation system, if any, upon which shares of Common
Stock are then listed or quoted and shall maintain, so long as any other shares
of Common Stock shall be so listed, such listing of all Conversion Shares from
time to time issued or issuable upon conversion of the Debentures and all
Warrant Shares from time to time issued or issuable upon exercise of the
Warrants. The Company shall use its best efforts to include its shares of Common
Stock in The Nasdaq Stock Market at the earliest practical date, and, in any
event, by the date the first registration statement covering the resale of the
Conversion Shares is declared effective by the SEC, and the Company will comply
in all respects with its reporting, filing and other obligations under the
bylaws or rules of The Nasdaq Stock Market.

      h. No Integrated Offerings. The Company shall not make any offers or sales
of any security (other than the Securities) under circumstances that would
require registration of the Securities being offered or sold hereunder under the
Securities Act or Nasdaq rules or cause this offering of Securities to be
integrated with any other non-exempt offering of securities under the Securities
Act or Nasdaq rules, other than the warrants issuable to any of the Placement
Agents in connection with the transactions contemplated by this Agreement and
the shares of common stock issuable upon exercise of such warrants.

      i. Securities Laws Disclosure; Publicity. The Company shall, on or before
9:30 a.m., Eastern Standard Time, on May 25, 2004, issue a press release
reasonably acceptable to the Purchasers disclosing the transactions contemplated
hereby. No later than the first Business Day following the Closing Date, the
Company shall file a Current Report on Form 8-K with the SEC (the "8-K FILING")
describing the transactions contemplated by the Transaction Documents and
including as exhibits to such Current Report on Form 8-K this Agreement and the
form of Warrants, in the form required by the Exchange Act. Thereafter, the
Company shall timely make any filings and notices required by the SEC or
applicable law with respect to the transactions contemplated hereby and provide
copies thereof to the Purchasers promptly after filing. Except with respect to
the 8-K Filing and the press release referenced above (a copy of which will be
provided to the Purchasers for their review as early as practicable prior to its
filing), the Company shall, at least two Business Days prior to the filing or
dissemination of any disclosure required by this paragraph, provide a copy
thereof to the Purchasers for their review. The Company and the Purchasers shall
consult with each other in issuing any press releases or otherwise making public
statements or filings and other communications with the SEC or any regulatory
agency or The Nasdaq Stock Market with respect to the transactions contemplated
hereby, and neither party shall issue any such press release or otherwise make
any such public statement, filing or other communication without the prior
consent of the other, except if such disclosure is required by law, in which
case the disclosing party shall promptly provide the other party with prior
notice of such public statement, filing or other communication. Notwithstanding
the foregoing, the Company shall not publicly disclose the name of any
Purchaser, or include the

                                       16


name of any Purchaser in any filing with the SEC or any regulatory agency or The
Nasdaq Stock Market, without the prior written consent of such Purchaser, except
to the extent such disclosure (but not any disclosure as to the controlling
Persons thereof) is required by law or The Nasdaq Stock Market regulations, in
which case the Company shall provide the Purchasers with prior notice of such
disclosure. The Company shall not, and shall cause each of its Subsidiaries and
its and each of their respective officers, directors, employees and agents not
to, provide any Purchaser with any material nonpublic information regarding the
Company or any of its Subsidiaries from and after the filing of the 8-K Filing
without the express written consent of such Purchaser. No Purchaser shall have
any liability to the Company, its Subsidiaries, or any of its or their
respective officers, directors, employees, stockholders or agents for any such
disclosure. Subject to the foregoing, neither the Company nor any Purchaser
shall issue any press releases or any other public statements with respect to
the transactions contemplated hereby; provided, however, that the Company shall
be entitled, without the prior approval of any Purchaser, to make any press
release or other public disclosure with respect to such transactions (i) in
substantial conformity with the 8-K Filing and contemporaneously therewith and
(ii) as is required by applicable law and regulations (provided that in the case
of clause (i) the Purchasers shall be consulted by the Company in connection
with any such press release or other public disclosure prior to its release).
Each press release disseminated in the United States to the public generally
during the 12 months preceding the date of this Agreement did not at the time of
release contain any untrue statement of a material fact.

      j. Furnishing of Information. As long as any Purchaser owns Securities,
the Company covenants to timely file (or obtain extensions in respect thereof
and file within the applicable grace period) all reports required to be filed by
the Company after the date hereof pursuant to the Securities Exchange Act of
1934, as amended (the "EXCHANGE ACT"). Upon the request of any Purchaser, the
Company shall deliver to such Purchaser a written certification of a duly
authorized officer as to whether it has complied with the preceding sentence.
During the earlier of (i) the date two years from the Closing Date or (ii) as
long as any Purchaser owns Securities, if the Company is not required to file
reports pursuant to such laws, it will prepare and furnish to the Purchasers and
make publicly available in accordance with paragraph (c) of Rule 144 such
information as is required for the Purchasers to sell the Securities under Rule
144. The Company further covenants that it will take such further action as any
holder of Securities may reasonably request to satisfy the provisions of Rule
144 applicable to the issuer of securities relating to transactions for the sale
of securities pursuant to Rule 144.

      k. Integration. The Company shall not, and shall use its best efforts to
ensure that no Affiliate of the Company shall, sell, offer for sale or solicit
offers to buy or otherwise negotiate in respect of any security (as defined in
Section 2 of the Securities Act) that would be integrated with the offer or sale
of the Securities in a manner that would require the registration under the
Securities Act of the sale of the Securities to the Purchasers, or that would be
integrated with the offer or sale of the Securities for purposes of the rules
and regulations of The Nasdaq Stock Market.

      l. Subsequent Placements.

                                       17


      (1) From the date hereof until the Registration Statement (as defined in
the Registration Rights Agreements) is declared effective by the SEC (the
"BLOCKOUT PERIOD"), the Company will not, directly or indirectly, offer, sell,
grant any option to purchase, or otherwise dispose of (or announce any offer,
sale, grant or any option to purchase or other disposition of) any of its or the
Subsidiaries' equity or equity equivalent securities, including without
limitation any debt, preferred stock or other instrument or security that is, at
any time during its life and under any circumstances, convertible into or
exchangeable or exercisable for Common Stock or Common Stock Equivalents (any
such offer, sale, grant, disposition or announcement being referred to as a
"SUBSEQUENT PLACEMENT"). The restrictions contained in this Section 5(l) shall
not apply to Excluded Securities (as defined below).

      (2) The restrictions contained in paragraph 5(l)(1) of this Section shall
not apply to any of the following "EXCLUDED SECURITIES:" (A) the Debentures, (B)
the Conversion Shares, (C) the Warrants, (D) any warrants issued to any of the
Placement Agents provided in the sale of the Debentures or the Preferred Stock,
(E) any shares of Common Stock issued upon exercise of the Warrants or any
warrants issued to any of the Placement Agents provided in the sale of the
Debentures or the Preferred Stock, (F) shares of Preferred Stock or Common Stock
issued in connection with or upon conversion of securities issued further to the
Additional Financings (including the Preferred Stock), (G) warrants issued in
connection with the Additional Financings, (H) shares of Common Stock issued
upon exercise of warrants issued in connection with the Additional Financings,
(I) shares of Common Stock issued upon conversion of the SOED Notes, or (J) any
Common Stock issued (1) upon exercise or conversion of any options or other
securities described in Schedule 4(c) (provided that such exercise or conversion
occurs in accordance with the terms thereof, without amendment or modification,
and that the applicable exercise or conversion price or ratio is described in
such schedule), (2) in connection with any grant of options, warrants or the
issuance of additional securities to employees, officers, directors or
consultants of the Company pursuant to a stock option plan or stock purchase
plan duly adopted by the Company's board of directors or in respect of the
issuance of Common Stock upon exercise of any such options or warrants, (3)
pursuant to a bona fide firm commitment underwritten public offering through any
investment banker (excluding any equity line) in an aggregate offering amount
greater than $5,000,000, or (4) in connection with a bona fide joint venture or
development agreement or strategic partnership or to an independent Person, the
primary purpose of which is not to raise equity capital.

      m. Reimbursement. If any Purchaser or any of its Affiliates or any
officer, director, partner, controlling Person, employee or agent of a Purchaser
or any of its Affiliates (a "RELATED PERSON") becomes involved in any capacity
in any Proceeding brought by or against any Person in connection with or as a
result of any misrepresentation, breach or inaccuracy of any representation,
warranty, covenant or agreement made by the Company in any Transaction
Documents, the Company will indemnify and hold harmless such Purchaser or
Related Person for its reasonable legal and other expenses (including the costs
of any investigation, preparation and travel) and for any Losses incurred in
connection therewith, as such expenses or Losses are incurred, excluding only
Losses that result directly from such Purchaser's or Related Person's gross
negligence or willful misconduct. The conduct of any Proceedings for which
indemnification is available under this paragraph shall be governed by Section 6
of the Registration Rights Agreements. The indemnification obligations of the
Company under this

                                       18


paragraph shall be in addition to any liability that the Company may otherwise
have and shall be binding upon and inure to the benefit of any successors,
assigns, heirs and personal representatives of the Purchasers and any such
Related Persons. The Company also agrees that neither the Purchasers nor any
Related Persons shall have any liability to the Company or any Person asserting
claims on behalf of or in right of the Company in connection with or as a result
of the transactions contemplated by the Transaction Documents, except to the
extent that any Losses incurred by the Company result from the gross negligence
or willful misconduct of the applicable Purchaser or Related Person in
connection with such transactions. If the Company breaches its obligations under
any Transaction Document, then, in addition to any other liabilities the Company
may have under any Transaction Document or applicable law, the Company shall pay
or reimburse the Purchasers on demand for all costs of collection and
enforcement (including reasonable attorneys fees and expenses). Without limiting
the generality of the foregoing, the Company specifically agrees to reimburse
the Purchasers on demand for all costs of enforcing the indemnification
obligations in this paragraph.

6. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

      The obligation of the Company hereunder to issue and sell Debentures and
Warrants to a Purchaser at the Closing hereunder is subject to the satisfaction,
at or before the Closing Date, of each of the following conditions thereto;
provided, however, that these conditions are for the Company's sole benefit and
may be waived by the Company at any time in its sole discretion.

      a. The applicable Purchaser shall have executed the signature page to this
Agreement and the Registration Rights Agreements, and delivered the same to the
Company.

      b. The applicable Purchaser shall have delivered such Purchaser's
Investment Amount in accordance with Section 2(b) above.

      c. The representations and warranties of the applicable 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 speak as of a specific date, which representations and
warranties shall be true and correct as of such date), and the applicable
Purchaser shall have performed, satisfied and complied in all material respects
with the covenants, agreements and conditions required by this Agreement to be
performed, satisfied or complied with by the applicable Purchaser at or prior to
the Closing Date.

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

                                       19


7. CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE DEBENTURES AND
   WARRANTS.

      The obligation of each Purchaser hereunder to purchase Debentures and
Warrants to be purchased by it hereunder is subject to the satisfaction, at or
before the Closing Date, of each of the following conditions, provided, however,
that these conditions are for such Purchaser's sole benefit and may be waived by
such Purchaser at any time in such Purchaser's sole discretion:

      a. The Company shall have executed the signature pages to this Agreement
and the Registration Rights Agreements, and delivered the same to the Purchaser.

      b. The Company shall have delivered to the Purchaser duly executed
certificates representing the duly executed Debentures and duly executed
Warrants as provided in Section 2(b) above.

      c. The representations and warranties of the Company shall be true and
correct in all material respects as of the date when made and as of the Closing
Date as though made at that time (except for representations and warranties that
speak as of a specific date, which representations and warranties shall be true
and correct as of such date) and the Company shall have performed, satisfied and
complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the
Company at or prior to the Closing Date. The Purchaser shall have received a
certificate, executed on behalf of the Company by its Chief Executive Officer or
Chief Financial Officer, dated as of the Closing Date, attaching true and
correct copies of the resolutions adopted by the Company's Board of Directors
authorizing the execution, delivery and performance by the Company of its
obligations under this Agreement and the Related Agreements.

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

      e. From the date of this Agreement through the Closing Date, there shall
not have occurred any Material Adverse Effect.

      f. The Purchasers shall have received an opinion of the Company's counsel,
dated as of the Closing Date, relating to the matters set forth in Exhibit E
attached hereto.

      g. The Company's acquisitions of VIS shall have gone unconditional and the
Company's acquisition of SOED shall have closed, each contemporaneously with the
Closing of the transactions contemplated by this Agreement.

      h. The Company shall have entered into a Custodial Agreement with Feldman
Weinstein LLP (the "CUSTODIAN") in the form attached hereto as Exhibit F (the
"CUSTODIAL

                                       20


AGREEMENT") pursuant to which the Custodian shall hold certain funds for the
benefit of the Purchasers and documents described therein.

8. GOVERNING LAW MISCELLANEOUS.

      a. Governing Law; Venue; Waiver Of Jury Trail. ALL QUESTIONS CONCERNING
THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK. THE COMPANY AND PURCHASERS HEREBY IRREVOCABLY SUBMIT TO
THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY
OF NEW YORK, BOROUGH OF MANHATTAN FOR THE ADJUDICATION OF ANY DISPUTE BROUGHT BY
THE COMPANY OR ANY PURCHASER HEREUNDER, IN CONNECTION HEREWITH OR WITH ANY
TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO
THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY
WAIVE, AND AGREE NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY THE
COMPANY OR ANY PURCHASER, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE
JURISDICTION OF ANY SUCH COURT, OR THAT SUCH SUIT, ACTION OR PROCEEDING IS
IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND
CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY
MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY
(WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES
TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD
AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN
SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER
PERMITTED BY LAW. THE COMPANY AND PURCHASERS HEREBY WAIVE ALL RIGHTS TO A TRIAL
BY JURY.

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

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

      d. Severability. If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement or the
validity or enforceability of this Agreement in any other jurisdiction.

                                       21


      e. Entire Agreement; Amendments; Waiver. This Agreement and the
instruments referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except as
specifically set forth herein or therein, neither the Company nor the Purchasers
make any representation, warranty, covenant or undertaking with respect to such
matters. No provision of this Agreement may be waived or amended other than by
an instrument in writing signed by the Company and, by the Purchasers as
provided in Section 8(m) hereof. Notwithstanding the preceding sentence, the
parties hereto recognize that certain amendments may be requested by the Nasdaq
Trading and Market Services in order that the Conversion Shares and Warrant
Shares issued hereunder be accepted for listing on The Nasdaq Stock Market and
agree that approval for such amendments shall be given. Any waiver by the
Purchasers, on the one hand, or the Company, on the other hand, of a breach of
any provision of this Agreement shall not operate as or be construed to be a
waiver of any other breach of such provision of or any breach of any other
provision of this Agreement. The failure of the Purchasers, on the one hand, or
the Company, on the other hand to insist upon strict adherence to any term of
this Agreement on one or more occasions shall not be considered a waiver or
deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement.

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

              If to the Company:

                    BAM! Entertainment, Inc.
                    333 West Santa Clara Street, Suite 716
                    San Jose, CA 95113
                    Telephone No.: (408) 298-7500
                    Facsimile No.: (408) 298-9600
                    Attention: Raymond Musci
                               President

              With a copy to:

                    Kirkpatrick & Lockhart LLP
                    10100 Santa Monica Blvd, 7th Floor
                    Los Angeles, California 90067
                    Telephone (310) 552-5000
                    Fax (310) 552-5001
                    Attention: Thomas Poletti, Esq.

If to the Purchaser, to the address set forth under the Purchaser's name on the
Execution Page hereto executed by such Purchaser.

                                       22


Each party hereto may from time to time change its address or facsimile number
for notices under this Section 8(f) by giving at least ten (10) days' prior
written notice of such changed address or facsimile number, in the case of the
Purchasers to the Company, and in the case of the Company to all of the
Purchasers.

      g. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties and their successors and permitted assigns. The
Company may not assign this Agreement or any rights or obligations hereunder
without the prior written consent of the Purchasers. Any Purchaser may assign
its rights under this Agreement to any Person to whom such Purchaser assigns or
transfers any Securities, provided such transferee agrees in writing to be
bound, with respect to the transferred Securities, by the provisions hereof that
apply to the "Purchasers." Notwithstanding anything to the contrary herein,
Securities may be assigned to any Person in connection with a bona fide margin
account or other loan or financing arrangement secured by such Securities.

      h. Third Party Beneficiaries. This Agreement is intended for the benefit
of the parties hereto and their respective successors and permitted assigns and
is not for the benefit of, nor may any provision hereof be enforced by, any
other Person, except that each Related Person is an intended third party
beneficiary and (in each case) may enforce the indemnity provisions directly
against the parties with obligations thereunder.

      i. Survival. The representations and warranties of the Company and the
agreements and covenants of the Company shall survive the Closing
notwithstanding any due diligence investigation conducted by or on behalf of the
Purchasers. Moreover, none of the representations and warranties made by the
Company herein shall act as a waiver of any rights or remedies a Purchaser may
have under applicable federal or state securities laws.

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

      k. Termination. In the event that the Closing Date shall not have occurred
on or before May 24, 2004, unless the parties agree otherwise, this Agreement
shall terminate at the close of business on such date. Notwithstanding any
termination of this Agreement, any party not in breach of this Agreement shall
preserve all rights and remedies it may have against another party hereto for a
breach of this Agreement prior to or relating to the termination hereof.

      l. Joint Participation in Drafting. Each party to this Agreement has
participated in the negotiation and drafting of this Agreement, the Registration
Rights Agreements and the Warrants. As such, the language used herein and
therein shall be deemed to be the language chosen by the parties hereto to
express their mutual intent, and no rule of strict construction will be applied
against any party to this Agreement, the Registration Rights Agreements or the
Warrants.

                                       23


      m. Determinations. All consents, approvals and other determinations to be
made by the Purchasers pursuant to this Agreement and all waivers and amendments
to or of any provisions in this Agreement prior to the Closing Date to be
binding upon a Purchaser shall be made by such Purchaser and except as otherwise
expressly provided herein, all consents, approvals and other determinations to
be made by the Purchasers pursuant to this Agreement and all waivers and
amendments to or of any provisions in this Agreement after the Closing Date
shall be made by Purchasers that have invested more than fifty-one percent (51%)
of the aggregate Investment Amounts invested by all Purchasers.

      n. Fees and Expenses. At Closing, the Company shall pay to Vertical
Ventures, LLC an aggregate of $35,000 ($20,000 of which has already been
received) for their legal fees and expenses incurred in connection with the
preparation and negotiation of the Transaction Documents. In lieu of the $15,000
payment, Vertical Ventures, LLC may retain such amount at the Closing. Except as
expressly set forth in the Transaction Documents to the contrary, each party
shall pay the fees and expenses of its advisers, counsel, accountants and other
experts, if any, and all other expenses incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of this Agreement.
The Company shall pay all transfer agent fees, stamp taxes and other taxes and
duties levied in connection with the issuance of the Securities.

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

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

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

                                       24


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

      s. Adjustments in Share Numbers and Prices. In the event of any stock
split, subdivision, dividend or distribution payable in shares of Common Stock
(or other securities or rights convertible into, or entitling the holder thereof
to receive directly or indirectly shares of Common Stock), combination or other
similar recapitalization or event occurring after the date hereof, each
reference in any Transaction Document to a number of shares or a price per share
shall be amended to appropriately account for such event.

      t. Independent Nature of Purchasers' Obligations and Rights. The
obligations of each Purchaser under any Transaction Document are several and not
joint with the obligations of any other Purchaser, and no Purchaser shall be
responsible in any way for the performance of the obligations of any other
Purchaser under any Transaction Document. The decision of each Purchaser to
purchase Shares pursuant to this Agreement has been made by such Purchaser
independently of any other Purchaser 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 the Subsidiary which may have been
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 other Purchaser (or any other Person) relating to or arising
from any such information, materials, statements or opinions. Nothing contained
herein or in any Transaction Document, and no action taken by any Purchaser
pursuant thereto, shall be deemed to constitute the Purchasers as a partnership,
an association, a joint venture or any other kind of entity, or create a
presumption that the Purchasers are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by the
Transaction Document. Each Purchaser acknowledges that no other Purchaser has
acted as agent for such Purchaser in connection with making its investment
hereunder and that no other Purchaser will be acting as agent of such Purchaser
in connection with monitoring its investment hereunder. 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 Purchasers to
be joined as an additional party in any proceeding for such purpose.

      u. Usury. To the extent it may lawfully do so, the Company hereby agrees
not to insist upon or plead or in any manner whatsoever claim, and will resist
any and all efforts to be compelled to take the benefit or advantage of, usury
laws wherever enacted, now or at any time hereafter in force, in connection with
any claim, action or proceeding that may be brought by any

                                       25


Purchaser in order to enforce any right or remedy under any Transaction
Document. Notwithstanding any provision to the contrary contained in any
Transaction Document, it is expressly agreed and provided that the total
liability of the Company under the Transaction Documents for payments in the
nature of interest shall not exceed the maximum lawful rate authorized under
applicable law (the "MAXIMUM RATE"), and, without limiting the foregoing, in no
event shall any rate of interest or default interest, or both of them, when
aggregated with any other sums in the nature of interest that the Company may be
obligated to pay under the Transaction Documents exceed such Maximum Rate. It is
agreed that if the maximum contract rate of interest allowed by law and
applicable to the Transaction Documents is increased or decreased by statute or
any official governmental action subsequent to the date hereof, the new maximum
contract rate of interest allowed by law will be the Maximum Rate applicable to
the Transaction Documents from the effective date forward, unless such
application is precluded by applicable law. If under any circumstances
whatsoever, interest in excess of the Maximum Rate is paid by the Company to any
Purchaser with respect to indebtedness evidenced by the Transaction Documents,
such excess shall be applied by such Purchaser to the unpaid principal balance
of any such indebtedness or be refunded to the Company, the manner of handling
such excess to be at such Purchaser's election.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       26


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

                                              COMPANY:

                                              BAM! ENTERTAINMENT, INC.

                                              By: /s/ Stephen Ambler
                                                  ------------------------------
                                              Name: Stephen Ambler
                                              Title: CFO / VP Finance

                                       27


                                   [SECURED CONVERTIBLE DEBENTURES AND WARRANTS]

                      [PURCHASER SIGNATURE PAGES SPA BFUNC]

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

                  PURCHASERS SIGNATURE PAGE BFUNC (CONT. . . )

Name of Investing Entity: Omicron Master Trust
By: Omicron Capital L.P., as advisor
By: Omicron Capital Inc., its general partner
Signature of Authorized Signatory of Investing Entity: /s/ Bruce Bernstein
                                                       -------------------------
Name of Authorized Signatory: Bruce Bernstein
Title of Authorized Signatory: Managing Partner
Email Address of Authorized Entity: bb@omicroncapital.com

Subscription Amount:  2,000,000
Warrant Shares:

Address for Notice of Investing Entity:     810 7th Ave 39th Fl
                                            NY, NY 10019
                                            212-803-5263
                                    Fax     212-803-5269

Address for Delivery of Securities for Investing Entity (if not same as above):

                                       28


                      [PURCHASER SIGNATURE PAGES SPA BFUNC]

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

                  PURCHASERS SIGNATURE PAGE BFUNC (CONT. . . )

Name of Investing Entity: Vertical Ventures, LLC
Signature of Authorized Signatory of Investing Entity: /s/ Joshua Silverman
                                                       -------------------------
Name of Authorized Signatory: Joshua Silverman
Title of Authorized Signatory: Partner
Email Address of Authorized Entity: jsilverman@verticalv.com

Subscription Amount:  $500,000
Warrant Shares:

Address for Notice of Investing Entity:      641 Lexington Avenue, 26th Fl
                                             NY, NY 10022

Address for Delivery of Securities for Investing Entity (if not same as above):

                                       28


                      [PURCHASER SIGNATURE PAGES SPA BFUNC]

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

                  PURCHASERS SIGNATURE PAGE BFUNC (CONT. . . )

Name of Investing Entity: Iroquois Capital LP
Signature of Authorized Signatory of Investing Entity: /s/ Joshua Silverman
                                                       -------------------------
Name of Authorized Signatory: Joshua Silverman
Title of Authorized Signatory: Partner
Email Address of Authorized Entity: ____________________________________________

Subscription Amount:  $1,000,000
Warrant Shares:

Address for Notice of Investing Entity:       641 Lexington Avenue, 26th Fl
                                              NY, NY 10022

Address for Delivery of Securities for Investing Entity (if not same as above):

                                       28


                      [PURCHASER SIGNATURE PAGES SPA BFUNC]

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

                  PURCHASERS SIGNATURE PAGE BFUNC (CONT. . . )

Name of Investing Entity: Cranshire Capital LP
Signature of Authorized Signatory of Investing Entity: /s/ Keith Goodman
                                                       -------------------------
Name of Authorized Signatory: Keith Goodman
Title of Authorized Signatory: CFO - Downsview Capital, Inc.- The General
                               Partner
Email Address of Authorized Entity: mkopin@cranshirecapital.com
                                    kgoodman@cranshirecapital.com

Subscription Amount:  750,000
Warrant Shares:

Address for Notice of Investing Entity:      666 Dondee Road, Ste 1901
                                             Northbrook, IL 60062

Address for Delivery of Securities for Investing Entity (if not same as above):

                                       28


                                  SCHEDULE 4(a)

                                  SUBSIDIARIES

Bam Entertainment Limited

Bam Studios (Europe) Limited



            SCHEDULE 4c

                                                               
AUTHORIZED STOCK:
Common Stock                                                      100,000,000 shares at $0.001 par value
Redeemable Convertible Preferred Stock                             10,000,000 shares at $0.001 par value

ISSUED AND OUTSTANDING STOCK:
Common Stock                                                       20,410,984 shares         (see below)
Redeemable Convertible Preferred Stock                                      0 shares

STOCK OPTION PLAN
Number of shares reserved for issuance (2 plans)                    5,000,000 shares
Number of shares issued under plan                                    309,876 shares
Number of options outstanding                                       3,293,778 shares         (see below)

OPTIONS GRANTED OUTSIDE OF PLAN
Number of options outstanding                                         250,000 shares         (see below)

EMPLOYEE SHARE PURCHASE PLAN
Number of shares reserved for issuance                                705,000 shares
Number of shares issued under plan                                     31,752 shares

WARRANTS
Number of warrants outstanding                                      5,921,029 shares         (see below)

ADDITIONAL INVESTMENT RIGHTS (rights to buy shares
at 92 cents per share - Right ends 45 days on June
25 2004)

Cranshire Capital                                                      529520 shares
Omicron Master Trust                                                   317712 shares
Vertical Ventures                                                      529520 shares
Truk International Funds                                                 5846 shares
Truk Opportunity Funds                                                  29229 shares
AS Capital Ptns                                                        158856 shares
Basso Equity Opportunity Holdings                                       97432 shares
SRG Capital                                                            158856 shares
Crescent International                                                 428699 shares
Bristol Investment Fund                                                211808 shares

WARRANTS ISSUABLE UPON EXERCISE OF ABOVE
ADDITIONAL INVESTMENT RIGHTS (at greater of $1.40
and market price)                                                         For

Cranshire Capital                                                     317,712 shares
Omicron Master Trust                                                  190,627 shares
Vertical Ventures                                                     317,712 shares
Truk International Funds                                                3,508 shares
Truk Opportunity Funds                                                 17,538 shares
AS Capital Ptns                                                        95,313 shares
Basso Equity Opportunity Holdings                                      58,459 shares
SRG Capital                                                            95,313 shares
Crescent International                                                257,220 shares
Bristol Investment Fund                                               127,085 shares

CONVERTIBLE NOTE ($1.5m Note converible into
Common  Stock at a conversion price of $1.28)
per share)

Laurus Master Fund                                                  1,171,875 shares         (includes anti dilution rights)

AGREEMENTS THAT REQUIRE A REGISTRATION STATEMENT
TO BE FILED (that has not yet been filed)

Southpaw warrants                                                     200,000 shares
Plus any warrants issued in connection with above
additional investment rights



                                   Page 1 of 4


                                   Page 2 of 4



                SCHEDULE 4c
                CAPITALIZATION TABLE



                                         SHARES
    NAME                                  OWNED        WARRANTS        OPTIONS          TOTAL
                                        14-MAY-04      14-MAY-04      14-MAY-04
                                                                          
Aardman                                                   35,000                         35,000
AIG DKR                                    85,831        136,776                        222,607
Ambler Stephen                              5,212                       382,906         388,118
AR Williams Settlement                  2,205,361                                     2,205,361
AS Capital Ptrs                           163,044         97,826                        260,870
Basso                                     157,042         60,000                        217,042
Baumann Scott                                                            13,000          13,000
Bellinghausen Sylvia                          303                        12,875          13,178
Bermeister Kevin                           89,576                                        89,576
Blakeway Paul                                                            17,760          17,760
Booth Joe                                     304                        81,300          81,604
Bosma Matthew                                                            10,500          10,500
Brassington David                                                        31,501          31,501
Bristol                                   217,391        130,435                        347,826
Brous Ellen                                               30,000                         30,000
Cairns Robin                                3,182                        19,683          22,865
Cranshire                                                326,087                        326,087
Crescent                                  440,000        736,760                      1,176,760
Daly Robert                                                              20,000          20,000
Dickson Clyde                                                            52,806          52,806
Dyne Mark                                  89,576                       309,600         399,176
Endo Aaron                                                               73,328          73,328
Europlay Capital                                         200,000                        200,000
Fielding Marcus                                                          27,463          27,463
Franchise Films                            68,738                                        68,738
Grappone Steve                                                           35,475          35,475
Grunewald Brendon                                                       200,000         200,000
HD Brous                                                 202,813                        202,813
JAS                                                       76,040                         76,040
King Robert                                               10,000                         10,000
Kirkpatrick & Lockhart                      5,212         47,000                         52,212
Laurus Master Funds                                      166,667                        166,667
Legris Yves                                                             444,167         444,167
Lloyd Robert                               45,825                                        45,825
Lucich Chris                                                              7,500           7,500
Mackie Lucy                                                               6,500           6,500
Merchant John                                                            12,478          12,478
Morgan Keegan                                             16,450                         16,450
Musci Raymond                           3,109,964                       416,978       3,526,942
Nojadera Lynnie                             1,371                        34,063          35,434
Oishi Hideo                                                              29,375          29,375
Omicron                                                  195,652                        195,652
OTAPE                                                    427,428                        427,428
Partida Kathy                                 986                        33,450          34,436
Posner Steve                                              81,865                         81,865
Scheinrock Jeff                                                         200,000         200,000
Selected Ventures LLC                     137,474                                       137,474
Simpson Barry                                                            22,387          22,387
Smithfield                                               337,685                        337,685
Southpaw                                                 200,000                        200,000
Spyglass                                                 470,000                        470,000
SRG                                                       97,826                         97,826
Stolar, Bernie                                                          250,000         250,000 (250,000 options outside of plan)
Sundheim George                                                          57,600          57,600
Tejada Dianne                                                             5,000           5,000
Time                                                     100,000                        100,000
Transcap                                                 100,000                        100,000
Truk International                          6,000         23,251                         29,251
Truk Opportunity                           64,954         29,808                         94,762


                                   Page 3 of 4





                                                 SHARES
    NAME                                          OWNED        WARRANTS        OPTIONS          TOTAL
                                                14-MAY-04      14-MAY-04      14-MAY-04
                                                                                 
Tsele Magnolia                                                                   29,880          29,880
Valencia Phoenix                                                                 11,500          11,500
Veritical Ventures                                543,478      1,463,711                      2,007,189
VIS                                                               10,000                         10,000
Westpark Capital                                                 111,949                        111,949
Williams Anthony G                                 35,000                       238,800         273,800
Williams Anthony R                                109,519                       416,978         526,497
Young Susan                                                                      12,500          12,500
Zook Sherri                                           113                        26,425          26,538
Other (includes held in brokerage accounts)    12,825,528                                    12,825,528

TOTAL                                          20,410,984      5,921,029      3,543,778      29,875,791


                                   Page 4 of 4



                                  SCHEDULE 4(e)

                                  NO CONFLICTS

BAM! Entertainment, Inc., a Delaware corporation (the "Company"), currently does
not meet the required listing maintenance standards of The Nasdaq SmallCap
Market. On November 24, 2003, the Company received a notification letter from
The Nasdaq Stock Market that its common stock failed to meet these required
listing standards. The Company provided Nasdaq with a plan setting forth how it
expected to regain compliance with the required listing standards. On February
10, 2004, the Company received a staff determination letter of delisting from
Nasdaq, which provided that its plan was not accepted by Nasdaq and its common
stock would be delisted on February 19, 2004, pending the right to appeal
Nasdaq's decision. The Company requested an oral hearing before the Nasdaq
Listing Qualification Panel to appeal Nasdaq's determination to delist its
common stock, which under applicable rules, stays the delisting of its common
stock, pending a decision by the Nasdaq Panel. At a hearing on March 11, 2004,
the Company presented a plan, which required the completion of the VIS and SOED
acquisitions, to the Nasdaq Panel for achieving and sustaining compliance with
the required listing standards. On April 13, 2004, the Company received a letter
from the Nasdaq Panel which provided that it had been granted a temporary
exception to the required listing standards and the listing of its common stock
was continued until May 17, 2004.

On or before May 17, 2004, the Company was required to file its quarterly report
on Form 10-Q for the three months ended March 31, 2004, which was required to
include a balance sheet with pro forma adjustments evidencing the completion of
the VIS and SOED acquisitions and the private placement of its common stock in
connection therewith subsequent to March 31, 2004, resulting in a minimum of $18
million in stockholders' equity. On May 5, 2004, the Company received a
notification of additional concern from the Nasdaq Panel indicating that its
common stock was not in compliance with Nasdaq's minimum $1.00 bid price per
share requirement for continued listing on The Nasdaq SmallCap Market, and that
the Company must present a plan evidencing its ability to regain compliance with
the minimum bid price requirement for at least ten consecutive days prior to
November 1, 2004. On May 10, 2004, the Company filed a Form NT 10-Q allowing it
to obtain a five-day extension through May 24, 2004 to file its Form 10-Q. As a
result of the completion of the VIS and SOED acquisitions, the Company's
stockholders' equity as of March 31, 2004 on a pro forma basis exceeded the
minimum stockholders' equity requirement of $2.5 million required by Nasdaq's
standards for continued listing on The Nasdaq SmallCap Market, but did not
exceed the $18 million requirement as set out in the April 13, 2004 letter.



                                  SCHEDULE 4(v)

                            RELATED PARTY TRANSACTION

Bam Entertainment Inc entered into a consulting agreement with Europlay Capital
Advisors, LLC in November 2003.

Mark Dyne, a manager and member of Europlay Capital Advisors, LLC, has served on
BAM'S Board of Directors since July 2000

Anthony R Williams, a director and vice president of the Company, loaned the
Company $250,000 in August 2003. The loan, which bears interest at 6%, was
repayable on April 30, 2004, but has yet to be repaid.