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By-laws - ARCTURUS VENTURES INC - 10-19-2000

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By-laws - ARCTURUS VENTURES INC - 10-19-2000 Powered By Docstoc
					BY-LAWS ARCTURUS VENTURES, INC. ARTICLE I SHARES 1. Every stockholder of record shall be entitled to a stock certificate representing the shares owned by him, but a stock certificate shall not be issued to any stockholder until the shares represented thereby have been fully paid. No note or obligation given by a stockholder, whether secured by pledge or otherwise, shall be considered as payment in whole or in part, of any shares. 2. Share certificates of the corporation shall be in such form as the Board of Directors may from time to time determine. Stock certificates shall be issued to each holder of fully-paid shares, in numerical order, from the stock certificate books, signed by the President or Vice-President, countersigned by the Secretary or Treasurer, and sealed with the corporate seal. Facsimile signatures may be used as permitted by law. Share certificates restricted as to transfer or resale shall bear an appropriate restriction legend. A record of each certificate issued shall be kept on the stub thereof. 3. Transfers of shares shall be made only upon the books of the corporation and, before a new certificate is issued, the old certificate must be surrendered for cancellation. The corporation shall not be bound by any restrictions on the transferability of shares imposed by any agreement to which it is not a party unless both written notice of such agreement or restriction is given to the Secretary and notice of such agreement or restriction has been put upon the stock certificate(s) so restricted. No transfer shall be made where such transfer is restricted by law or governmental regulation. The corporation shall be entitled to delay or refuse only transfer pending adequate proof of entitlement to transfer. 4. In case a stock certificate is lost or destroyed, the claimant thereof shall make an affirmation or affidavit of the fact and advertise the same in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in form and amount acceptable to the Board, and with one or more sureties satisfactory to the Board and upon satisfactory proof being produced to the Board of Directors of such loss or destruction, a anew certificate may be issued of the same tenor and for 1

the same number of shares as the one alleged to be lost or destroyed, but always subject to the approval of the Board of Directors. 5. The holder of record of any share or shares shall be entitled to be treated by the corporation as the holder in fact thereof, and the corporation accordingly shall not be bound to recognize any equitable claim to, or interest in, such share on the part of any other person, whether or not the corporation shall have express or other notice thereof, save as expressly provided by applicable laws. 6. A stockholder shall not be personally liable for any debt or liability of the corporation, except as may be imposed by law. 7. The treasury stock of the corporation shall consist of such issued and outstanding shares of the corporation as may be donated to the corporation or otherwise acquired, and shall be held subject to disposal by the Board of Directors. Such shares shall neither vote nor participate in dividends while held by the corporation. ARTICLE II MEETINGS OF STOCKHOLDERS 1. The annual meeting of the stockholders of this corporation shall be held at such place either within or without the State of Nevada, on such date, and at such time, as may be designated by the Board of Directors. Failure to hold an annual meeting at the designated time shall not work any forfeiture or dissolution of the corporation.

the same number of shares as the one alleged to be lost or destroyed, but always subject to the approval of the Board of Directors. 5. The holder of record of any share or shares shall be entitled to be treated by the corporation as the holder in fact thereof, and the corporation accordingly shall not be bound to recognize any equitable claim to, or interest in, such share on the part of any other person, whether or not the corporation shall have express or other notice thereof, save as expressly provided by applicable laws. 6. A stockholder shall not be personally liable for any debt or liability of the corporation, except as may be imposed by law. 7. The treasury stock of the corporation shall consist of such issued and outstanding shares of the corporation as may be donated to the corporation or otherwise acquired, and shall be held subject to disposal by the Board of Directors. Such shares shall neither vote nor participate in dividends while held by the corporation. ARTICLE II MEETINGS OF STOCKHOLDERS 1. The annual meeting of the stockholders of this corporation shall be held at such place either within or without the State of Nevada, on such date, and at such time, as may be designated by the Board of Directors. Failure to hold an annual meeting at the designated time shall not work any forfeiture or dissolution of the corporation. 2. Special meetings of the stockholders may be called to be held at the registered office of the corporation, or at such other place designated in the call, at any time, (a) by the President or (b) by resolution of the Board of Directors, or (c) upon written request of the stockholders holding a majority of the outstanding shares having voting rights. Upon written request of the stockholder or stockholders entitled to call a special meeting, the Secretary shall give notice of such special meeting, to be held at such time as the Secretary my fix, not less than ten (10) nor more than sixty (60) days after the receipt of such request. Upon neglect or refusal of the Secretary to issue such call the person or persons making the request may do so. 2

3. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of share or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. If no record date is fixed: (a) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, on which the meeting is held. (b) The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed. (c) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. (d) A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

3. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of share or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. If no record date is fixed: (a) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, on which the meeting is held. (b) The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed. (c) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. (d) A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. 4. At least ten days before each meeting of stockholders, the officer having charge of the transfer books for shares shall make a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, with the address of and the number of shares held by each, which list shall be kept on file at the principal office of the corporation and shall be subject to inspection by any stockholder at any time during usual business hours. Such list shall be produced and kept open at the time and place of meeting, subject tot he inspection of any stockholders during the whole 3

time of the meeting. The preparation of such list may be dispensed with by oral or written agreement of all stockholders. 5. Except as herein otherwise provided, notice of meeting, written or printed for every regular or special meeting of the stockholders, shall be prepared and mailed to the last known post office address of each stockholder having voting rights, not less than five days before any such meeting, and if for a special meeting, such notice shall also state the object or objects thereof. No failure of or irregularity in notice of any regular meeting shall invalidate such meeting or any proceeding thereat. Notice of a meeting may be waived by written waiver signed by persons entitled to vote. Attendance at a meeting shall constitute waiver of notice of place, date, time and purpose. 6. A quorum at any meeting of the stockholders shall consist of a majority of the voting shares of the corporation, represented in person or by proxy. A majority of such quorum shall decide any question that may come before the meeting unless such question is by statute required to be decided by a majority of the outstanding shares or otherwise. 7. At any meeting duly called and held for the election of directors at which a quorum is present, directors shall be elected by a plurality of the votes cast by the holders (acting as such) of shares of stock of the corporation entitled to elect such directors. 8. Removal of directors. Notwithstanding any other provisions of the Certificate of Incorporation or the By-Laws of the corporation (and notwithstanding the fact that some lesser percentage may be specified by law, the Certificate of Incorporation or the By-laws of the corporation), any director or the entire board of Directors of the corporation may be removed at any time, for cause or without cause, by the affirmative vote of the holders of

time of the meeting. The preparation of such list may be dispensed with by oral or written agreement of all stockholders. 5. Except as herein otherwise provided, notice of meeting, written or printed for every regular or special meeting of the stockholders, shall be prepared and mailed to the last known post office address of each stockholder having voting rights, not less than five days before any such meeting, and if for a special meeting, such notice shall also state the object or objects thereof. No failure of or irregularity in notice of any regular meeting shall invalidate such meeting or any proceeding thereat. Notice of a meeting may be waived by written waiver signed by persons entitled to vote. Attendance at a meeting shall constitute waiver of notice of place, date, time and purpose. 6. A quorum at any meeting of the stockholders shall consist of a majority of the voting shares of the corporation, represented in person or by proxy. A majority of such quorum shall decide any question that may come before the meeting unless such question is by statute required to be decided by a majority of the outstanding shares or otherwise. 7. At any meeting duly called and held for the election of directors at which a quorum is present, directors shall be elected by a plurality of the votes cast by the holders (acting as such) of shares of stock of the corporation entitled to elect such directors. 8. Removal of directors. Notwithstanding any other provisions of the Certificate of Incorporation or the By-Laws of the corporation (and notwithstanding the fact that some lesser percentage may be specified by law, the Certificate of Incorporation or the By-laws of the corporation), any director or the entire board of Directors of the corporation may be removed at any time, for cause or without cause, by the affirmative vote of the holders of a majority of the outstanding shares of capital stock of the corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the stockholders called for that purpose. 9. The order of business at the annual meeting and, as far as possible, at all other meetings of the stockholders, shall be: (a) Call to order 4

(b) Proof of due notice of meeting (c) Call of roll, filing of proxies, and determination of a quorum (d) Reading and disposal of any unapproved minutes (e) Unfinished business (f) Amendments of Articles of Incorporation or By-laws (g) Fixing the number of directors and election of directors (h) Reports of officers and committees (i) New business (j) Adjournment Any agenda item may be waived. Robert's Rules of Order shall determine any question or dispute regarding procedure. Business transacted at all special meetings shall be confined to the objects stated in the call and matters germane thereto, unless all stockholders entitled to vote are present and consent. 10. Stockholders shall have the right to be represented and vote by proxy at any meeting of stockholders. Proxies shall be filed with the Secretary prior to the meeting and failure to do so file shall preclude exercise thereof by the proxy holder at such meeting. 11. Any action which may be taken at a meeting of stockholders may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by a majority of the stockholders who would be entitled to vote at a meeting or such lesser percentage of shares as shall be set by the Articles, and the consent shall be filed with the Secretary of the corporation.

(b) Proof of due notice of meeting (c) Call of roll, filing of proxies, and determination of a quorum (d) Reading and disposal of any unapproved minutes (e) Unfinished business (f) Amendments of Articles of Incorporation or By-laws (g) Fixing the number of directors and election of directors (h) Reports of officers and committees (i) New business (j) Adjournment Any agenda item may be waived. Robert's Rules of Order shall determine any question or dispute regarding procedure. Business transacted at all special meetings shall be confined to the objects stated in the call and matters germane thereto, unless all stockholders entitled to vote are present and consent. 10. Stockholders shall have the right to be represented and vote by proxy at any meeting of stockholders. Proxies shall be filed with the Secretary prior to the meeting and failure to do so file shall preclude exercise thereof by the proxy holder at such meeting. 11. Any action which may be taken at a meeting of stockholders may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by a majority of the stockholders who would be entitled to vote at a meeting or such lesser percentage of shares as shall be set by the Articles, and the consent shall be filed with the Secretary of the corporation. 5

ARTICLE III DIRECTORS 1. The business and property of the shall be managed by a Board of one or more Directors, who shall be natural persons of full age, and who shall be elected annually be the stockholders having voting rights, for the term of one year, and shall serve until the election and acceptance of their duly qualified successors. In the event of any delay in holding, or adjournment of, or failure to hold an annual meeting, the terms of the sitting directors shall be automatically continued indefinitely until their successors shall be duly elected and qualified. Directors need not be stockholders. Any vacancies, including vacancies resulting from an increase in the number of directors, may be filled by the Board of Directors, though less than a quorum for the unexpired term. The Board of Directors shall have full power, and it is hereby expressly authorized, to increase or decrease the number of directors from time to time without requiring a vote of the stockholders. 2. The annual meeting of the Board of Directors shall be held at the offices of the corporation within thirty (30) days following the annual meeting of stockholders. At such meeting, the Board may elect a Chairman of the Board (who shall thereafter chair meetings of the Board), a Secretary (who shall thereafter keep the minutes of the meetings of the Board), and such other officials as the Board may deem desirable. 3. Special meetings of the Board of Directors, may be called at any time by the President, or by a majority of the members of the Board, and may be held at any time and place, either within or without the State of Nevada, either with notice as provided in Section 4 or without if by written consent of all the absent members any by the presence of all other members at such meeting. 4. Notice of special meetings shall be given by any means of communication by the Secretary to each member of the Board not less than twenty-four (24) hours before any such meeting, and notice of such special meetings shall include a general statement of the purposes thereof. Notice of such meetings may be waived by written waiver. 5. A quorum at any meeting shall consist of a majority of the entire membership of the Board. A majority of such quorum shall decide any question that may come

ARTICLE III DIRECTORS 1. The business and property of the shall be managed by a Board of one or more Directors, who shall be natural persons of full age, and who shall be elected annually be the stockholders having voting rights, for the term of one year, and shall serve until the election and acceptance of their duly qualified successors. In the event of any delay in holding, or adjournment of, or failure to hold an annual meeting, the terms of the sitting directors shall be automatically continued indefinitely until their successors shall be duly elected and qualified. Directors need not be stockholders. Any vacancies, including vacancies resulting from an increase in the number of directors, may be filled by the Board of Directors, though less than a quorum for the unexpired term. The Board of Directors shall have full power, and it is hereby expressly authorized, to increase or decrease the number of directors from time to time without requiring a vote of the stockholders. 2. The annual meeting of the Board of Directors shall be held at the offices of the corporation within thirty (30) days following the annual meeting of stockholders. At such meeting, the Board may elect a Chairman of the Board (who shall thereafter chair meetings of the Board), a Secretary (who shall thereafter keep the minutes of the meetings of the Board), and such other officials as the Board may deem desirable. 3. Special meetings of the Board of Directors, may be called at any time by the President, or by a majority of the members of the Board, and may be held at any time and place, either within or without the State of Nevada, either with notice as provided in Section 4 or without if by written consent of all the absent members any by the presence of all other members at such meeting. 4. Notice of special meetings shall be given by any means of communication by the Secretary to each member of the Board not less than twenty-four (24) hours before any such meeting, and notice of such special meetings shall include a general statement of the purposes thereof. Notice of such meetings may be waived by written waiver. 5. A quorum at any meeting shall consist of a majority of the entire membership of the Board. A majority of such quorum shall decide any question that may come 6

before the meeting, unless otherwise provided by statute. 6. Executive Committee. The Board of Directors may, by resolution adopted by a majority of the whole Board, delegate not less than two of its number to constitute an Executive Committee which, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the business of the corporation. Written minutes shall be kept of all actions taken by the Executive Committee between intervals of the regular meetings of the Board of Directors, and these minutes must be reported at the next regular meeting of the Board. 7. Special Committees. The Board of Directors may, by specific resolution adopted by a majority of the whole Board, delegate not less than two of its number to constitute a special committee which, to the extent and scope provided in such resolution, shall have and exercise authority in such matters as the Board shall declare. Written minutes shall be kept of all actions taken by any such special committee between the intervals of the regular meetings of the Board of Directors, and those minutes must be reported at the next regular meeting of the Board. 8. One or more directors may participate in a meeting of the Board or of an Executive or other committee of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. 9. Any action which may be taken at a meeting of the Board or of any committee thereof may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors who would be entitled to vote at a meeting for such purposes and shall be filed with the Secretary of the Corporation. 10. Officers of the corporation, including the President, shall be elected by ballot, by the Board of Directors, at its first meeting after the election of directors each year. If any office becomes vacant, including the office of the

before the meeting, unless otherwise provided by statute. 6. Executive Committee. The Board of Directors may, by resolution adopted by a majority of the whole Board, delegate not less than two of its number to constitute an Executive Committee which, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the business of the corporation. Written minutes shall be kept of all actions taken by the Executive Committee between intervals of the regular meetings of the Board of Directors, and these minutes must be reported at the next regular meeting of the Board. 7. Special Committees. The Board of Directors may, by specific resolution adopted by a majority of the whole Board, delegate not less than two of its number to constitute a special committee which, to the extent and scope provided in such resolution, shall have and exercise authority in such matters as the Board shall declare. Written minutes shall be kept of all actions taken by any such special committee between the intervals of the regular meetings of the Board of Directors, and those minutes must be reported at the next regular meeting of the Board. 8. One or more directors may participate in a meeting of the Board or of an Executive or other committee of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. 9. Any action which may be taken at a meeting of the Board or of any committee thereof may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors who would be entitled to vote at a meeting for such purposes and shall be filed with the Secretary of the Corporation. 10. Officers of the corporation, including the President, shall be elected by ballot, by the Board of Directors, at its first meeting after the election of directors each year. If any office becomes vacant, including the office of the President, during the year, the Board of Directors shall fill it for the unexpired term. The President need not be chosen from the Board of Directors. 11. The order of business at any regular or special meeting of the Board of 7

Directors shall be: (a) Call to order an call of roll (b) Reading and disposal of any unapproved minutes (c) Unfinished business (d) Reports of officers and committees (e) New business (f) Adjournment Any agenda item may be waived. Robert's Rules of Order shall determine any question or dispute regarding procedure. 12. Compensation. Directors as such, shall not receive any stated salary for their services, but by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board provided, that nothing herein contained shall be construed to preclude any director from servicing the corporation in any other capacity and receiving compensation therefor. ARTICLE IV OFFICERS

Directors shall be: (a) Call to order an call of roll (b) Reading and disposal of any unapproved minutes (c) Unfinished business (d) Reports of officers and committees (e) New business (f) Adjournment Any agenda item may be waived. Robert's Rules of Order shall determine any question or dispute regarding procedure. 12. Compensation. Directors as such, shall not receive any stated salary for their services, but by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board provided, that nothing herein contained shall be construed to preclude any director from servicing the corporation in any other capacity and receiving compensation therefor. ARTICLE IV OFFICERS 1. The officer of the corporation shall be a President, a Secretary and a Treasurer. In addition, there may be one or more Vice Presidents and such other officers, assistant officers, and agents as the Board of Directors may determine. All officers and agents shall be elected for the term of one year and shall hold office until their successors are elected and qualified. Any two or more offices may be held by the same person including the offices of President and Secretary. 8

2. The President shall be the chief executive officer of the corporation; shall preside at all meetings of the stockholders and directors; shall have general supervision of the affairs of the corporation; shall sign or countersign certificates, contracts, and other instruments of the corporation, as authorized by the Board of Directors; shall make reports to the directors and stockholders; and shall perform all such other duties as are incident to his office or are properly required of him by the Board of Directors. 3. The Secretary shall issue notices for all meetings; shall keep minutes, shall have charge of the seal and the books of the corporation; shall sign with the President of affix the seal to such instruments as require such signature or seal and attest to the signature of the President by affixation of the seal thereto; and shall make such reports and perform such other duties as are incident to his office, or are properly required of him by the Board of Directors. 4. The Treasurer shall have the custody of all monies and securities of the corporation and shall keep regular books of account. He shall sign or countersign such documents and instruments as required his signature, shall perform all duties incident to his office or that are properly required of him by the Board of Directors, and if required by the Board of Directors, shall give bond for the faithful performance of his duties in such sum and with such sureties as may be required by the Board of Directors. He shall have the sole and exclusive power, responsibility, and authority to determine the priority and order of payment of liabilities of this corporation, to calculate and pay all payrolls, to withhold all required taxes including federal, state, and local income taxes and F.I.C.A.. to regularly and timely deposit such withheld sums in the manner required by law or regulation, and to prepare, execute, and file, on a timely basis, all federal, state, and local tax reports and/or returns and to transmit therewith all sums due and owing. 6. All other officers, assistant officers, and agents shall perform such duties as may be required of them by the

2. The President shall be the chief executive officer of the corporation; shall preside at all meetings of the stockholders and directors; shall have general supervision of the affairs of the corporation; shall sign or countersign certificates, contracts, and other instruments of the corporation, as authorized by the Board of Directors; shall make reports to the directors and stockholders; and shall perform all such other duties as are incident to his office or are properly required of him by the Board of Directors. 3. The Secretary shall issue notices for all meetings; shall keep minutes, shall have charge of the seal and the books of the corporation; shall sign with the President of affix the seal to such instruments as require such signature or seal and attest to the signature of the President by affixation of the seal thereto; and shall make such reports and perform such other duties as are incident to his office, or are properly required of him by the Board of Directors. 4. The Treasurer shall have the custody of all monies and securities of the corporation and shall keep regular books of account. He shall sign or countersign such documents and instruments as required his signature, shall perform all duties incident to his office or that are properly required of him by the Board of Directors, and if required by the Board of Directors, shall give bond for the faithful performance of his duties in such sum and with such sureties as may be required by the Board of Directors. He shall have the sole and exclusive power, responsibility, and authority to determine the priority and order of payment of liabilities of this corporation, to calculate and pay all payrolls, to withhold all required taxes including federal, state, and local income taxes and F.I.C.A.. to regularly and timely deposit such withheld sums in the manner required by law or regulation, and to prepare, execute, and file, on a timely basis, all federal, state, and local tax reports and/or returns and to transmit therewith all sums due and owing. 6. All other officers, assistant officers, and agents shall perform such duties as may be required of them by the Board of Directors. All officers, assistant officers, and agents of the corporation shall be subject to removal by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person removed. Any vacancy occurring in any office of the corporation by death, resignation, 9

removal or otherwise shall be filled by the Board of Directors. 7. All officers, assistant officers, and agents of the Corporation shall be subject to removal by the Board of Directors whenever in its judgment the best interests of the Corporation will be serviced thereby, but such removal shall be without prejudice to the contract rights, if any, of the person removed. 8. Compensation. The Board of Directors shall have power to fix the compensation of all officers and assistant officers of the corporation. It may authorize any officer, upon whom the power of appointing subordinate officers may have been conferred, to fix the compensation of such subordinate officers. 9. Disallowed Compensation. Any payments made to an officer or employee of the corporation such as a salary, commission, bonus, interest, rent, travel or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer or employee to the corporation to the full extent of such disallowance. It shall be the duty of the directors, as a Board, to enforce payment of each such amount disallowed, In lieu of payment by the officer or employee, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the corporation has been recovered. 10. Resignations. Any director or other officer may resign at anytime, such resignation to be in writing, and to take effect from the time of its receipt by the corporation, unless some time be fixed in the resignation and then from that date. The acceptance of a resignation shall not be required to make it effective. ARTICLE V DIVIDENDS AND FINANCE 1. Dividends shall be declared as provided by law at such times as the Board of Directors shall direct, and no

removal or otherwise shall be filled by the Board of Directors. 7. All officers, assistant officers, and agents of the Corporation shall be subject to removal by the Board of Directors whenever in its judgment the best interests of the Corporation will be serviced thereby, but such removal shall be without prejudice to the contract rights, if any, of the person removed. 8. Compensation. The Board of Directors shall have power to fix the compensation of all officers and assistant officers of the corporation. It may authorize any officer, upon whom the power of appointing subordinate officers may have been conferred, to fix the compensation of such subordinate officers. 9. Disallowed Compensation. Any payments made to an officer or employee of the corporation such as a salary, commission, bonus, interest, rent, travel or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer or employee to the corporation to the full extent of such disallowance. It shall be the duty of the directors, as a Board, to enforce payment of each such amount disallowed, In lieu of payment by the officer or employee, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the corporation has been recovered. 10. Resignations. Any director or other officer may resign at anytime, such resignation to be in writing, and to take effect from the time of its receipt by the corporation, unless some time be fixed in the resignation and then from that date. The acceptance of a resignation shall not be required to make it effective. ARTICLE V DIVIDENDS AND FINANCE 1. Dividends shall be declared as provided by law at such times as the Board of Directors shall direct, and no dividend shall be declared that will impair the capital of the corporation. 10

2. The monies of the corporation shall be deposited in the name of the corporation, in such banks, savings and loan associations or trust companies as the Board of Directors shall designate, and shall be drawn out only by check or other negotiable instrument signed as directed by the Board of Directors. Funds in excess of current working capital needs may be invested in such certificates of deposit, mutual funds government securities, money market funds, and similar liquid investments. 3. Financial Reports. The officers of the corporation shall tender to the Board of Directors such financial reports of the condition of the corporation as may be required by the Board of Directors. The directors and officers shall be required to forward to the stockholders an annual financial report within one hundred eighty (180) days after the close of each fiscal year. No report of the financial condition of the corporation need be prepared or verified by a certified public accountant, unless directed to be so prepared by an order of the Board of Directors. 4. A fiscal year basis may be established for the operations of the corporation by the Board of Directors and may be changed, from time to time, as desirable to the extent permitted by applicable tax laws or regulations. 5. The Treasurer, with the approval of the President, may make charitable contributions out of the funds of the corporation for purposes permitted by law, without the consent of the stockholders or directors, to the extent that such contributions shall be deductible by the corporation for income tax purposes; provided, however, that full report of such contributions shall be made to the Board of Directors at its next meeting. ARTICLE VI SEAL 1. The corporate seal of the corporation shall consist of two concentric circles, between which is the name of the corporation, and in the circle shall be inscribed the words "Corporate Seal" together with the year of incorporation, and "Nevada", and such seal is impressed on the margin hereof and is hereby adopted as the corporate seal of the corporation.

2. The monies of the corporation shall be deposited in the name of the corporation, in such banks, savings and loan associations or trust companies as the Board of Directors shall designate, and shall be drawn out only by check or other negotiable instrument signed as directed by the Board of Directors. Funds in excess of current working capital needs may be invested in such certificates of deposit, mutual funds government securities, money market funds, and similar liquid investments. 3. Financial Reports. The officers of the corporation shall tender to the Board of Directors such financial reports of the condition of the corporation as may be required by the Board of Directors. The directors and officers shall be required to forward to the stockholders an annual financial report within one hundred eighty (180) days after the close of each fiscal year. No report of the financial condition of the corporation need be prepared or verified by a certified public accountant, unless directed to be so prepared by an order of the Board of Directors. 4. A fiscal year basis may be established for the operations of the corporation by the Board of Directors and may be changed, from time to time, as desirable to the extent permitted by applicable tax laws or regulations. 5. The Treasurer, with the approval of the President, may make charitable contributions out of the funds of the corporation for purposes permitted by law, without the consent of the stockholders or directors, to the extent that such contributions shall be deductible by the corporation for income tax purposes; provided, however, that full report of such contributions shall be made to the Board of Directors at its next meeting. ARTICLE VI SEAL 1. The corporate seal of the corporation shall consist of two concentric circles, between which is the name of the corporation, and in the circle shall be inscribed the words "Corporate Seal" together with the year of incorporation, and "Nevada", and such seal is impressed on the margin hereof and is hereby adopted as the corporate seal of the corporation. 11

ARTICLE VII CONFLICT OF INTEREST 1. No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for such reason, or solely because the director or officer is present at or participates in the meeting of the Board which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (a) The material facts as to his (their) interest and as to the contract or transaction are disclosed to or are known by the Board of Directors, and the Board, in good faith, authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors; or (b) The material facts as to his (their) relationship or interest and as to the contract or transaction are disclosed to or are known by the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (c) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors or the stockholders. 2. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes a contract or transaction specified in Section 1 of the Article. 3. This provision shall be in addition to, and not in limitation of, any applicable provisions of law validating contracts in situations involving interested directors, officers and stockholders. 12

ARTICLE VII CONFLICT OF INTEREST 1. No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for such reason, or solely because the director or officer is present at or participates in the meeting of the Board which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (a) The material facts as to his (their) interest and as to the contract or transaction are disclosed to or are known by the Board of Directors, and the Board, in good faith, authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors; or (b) The material facts as to his (their) relationship or interest and as to the contract or transaction are disclosed to or are known by the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (c) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors or the stockholders. 2. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes a contract or transaction specified in Section 1 of the Article. 3. This provision shall be in addition to, and not in limitation of, any applicable provisions of law validating contracts in situations involving interested directors, officers and stockholders. 12

ARTICLE VIII LIMITATION OF LIABILITY 1. No director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, that the foregoing clause shall not apply to any liability of a director for any action for which the General Corporation Law of the State of Nevada proscribes this limitation and then only to the extent that this limitation is specifically proscribed. 2. It is the intent that this Article be interpreted to provide the maximum protection against liability afforded to directors under the Nevada General Corporation Law as it may be amended from time to time. ARTICLE IX INDEMNIFICATION 1. The corporation shall, to the fullest extent permitted by applicable law as then in effect, indemnify each director, each officer and each other person who may have acted as a representative of the corporation at its request, and his heirs, executors, and administrators. Any such person shall be indemnified by the corporation against: (a) any costs and expenses, including counsel fees, reasonably incurred in connection with any civil, criminal, administrative or other claim, action, suit or proceeding, in which he may become involved or with which he may be threatened, by reason of his being or having been a director or officer of the corporation or by reason of his serving or having served any corporation, trust, committee, firm or other organization as director, officer, employee, trustee, member or otherwise at the request of this corporation, and (b) any payments in settlement of any such claim, suit, action, or proceeding or in satisfaction of any related judgment, fine, or penalty, except costs, expenses or payments in relation to any matter as to which he shall be finally adjudged derelict in the performance of his duties to the corporation, unless the corporation shall receive an opinion from independent counsel that such director, officer, or representative has not so been derelict. In the

ARTICLE VIII LIMITATION OF LIABILITY 1. No director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, that the foregoing clause shall not apply to any liability of a director for any action for which the General Corporation Law of the State of Nevada proscribes this limitation and then only to the extent that this limitation is specifically proscribed. 2. It is the intent that this Article be interpreted to provide the maximum protection against liability afforded to directors under the Nevada General Corporation Law as it may be amended from time to time. ARTICLE IX INDEMNIFICATION 1. The corporation shall, to the fullest extent permitted by applicable law as then in effect, indemnify each director, each officer and each other person who may have acted as a representative of the corporation at its request, and his heirs, executors, and administrators. Any such person shall be indemnified by the corporation against: (a) any costs and expenses, including counsel fees, reasonably incurred in connection with any civil, criminal, administrative or other claim, action, suit or proceeding, in which he may become involved or with which he may be threatened, by reason of his being or having been a director or officer of the corporation or by reason of his serving or having served any corporation, trust, committee, firm or other organization as director, officer, employee, trustee, member or otherwise at the request of this corporation, and (b) any payments in settlement of any such claim, suit, action, or proceeding or in satisfaction of any related judgment, fine, or penalty, except costs, expenses or payments in relation to any matter as to which he shall be finally adjudged derelict in the performance of his duties to the corporation, unless the corporation shall receive an opinion from independent counsel that such director, officer, or representative has not so been derelict. In the case of a criminal action, suit, or proceeding, a conviction 13

or judgment (whether after trial or based on a plea of guilty or nolo contendere or its equivalent) shall not be deemed an adjudication that the director, officer or representative was derelict in the performance of his duties to the corporation of he acted in good faith in what he considered to be the best interests of the corporation and with no reasonable cause to believe the action was illegal. The foregoing right of indemnification shall not be exclusive of other rights to which directors, officers and others may be entitled under the Certificate of Incorporation as a matter of law or otherwise. 2. It is the intent that this Article be interpreted to provide the maximum indemnification permitted under the Nevada General Corporation Law as it may be amended from time to time. 3. This corporation shall have the power to purchase and maintain insurance on behalf of any person who (1) is or was a director, officer, employee or agent of the corporation, or (2) is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability. ARTICLE X EMERGENCY BY-LAWS 1. Emergency Powers. During any emergency resulting from warlike damage, including civil disorder, or an attack on the United States or any nuclear or atomic disaster, the regular by-laws shall be suspended to the extent necessary under the circumstances and the Board of Directors may make any emergency by-law that may be practical or necessary for the circumstances of the emergency, even though inconsistent with the regular by-laws.

or judgment (whether after trial or based on a plea of guilty or nolo contendere or its equivalent) shall not be deemed an adjudication that the director, officer or representative was derelict in the performance of his duties to the corporation of he acted in good faith in what he considered to be the best interests of the corporation and with no reasonable cause to believe the action was illegal. The foregoing right of indemnification shall not be exclusive of other rights to which directors, officers and others may be entitled under the Certificate of Incorporation as a matter of law or otherwise. 2. It is the intent that this Article be interpreted to provide the maximum indemnification permitted under the Nevada General Corporation Law as it may be amended from time to time. 3. This corporation shall have the power to purchase and maintain insurance on behalf of any person who (1) is or was a director, officer, employee or agent of the corporation, or (2) is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability. ARTICLE X EMERGENCY BY-LAWS 1. Emergency Powers. During any emergency resulting from warlike damage, including civil disorder, or an attack on the United States or any nuclear or atomic disaster, the regular by-laws shall be suspended to the extent necessary under the circumstances and the Board of Directors may make any emergency by-law that may be practical or necessary for the circumstances of the emergency, even though inconsistent with the regular by-laws. No director, officer, or employee acting in accordance with any such emergency by-laws shall be liable, except for willful 14

misconduct. 2. Meeting. A meeting of the Board of Directors may be called by any officer or director with no prescribed period of notice, so long as an attempt is made to notify each director as soon as conditions may permit. Such notice may be given by any feasible means at the time, including publication or radio. 3. Quorum. The director or directors in attendance at the meeting of the Board shall constitute a quorum. 4. Emergency Directors. Prior to such an emergency, the Board of Directors may designate officers or other persons who shall serve as directors in emergency meetings in the event that the elected directors shall for any reason be rendered incapable of discharging their duties. 5. Lines of Succession. The Board of Directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the corporation shall for any reason be rendered incapable of discharging their duties. 6. Termination. Upon termination of the emergency, as declared by the Board of Directors or other person discharging their duties, the emergency by-laws shall cease to be operative. Termination shall not affect the legality of actions taken hereunder. ARTICLE XI AMENDMENTS 1. These by-laws may be amended, repealed or altered in whole or in part, by a majority vote of the outstanding stocks of the corporation, at any regular or special meeting of the stockholders. Written notice shall, not less than five (5) days before a stockholders' meeting called by the Board of Directors for the purpose of considering proposed amendments, be given to each stockholder of record entitled to vote. Such notice shall set forth the proposed amendment or a summary of the changes to be

misconduct. 2. Meeting. A meeting of the Board of Directors may be called by any officer or director with no prescribed period of notice, so long as an attempt is made to notify each director as soon as conditions may permit. Such notice may be given by any feasible means at the time, including publication or radio. 3. Quorum. The director or directors in attendance at the meeting of the Board shall constitute a quorum. 4. Emergency Directors. Prior to such an emergency, the Board of Directors may designate officers or other persons who shall serve as directors in emergency meetings in the event that the elected directors shall for any reason be rendered incapable of discharging their duties. 5. Lines of Succession. The Board of Directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the corporation shall for any reason be rendered incapable of discharging their duties. 6. Termination. Upon termination of the emergency, as declared by the Board of Directors or other person discharging their duties, the emergency by-laws shall cease to be operative. Termination shall not affect the legality of actions taken hereunder. ARTICLE XI AMENDMENTS 1. These by-laws may be amended, repealed or altered in whole or in part, by a majority vote of the outstanding stocks of the corporation, at any regular or special meeting of the stockholders. Written notice shall, not less than five (5) days before a stockholders' meeting called by the Board of Directors for the purpose of considering proposed amendments, be given to each stockholder of record entitled to vote. Such notice shall set forth the proposed amendment or a summary of the changes to be 15

effected thereby. 2. These By-laws may also be amended, repealed, or altered, in whole or in part, by a majority vote of the Board of Directors, at any meeting, without prior notice. However, such by-laws, or any provision thereof, made, altered, amended, or repealed by the Board of Directors, shall from time to time be submitted to the stockholders for approval, and may be further altered, amended or repealed by the stockholders at any annual meeting or, upon notice, at any special meeting, and when so altered, amended or repealed, the Board of Directors' changes disapproved by the stockholders shall not be re-established by the Board of Directors without the prior approval of the stockholders. CERTIFICATION OF ADOPTION The undersigned, being the duly elected Secretary of ARCTURUS VENTURES, INC., hereby certify that the foregoing By-Laws were adopted as the By-Laws of the corporation the 23rd day February, 2000.
/s/ Manuel Iglesias ---------------------Manuel Iglesias, Esq.

16

WARRANT AGREEMENT THIS WARRANT AGREEMENT, made this day of 2000, by and between:

effected thereby. 2. These By-laws may also be amended, repealed, or altered, in whole or in part, by a majority vote of the Board of Directors, at any meeting, without prior notice. However, such by-laws, or any provision thereof, made, altered, amended, or repealed by the Board of Directors, shall from time to time be submitted to the stockholders for approval, and may be further altered, amended or repealed by the stockholders at any annual meeting or, upon notice, at any special meeting, and when so altered, amended or repealed, the Board of Directors' changes disapproved by the stockholders shall not be re-established by the Board of Directors without the prior approval of the stockholders. CERTIFICATION OF ADOPTION The undersigned, being the duly elected Secretary of ARCTURUS VENTURES, INC., hereby certify that the foregoing By-Laws were adopted as the By-Laws of the corporation the 23rd day February, 2000.
/s/ Manuel Iglesias ---------------------Manuel Iglesias, Esq.

16

WARRANT AGREEMENT THIS WARRANT AGREEMENT, made this day of 2000, by and between: Arcturus Ventures, Inc., a Nevada corporation with its principal office located at 77 Memorial Highway, Atlantic Highlands, New Jersey 07716 (hereinafter referred to as the "COMPANY") AND Purchasers of any of the 40,000 Units offered by Arcturus Ventures, Inc., each Unit consisting of 10 shares of Common Stock, 25 "A" Common Stock Purchase Warrants and 25 "B" Common Stock Purchase Warrants, and the registered assigns of such purchasers, from time to time, from the date of original issue of such Units and the constituent Warrants to the expiration date thereof (hereinafter referred to as the "HOLDER" and/or "HOLDERS" as the context may require). WITNESSETH THAT: WHEREAS, each Unit in the offering is comprised of 10 shares of Common Stock, 25 "A" Common Stock Purchase Warrants, 25 "B" Common Stock Purchase Warrants (hereinafter called the "UNIT WARRANTS") entitling the HOLDERS thereof to purchase shares of Common Stock of the COMPANY (hereinafter called the "Shares"); WHEREAS, the COMPANY desires to provide for the form and provisions of the UNIT WARRANTS, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the COMPANY and the HOLDERS; and WHEREAS, all acts and things necessary to make the UNIT WARRANTS, when executed on behalf of the COMPANY, the valid, binding, and legal obligations of the COMPANY, have been done and performed; and WHEREAS, all acts and things necessary to authorize the execution and delivery of this Warrant Agreement, and to execute and deliver the UNIT WARRANTS to the original registered HOLDERS, have been done and performed; 1

WARRANT AGREEMENT THIS WARRANT AGREEMENT, made this day of 2000, by and between: Arcturus Ventures, Inc., a Nevada corporation with its principal office located at 77 Memorial Highway, Atlantic Highlands, New Jersey 07716 (hereinafter referred to as the "COMPANY") AND Purchasers of any of the 40,000 Units offered by Arcturus Ventures, Inc., each Unit consisting of 10 shares of Common Stock, 25 "A" Common Stock Purchase Warrants and 25 "B" Common Stock Purchase Warrants, and the registered assigns of such purchasers, from time to time, from the date of original issue of such Units and the constituent Warrants to the expiration date thereof (hereinafter referred to as the "HOLDER" and/or "HOLDERS" as the context may require). WITNESSETH THAT: WHEREAS, each Unit in the offering is comprised of 10 shares of Common Stock, 25 "A" Common Stock Purchase Warrants, 25 "B" Common Stock Purchase Warrants (hereinafter called the "UNIT WARRANTS") entitling the HOLDERS thereof to purchase shares of Common Stock of the COMPANY (hereinafter called the "Shares"); WHEREAS, the COMPANY desires to provide for the form and provisions of the UNIT WARRANTS, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the COMPANY and the HOLDERS; and WHEREAS, all acts and things necessary to make the UNIT WARRANTS, when executed on behalf of the COMPANY, the valid, binding, and legal obligations of the COMPANY, have been done and performed; and WHEREAS, all acts and things necessary to authorize the execution and delivery of this Warrant Agreement, and to execute and deliver the UNIT WARRANTS to the original registered HOLDERS, have been done and performed; 1

NOW, THEREFORE, intending to be legally bound hereby, and intending the original registered HOLDERS and their successors and assigns to rely hereon, the COMPANY hereby represents and agrees, and the HOLDERS by acceptance of the UNIT WARRANTS impliedly agree, as follows: 1. UNIT WARRANTS AUTHORIZED. COMPANY hereby authorizes the issuance of Two Million (2,000,000) UNIT WARRANTS upon the terms and conditions of this Warrant Agreement. Of such UNIT WARRANTS, 1,000,000 (50%) shall be "A" Warrants, and 1,000,000 (50%) shall be "B" Warrants. 2. FORM AND EXECUTION. Each UNIT WARRANT, whenever issued: (a) shall be in substantially the forms attached hereto as Exhibits A and B; (b) shall be dated as of the date of issuance, which shall be the date of the purchase of a Unit; (c) shall entitle the HOLDER to purchase the number of Shares stated thereon; (d) shall be signed by the President or Vice President and the Secretary or Treasurer of the COMPANY; and (e) and shall have the COMPANY'S seal impressed thereon. The only difference in the form of the UNIT WARRANTS shall be the designation of the WARRANTS as an "A" or "B" UNIT WARRANT and the exercise price applicable under such designation, being $.25 and $.50 respectively. The COMPANY may adopt and use the facsimile signature of any person who is a requisite officer of the COMPANY at the time such UNIT WARRANTS are executed, or of any person now or hereafter holding such office, notwithstanding the fact that at the time a WARRANT is issued he had ceased to be such officer of the COMPANY. 3. WARRANT ISSUANCE AND ISSUANCE CONSIDERATION. These UNIT WARRANTS are being issued to purchasers of the COMPANY's Units as Registered in the Arcturus Ventures, Inc. SB-2 Registration

NOW, THEREFORE, intending to be legally bound hereby, and intending the original registered HOLDERS and their successors and assigns to rely hereon, the COMPANY hereby represents and agrees, and the HOLDERS by acceptance of the UNIT WARRANTS impliedly agree, as follows: 1. UNIT WARRANTS AUTHORIZED. COMPANY hereby authorizes the issuance of Two Million (2,000,000) UNIT WARRANTS upon the terms and conditions of this Warrant Agreement. Of such UNIT WARRANTS, 1,000,000 (50%) shall be "A" Warrants, and 1,000,000 (50%) shall be "B" Warrants. 2. FORM AND EXECUTION. Each UNIT WARRANT, whenever issued: (a) shall be in substantially the forms attached hereto as Exhibits A and B; (b) shall be dated as of the date of issuance, which shall be the date of the purchase of a Unit; (c) shall entitle the HOLDER to purchase the number of Shares stated thereon; (d) shall be signed by the President or Vice President and the Secretary or Treasurer of the COMPANY; and (e) and shall have the COMPANY'S seal impressed thereon. The only difference in the form of the UNIT WARRANTS shall be the designation of the WARRANTS as an "A" or "B" UNIT WARRANT and the exercise price applicable under such designation, being $.25 and $.50 respectively. The COMPANY may adopt and use the facsimile signature of any person who is a requisite officer of the COMPANY at the time such UNIT WARRANTS are executed, or of any person now or hereafter holding such office, notwithstanding the fact that at the time a WARRANT is issued he had ceased to be such officer of the COMPANY. 3. WARRANT ISSUANCE AND ISSUANCE CONSIDERATION. These UNIT WARRANTS are being issued to purchasers of the COMPANY's Units as Registered in the Arcturus Ventures, Inc. SB-2 Registration Statement, filed on or about September 7, 2000. The consideration for the issuance of the Unit Warrants is the purchase of the Unit. 4. WARRANT EXERCISE PRICE. Each UNIT WARRANT shall entitle the registered HOLDER thereof, subject to the provisions thereof and of this Warrant Agreement, to purchase from the COMPANY the number of Shares of the COMPANY's Common Stock as stated thereon, at the exercise price applicable to the designation of such Warrant, as follows: 2
Designation "A" "B" Exercise Price $ .25 $ .50

both the number of Shares and the price being subject to the anti-dilution adjustments provided in Paragraph 8 hereof. The term "Warrant Exercise Price" as used in this Warrant Agreement refers to the price per Share at which Common Stock may be purchased at the time a designated UNIT WARRANT is exercised. 5. DURATION (Term). UNIT WARRANTS may be exercised at any time between the date of issuance and the expiration date ("Expiration Date"). The Expiration Date for the "A" UNIT WARRANTS shall be six (6) months after the effective date of the Company's post effective amendment to its Registration Statement presenting the proposed merger with or acquisition of a target company for the reconfirmation vote. The Expiration Date for the "B" UNIT WARRANTS shall be twelve (12) months after the effective date of the Company's post effective amendment to its Registration Statement presenting the proposed merger with or acquisition of a target company for the reconfirmation vote. Each UNIT WARRANT not exercised on or before its Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the respective Expiration Date. The COMPANY reserves the right to extend the Expiration Date, from time to time, any number of times, but shall be under no obligation to do so. 6. TRANSFER AND/OR EXCHANGE OF UNIT WARRANTS. On or after the date of issuance and prior to the Expiration Date, any HOLDER of any UNIT WARRANT, subject to the transfer restrictions of federal and state securities laws, including Rule 419, at any time prior to the exercise thereof, may transfer all or any portion of the stock purchase rights provided in the UNIT WARRANT. Upon presentation and surrender to the Warrant Agent of the UNIT WARRANT, properly assigned, accompanied by appropriate transfer instructions from the HOLDER, the Warrant Agent shall issue a UNIT WARRANT for the assigned number of shares to the assignee

Designation "A" "B"

Exercise Price $ .25 $ .50

both the number of Shares and the price being subject to the anti-dilution adjustments provided in Paragraph 8 hereof. The term "Warrant Exercise Price" as used in this Warrant Agreement refers to the price per Share at which Common Stock may be purchased at the time a designated UNIT WARRANT is exercised. 5. DURATION (Term). UNIT WARRANTS may be exercised at any time between the date of issuance and the expiration date ("Expiration Date"). The Expiration Date for the "A" UNIT WARRANTS shall be six (6) months after the effective date of the Company's post effective amendment to its Registration Statement presenting the proposed merger with or acquisition of a target company for the reconfirmation vote. The Expiration Date for the "B" UNIT WARRANTS shall be twelve (12) months after the effective date of the Company's post effective amendment to its Registration Statement presenting the proposed merger with or acquisition of a target company for the reconfirmation vote. Each UNIT WARRANT not exercised on or before its Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the respective Expiration Date. The COMPANY reserves the right to extend the Expiration Date, from time to time, any number of times, but shall be under no obligation to do so. 6. TRANSFER AND/OR EXCHANGE OF UNIT WARRANTS. On or after the date of issuance and prior to the Expiration Date, any HOLDER of any UNIT WARRANT, subject to the transfer restrictions of federal and state securities laws, including Rule 419, at any time prior to the exercise thereof, may transfer all or any portion of the stock purchase rights provided in the UNIT WARRANT. Upon presentation and surrender to the Warrant Agent of the UNIT WARRANT, properly assigned, accompanied by appropriate transfer instructions from the HOLDER, the Warrant Agent shall issue a UNIT WARRANT for the assigned number of shares to the assignee as the new registered HOLDER and shall issue a UNIT WARRANT for the unassigned balance of the shares to the assigning (old) registered HOLDER. Any HOLDER of any UNIT WARRANT, at any time prior to the exercise thereof, may exchange such UNIT WARRANT for a UNIT WARRANTS of like tenor exercisable for the same aggregate number of Common Shares as the UNIT 3

WARRANT surrendered. The Warrant Agent is the COMPANY's Transfer Agent, Olde Monmouth Stock Transfer Co., 77 Memorial Parkway, Atlantic Highlands, New Jersey 07716. The COMPANY shall give notice to the registered HOLDERS of UNIT WARRANTS of any change in the address of, or in the designation of, its Warrant Agent. 7. EXERCISE. (a) A UNIT WARRANT shall be exercisable only by the registered HOLDER surrendering it, together with the subscription form set forth in the UNIT WARRANT duly executed, accompanied by payment, in full, in lawful money of the United States, of the Warrant Exercise Price for each full Share as to which the UNIT WARRANT is exercised, to the Warrant Agent. The Warrant Agent is the COMPANY's Transfer Agent, Olde Monmouth Stock Transfer Co., 77 Memorial Parkway, Atlantic Highlands, New Jersey 07716. The COMPANY shall give notice to the registered HOLDERS of UNIT WARRANTS of any change in the address of, or in the designation of, its Warrant Agent. A UNIT WARRANT may be exercised only if a Registration Statement registering the unregistered shares of Common Stock is effective. (b) A UNIT WARRANT may be exercised wholly or in part. If a UNIT WARRANT is only exercised in part, a new UNIT WARRANT for the number of Shares as to which the UNIT WARRANT shall not have been exercised shall be issued to the registered HOLDER. (c) As soon as practicable after the exercise of any UNIT WARRANT, the COMPANY shall issue to or upon the order of the registered HOLDER a certificate or certificates for the number of full Shares which he is entitled, registered in such name or names as may be directed by him. (d) All Shares issued upon exercise of a UNIT WARRANT shall be validly issued, fully paid, and nonassessable. The COMPANY shall pay all taxes in respect of the issue thereof and all costs of issuance.

WARRANT surrendered. The Warrant Agent is the COMPANY's Transfer Agent, Olde Monmouth Stock Transfer Co., 77 Memorial Parkway, Atlantic Highlands, New Jersey 07716. The COMPANY shall give notice to the registered HOLDERS of UNIT WARRANTS of any change in the address of, or in the designation of, its Warrant Agent. 7. EXERCISE. (a) A UNIT WARRANT shall be exercisable only by the registered HOLDER surrendering it, together with the subscription form set forth in the UNIT WARRANT duly executed, accompanied by payment, in full, in lawful money of the United States, of the Warrant Exercise Price for each full Share as to which the UNIT WARRANT is exercised, to the Warrant Agent. The Warrant Agent is the COMPANY's Transfer Agent, Olde Monmouth Stock Transfer Co., 77 Memorial Parkway, Atlantic Highlands, New Jersey 07716. The COMPANY shall give notice to the registered HOLDERS of UNIT WARRANTS of any change in the address of, or in the designation of, its Warrant Agent. A UNIT WARRANT may be exercised only if a Registration Statement registering the unregistered shares of Common Stock is effective. (b) A UNIT WARRANT may be exercised wholly or in part. If a UNIT WARRANT is only exercised in part, a new UNIT WARRANT for the number of Shares as to which the UNIT WARRANT shall not have been exercised shall be issued to the registered HOLDER. (c) As soon as practicable after the exercise of any UNIT WARRANT, the COMPANY shall issue to or upon the order of the registered HOLDER a certificate or certificates for the number of full Shares which he is entitled, registered in such name or names as may be directed by him. (d) All Shares issued upon exercise of a UNIT WARRANT shall be validly issued, fully paid, and nonassessable. The COMPANY shall pay all taxes in respect of the issue thereof and all costs of issuance. However, the registered HOLDER shall pay all taxes imposed in connection with any transfer, even if involved in an issue of a certificate, and the COMPANY shall not be required to issue or deliver any stock certificate in such case until the tax shall have been paid. (e) Each person in whose name any such certificate for Shares issued shall for all purposes be deemed to have become the holder of record of such shares on the date on 4

which the UNIT WARRANT was surrendered and payment of the Warrant Exercise Price and applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the COMPANY are closed, the person or persons entitled to receive Shares upon such exercise shall be considered the record holder or holders of such shares at the close of business on the next succeeding date on which the stock transfer books are open and shall be entitled to receive only dividends or distributions which are payable to holders of record after that date. 8. SHARE DIVIDENDS, RECLASSIFICATION, REORGANIZATION, ANTI- DILUTION PROVISIONS. Each UNIT WARRANT is subject to the following further provisions: (a) In case, prior to the expiration of a UNIT WARRANT by exercise or by its terms, the COMPANY shall issue any of its Common Stock as a share dividend or subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either of such cases, the Purchase Price per share of the Shares purchasable pursuant to a UNIT WARRANT in effect at the time of such action shall be proportionately reduced and the number of Shares at the time purchasable pursuant to a UNIT WARRANT shall be proportionately increased; and conversely, in the event the COMPANY shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares, then, in such case, the Purchase Price per share of the Shares purchasable pursuant to a UNIT WARRANT in effect at the time of such action shall be proportionately increased and the number of Shares at the time purchasable pursuant to a UNIT WARRANT shall be proportionately decreased. If the COMPANY shall, at any time during the life of a UNIT WARRANT, declare a dividend payable in cash on its Common Stock and shall at substantially the same time offer to its stockholders a right to purchase new Common Stock from the proceeds of such dividend or for an amount substantially equal to the dividend, all shares of Common Stock so issued shall, for the purpose of a UNIT WARRANT, be deemed to have been issued as a share dividend. Any dividend paid or distributed upon the

which the UNIT WARRANT was surrendered and payment of the Warrant Exercise Price and applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the COMPANY are closed, the person or persons entitled to receive Shares upon such exercise shall be considered the record holder or holders of such shares at the close of business on the next succeeding date on which the stock transfer books are open and shall be entitled to receive only dividends or distributions which are payable to holders of record after that date. 8. SHARE DIVIDENDS, RECLASSIFICATION, REORGANIZATION, ANTI- DILUTION PROVISIONS. Each UNIT WARRANT is subject to the following further provisions: (a) In case, prior to the expiration of a UNIT WARRANT by exercise or by its terms, the COMPANY shall issue any of its Common Stock as a share dividend or subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either of such cases, the Purchase Price per share of the Shares purchasable pursuant to a UNIT WARRANT in effect at the time of such action shall be proportionately reduced and the number of Shares at the time purchasable pursuant to a UNIT WARRANT shall be proportionately increased; and conversely, in the event the COMPANY shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares, then, in such case, the Purchase Price per share of the Shares purchasable pursuant to a UNIT WARRANT in effect at the time of such action shall be proportionately increased and the number of Shares at the time purchasable pursuant to a UNIT WARRANT shall be proportionately decreased. If the COMPANY shall, at any time during the life of a UNIT WARRANT, declare a dividend payable in cash on its Common Stock and shall at substantially the same time offer to its stockholders a right to purchase new Common Stock from the proceeds of such dividend or for an amount substantially equal to the dividend, all shares of Common Stock so issued shall, for the purpose of a UNIT WARRANT, be deemed to have been issued as a share dividend. Any dividend paid or distributed upon the Common Stock in shares of any other class or securities convertible into Common Stock shall be treated as a dividend paid in shares of Common Stock to the extent that shares of Common Stock are issuable upon the conversion thereof. 5

(b) In case, prior to the expiration of a UNIT WARRANT by exercise or by its terms, the COMPANY shall be recapitalized, or the COMPANY or a successor corporation shall consolidate or merge with or convey all or substantially all of its or of any successor corporation's property and assets to any other corporation or corporations (any such corporation being included within the meaning of the term "successor corporation" hereinbefore used in the event of any consolidation or merger of any such corporation with, or the sale of all or substantially all of the property of any such corporation to, another corporation or corporations), the holder of a UNIT WARRANT shall thereafter have the right to purchase, upon the basis and on the terms and conditions and during the time specified in a UNIT WARRANT in lieu of the Shares of the COMPANY theretofore purchasable, upon the exercise of a UNIT WARRANT, such shares, securities or assets as may be issued or payable with respect to, or in exchange for, the number of Shares of the COMPANY theretofore purchasable upon the exercise of a UNIT WARRANT had such recapitalization, consolidation, merger, or conveyance not taken place; and in any such event, the rights of the holder of a UNIT WARRANT to an adjustment in the number of Shares purchasable upon the exercise of a UNIT WARRANT as herein provided shall continue and be preserved in respect of any shares, securities, or assets which the holder of a UNIT WARRANT becomes entitled to purchase. (c) In case: (i) the COMPANY shall take a record of the holders of its Common Shares for the purpose of entitling them to receive a dividend payable otherwise than in cash, or any other distribution in respect of the Common Shares (including cash), pursuant to, without limitation, any spin-off, split-off, or distribution of the COMPANY's assets; or (ii) the COMPANY shall take a record of the holders of its Common Shares for the purpose of entitling them to subscribe for or purchase any shares of any class or to receive any other rights; or (iii)of any classification, reclassification, or other reorganization of the shares which the COMPANY is authorized

(b) In case, prior to the expiration of a UNIT WARRANT by exercise or by its terms, the COMPANY shall be recapitalized, or the COMPANY or a successor corporation shall consolidate or merge with or convey all or substantially all of its or of any successor corporation's property and assets to any other corporation or corporations (any such corporation being included within the meaning of the term "successor corporation" hereinbefore used in the event of any consolidation or merger of any such corporation with, or the sale of all or substantially all of the property of any such corporation to, another corporation or corporations), the holder of a UNIT WARRANT shall thereafter have the right to purchase, upon the basis and on the terms and conditions and during the time specified in a UNIT WARRANT in lieu of the Shares of the COMPANY theretofore purchasable, upon the exercise of a UNIT WARRANT, such shares, securities or assets as may be issued or payable with respect to, or in exchange for, the number of Shares of the COMPANY theretofore purchasable upon the exercise of a UNIT WARRANT had such recapitalization, consolidation, merger, or conveyance not taken place; and in any such event, the rights of the holder of a UNIT WARRANT to an adjustment in the number of Shares purchasable upon the exercise of a UNIT WARRANT as herein provided shall continue and be preserved in respect of any shares, securities, or assets which the holder of a UNIT WARRANT becomes entitled to purchase. (c) In case: (i) the COMPANY shall take a record of the holders of its Common Shares for the purpose of entitling them to receive a dividend payable otherwise than in cash, or any other distribution in respect of the Common Shares (including cash), pursuant to, without limitation, any spin-off, split-off, or distribution of the COMPANY's assets; or (ii) the COMPANY shall take a record of the holders of its Common Shares for the purpose of entitling them to subscribe for or purchase any shares of any class or to receive any other rights; or (iii)of any classification, reclassification, or other reorganization of the shares which the COMPANY is authorized to issue, consolidation or merger of the COMPANY with or into another corporation, or conveyance of all or substantially all of the assets of the COMPANY; 6

or (iv) of the voluntary or involuntary dissolution, liquidation, or winding up of the COMPANY; then, and in any such case, the COMPANY shall mail to the holder of a UNIT WARRANT, at least 21 days prior thereto, a notice stating the date or expected date on which a record is to be taken for the purpose of such dividend, distribution, or rights, or the date on which such classification, reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation, or winding up is to take place, as the case may be. Such notice shall also specify the date or expected date, if any is to be fixed, as of which holders of Common Stock of record shall be entitled to participate in such dividend, distribution, or rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such classification, reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation, or winding up, as the case may be. (d) In case the COMPANY at any time while a UNIT WARRANT shall remains unexpired and unexercised shall sell all or substantially all of its property or dissolve, liquidate, or wind up its affairs, the holder of a UNIT WARRANT may thereafter receive upon exercise hereof in lieu of each Share which it would have been entitled to receive the same kind and amount of any securities or assets as may be issuable, distributable, or payable upon such sale, dissolution, liquidation, or winding up with respect to each Share. 9. RESERVATION OF SHARES ISSUABLE ON EXERCISE OF UNIT WARRANTS. The COMPANY shall at all times reserve and keep available out of its authorized shares, solely for issuance upon the exercise of all UNIT WARRANTS issued hereunder, such number of Common Shares and other shares as from time to time shall be issuable upon the exercise of a UNIT WARRANT and all other similar UNIT WARRANTS at the time outstanding.

or (iv) of the voluntary or involuntary dissolution, liquidation, or winding up of the COMPANY; then, and in any such case, the COMPANY shall mail to the holder of a UNIT WARRANT, at least 21 days prior thereto, a notice stating the date or expected date on which a record is to be taken for the purpose of such dividend, distribution, or rights, or the date on which such classification, reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation, or winding up is to take place, as the case may be. Such notice shall also specify the date or expected date, if any is to be fixed, as of which holders of Common Stock of record shall be entitled to participate in such dividend, distribution, or rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such classification, reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation, or winding up, as the case may be. (d) In case the COMPANY at any time while a UNIT WARRANT shall remains unexpired and unexercised shall sell all or substantially all of its property or dissolve, liquidate, or wind up its affairs, the holder of a UNIT WARRANT may thereafter receive upon exercise hereof in lieu of each Share which it would have been entitled to receive the same kind and amount of any securities or assets as may be issuable, distributable, or payable upon such sale, dissolution, liquidation, or winding up with respect to each Share. 9. RESERVATION OF SHARES ISSUABLE ON EXERCISE OF UNIT WARRANTS. The COMPANY shall at all times reserve and keep available out of its authorized shares, solely for issuance upon the exercise of all UNIT WARRANTS issued hereunder, such number of Common Shares and other shares as from time to time shall be issuable upon the exercise of a UNIT WARRANT and all other similar UNIT WARRANTS at the time outstanding. 10. LOSS, THEFT, DESTRUCTION OR MUTILATION. Upon receipt by the COMPANY of evidence satisfactory to it, (in the exercise of its reasonable discretion), of the ownership of and the loss, theft, destruction, or mutilation of a UNIT WARRANT, and (in the case of loss, theft, or destruction) of indemnity satisfactory to it (in the case of 7

mutilation) upon surrender and cancellation thereof, the COMPANY will execute and deliver, in lieu thereof, a new UNIT WARRANT for like tenor. 11. UNIT WARRANT HOLDER NOT A SHAREHOLDER. The HOLDER of a UNIT WARRANT, as such, shall not be entitled by reason of a UNIT WARRANT to any rights whatsoever of a stockholder of the COMPANY. No HOLDER of any UNIT WARRANT shall be entitled to receive any dividend or to vote with respect to any dividend declared or the taking of a register of stockholders entitled to vote with a Record Date prior to the date of exercise of the UNIT WARRANTS. 12. NOTICES. All notices and other communications from the COMPANY to the HOLDER of a UNIT WARRANT shall be mailed by first-class registered mail, postage prepaid, to the address furnished to the COMPANY in writing by the HOLDER of a UNIT WARRANT. IN WITNESS WHEREOF, intending to be legally bound, the COMPANY has executed this Warrant Agreement: Dated: September 7, 2000 ARCTURUS VENTURES, INC. ATTEST: By: ________________________ Matthew Troster, President

mutilation) upon surrender and cancellation thereof, the COMPANY will execute and deliver, in lieu thereof, a new UNIT WARRANT for like tenor. 11. UNIT WARRANT HOLDER NOT A SHAREHOLDER. The HOLDER of a UNIT WARRANT, as such, shall not be entitled by reason of a UNIT WARRANT to any rights whatsoever of a stockholder of the COMPANY. No HOLDER of any UNIT WARRANT shall be entitled to receive any dividend or to vote with respect to any dividend declared or the taking of a register of stockholders entitled to vote with a Record Date prior to the date of exercise of the UNIT WARRANTS. 12. NOTICES. All notices and other communications from the COMPANY to the HOLDER of a UNIT WARRANT shall be mailed by first-class registered mail, postage prepaid, to the address furnished to the COMPANY in writing by the HOLDER of a UNIT WARRANT. IN WITNESS WHEREOF, intending to be legally bound, the COMPANY has executed this Warrant Agreement: Dated: September 7, 2000 ARCTURUS VENTURES, INC. ATTEST: By: ________________________ Matthew Troster, President Secretary 8

NO. AVI- -A COMMON STOCK PURCHASE WARRANT RIGHT TO PURCHASE 25 SHARES Arcturus Ventures, Inc. (a Nevada Corporation) "A" UNIT WARRANT VOID AFTER EXPIRATION DATE THIS IS TO CERTIFY THAT: ________________________________ or registered assigns, is entitled to purchase, on or before the expiration date, which shall be six (6) months after the effective date of the Company's post effective amendment to its Registration Statement presenting the proposed merger with or acquisition of a target company for the reconfirmation vote (the "Expiration Date"), that number of shares (subject to anti-dilution protection provisions contained in the Warrant Agreement) of the Common Stock of Arcturus Ventures, Inc. (the "Company") indicated above 25 (Twenty Five Shares) at a price of Twenty-Five Cents ($.25) per share, upon presentation of this Warrant and payment of the purchase price at the office of the Warrant Agent; subject, however, to the terms of the Warrant Agreement under which this Warrant has been issued, which is incorporated by reference, and to which the holder hereof assents by acceptance of this Warrant. This Warrant, the purchase rights represented hereby, and all of the rights of each holder with respect thereto, are subject to all of the terms, conditions, rights, limitations and other provisions of the Warrant Agreement and in the event of any conflict between the terms of this Warrant and the terms of the Warrant Agreement, the Warrant Agreement shall control. The purchase rights represented by this Warrant are exercisable at the option of the registered owner hereof in whole or in part at any time prior to expiration, provided that a post effective amendment has been filed. Subject to the right of the Company to extend the expiration date as set forth in the Warrant Agreement, this Warrant and the purchase rights it represents expire at or before the expiration date, six (6) months after the

NO. AVI- -A COMMON STOCK PURCHASE WARRANT RIGHT TO PURCHASE 25 SHARES Arcturus Ventures, Inc. (a Nevada Corporation) "A" UNIT WARRANT VOID AFTER EXPIRATION DATE THIS IS TO CERTIFY THAT: ________________________________ or registered assigns, is entitled to purchase, on or before the expiration date, which shall be six (6) months after the effective date of the Company's post effective amendment to its Registration Statement presenting the proposed merger with or acquisition of a target company for the reconfirmation vote (the "Expiration Date"), that number of shares (subject to anti-dilution protection provisions contained in the Warrant Agreement) of the Common Stock of Arcturus Ventures, Inc. (the "Company") indicated above 25 (Twenty Five Shares) at a price of Twenty-Five Cents ($.25) per share, upon presentation of this Warrant and payment of the purchase price at the office of the Warrant Agent; subject, however, to the terms of the Warrant Agreement under which this Warrant has been issued, which is incorporated by reference, and to which the holder hereof assents by acceptance of this Warrant. This Warrant, the purchase rights represented hereby, and all of the rights of each holder with respect thereto, are subject to all of the terms, conditions, rights, limitations and other provisions of the Warrant Agreement and in the event of any conflict between the terms of this Warrant and the terms of the Warrant Agreement, the Warrant Agreement shall control. The purchase rights represented by this Warrant are exercisable at the option of the registered owner hereof in whole or in part at any time prior to expiration, provided that a post effective amendment has been filed. Subject to the right of the Company to extend the expiration date as set forth in the Warrant Agreement, this Warrant and the purchase rights it represents expire at or before the expiration date, six (6) months after the effective date of the Company's post effective amendment to its Registration Statement presenting the proposed merger with or acquisition of a target company for the reconfirmation vote ("Expiration Date"), and thereafter shall be void and of no effect, unless the Expiration Date is extended by the Company, in its sole discretion, from time to time.

The number of shares purchasable upon the exercise of this Warrant and the purchase price per share shall be subject to adjustment from time to time, to provide anti- dilution protection, as set forth in the Warrant Agreement. This Warrant shall not entitle the registered owner or any holder to voting rights or other rights as a stockholder of the Company or to any other rights whatsoever except the rights herein expressed or expressed in the Warrant Agreement, and no dividends shall be payable or accrue in respect of this Warrant or the interest represented hereby or the shares purchasable hereunder until, or unless, and to the extent that, this Warrant shall be exercised. This Warrant is exchangeable upon its surrender to the Company by the registered owner, for new Warrants of like tenor and date, representing in the aggregate the right to purchase the number of shares purchasable hereunder. Except as otherwise above provided, this Warrant and all rights hereunder are transferable by the registered owner hereof in person or by duly authorized attorney on the books of the Company upon surrender to the Company of this Warrant, properly endorsed. The Company may deem and treat the registered owner of this Warrant at all times as the absolute owner hereof for all purposes and such shall not be affected by any notice to the contrary. IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by the signatures of its duly authorized officers and the corporate seal hereunto affixed.

The number of shares purchasable upon the exercise of this Warrant and the purchase price per share shall be subject to adjustment from time to time, to provide anti- dilution protection, as set forth in the Warrant Agreement. This Warrant shall not entitle the registered owner or any holder to voting rights or other rights as a stockholder of the Company or to any other rights whatsoever except the rights herein expressed or expressed in the Warrant Agreement, and no dividends shall be payable or accrue in respect of this Warrant or the interest represented hereby or the shares purchasable hereunder until, or unless, and to the extent that, this Warrant shall be exercised. This Warrant is exchangeable upon its surrender to the Company by the registered owner, for new Warrants of like tenor and date, representing in the aggregate the right to purchase the number of shares purchasable hereunder. Except as otherwise above provided, this Warrant and all rights hereunder are transferable by the registered owner hereof in person or by duly authorized attorney on the books of the Company upon surrender to the Company of this Warrant, properly endorsed. The Company may deem and treat the registered owner of this Warrant at all times as the absolute owner hereof for all purposes and such shall not be affected by any notice to the contrary. IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by the signatures of its duly authorized officers and the corporate seal hereunto affixed. Dated: _________, 2000 At: Atlantic Highlands, NJ Arcturus Ventures, Inc. ATTEST: By: Matthew Troster, President Secretary 2

NO. AVI- -B COMMON STOCK PURCHASE WARRANT RIGHT TO PURCHASE 25 SHARES Arcturus Ventures, Inc. (a Nevada Corporation) "B" UNIT WARRANT VOID AFTER EXPIRATION DATE THIS IS TO CERTIFY THAT: ___________________________________ or registered assigns, is entitled to purchase on or prior to the expiration date, which shall be twelve (12) months after the effective date of the Company's post effective amendment to its Registration Statement presenting the proposed merger with or acquisition of a target company

NO. AVI- -B COMMON STOCK PURCHASE WARRANT RIGHT TO PURCHASE 25 SHARES Arcturus Ventures, Inc. (a Nevada Corporation) "B" UNIT WARRANT VOID AFTER EXPIRATION DATE THIS IS TO CERTIFY THAT: ___________________________________ or registered assigns, is entitled to purchase on or prior to the expiration date, which shall be twelve (12) months after the effective date of the Company's post effective amendment to its Registration Statement presenting the proposed merger with or acquisition of a target company fore the reconfirmation vote (the "Expiration Date") that number of shares (subject to anti-dilution protection provisions contained in the Warrant Agreement) of the Common Stock of Arcturus Ventures, Inc. (the "Company") indicated above Twenty Five (25) at a price of Fifty Cents ($.50) per share, upon presentation of this Warrant and payment of the purchase price at the office of the Warrant Agent; subject, however, to the terms of the Warrant Agreement under which this Warrant has been issued, which is incorporated by reference, and to which the holder hereof assents by acceptance of this Warrant. This Warrant, the purchase rights represented hereby, and all of the rights of each holder with respect thereto, are subject to all of the terms, conditions, rights, limitations and other provisions of the Warrant Agreement and in the event of any conflict between the terms of this Warrant and the terms of the Warrant Agreement, the Warrant Agreement shall control. The purchase rights represented by this Warrant are exercisable at the option of the registered owner hereof in whole or in part at any time prior to expiration, provided that a post effective amendment has been filed. Subject to the right of the Company to extend the expiration date as set forth in the Warrant Agreement, this Warrant and the purchase rights it represents expires at or before the Expiration Date (twelve [12] months after the effective date of the Company's post effective amendment to its Registration Statement presenting the proposed merger with or acquisition of a target company for the reconfirmation vote), and thereafter shall be void and of no effect, unless the Expiration Date is extended by the Company, in its sole discretion, from time to time.

The number of shares purchasable upon the exercise of this Warrant and the purchase price per share shall be subject to adjustment from time to time, to provide anti- dilution protection, as set forth in the Warrant Agreement. This Warrant shall not entitle the registered owner or any holder to voting rights or other rights as a stockholder of the Company or to any other rights whatsoever except the rights herein expressed or expressed in the Warrant Agreement, and no dividends shall be payable or accrue in respect of this Warrant or the interest represented hereby or the shares purchasable hereunder until, or unless, and to the extent that, this Warrant shall be exercised. This Warrant is exchangeable upon its surrender to the Company by the registered owner, for new Warrants of like tenor and date, representing in the aggregate the right to purchase the number of shares purchasable hereunder. Except as otherwise above provided, this Warrant and all rights hereunder are transferable by the registered owner hereof in person or by duly authorized attorney on the books of the Company upon surrender to the Company of this Warrant, properly endorsed. The Company may deem and treat the registered owner of this Warrant at all times as the absolute owner hereof for all purposes and such shall not be affected by any notice to the contrary. IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by the signatures of its duly

The number of shares purchasable upon the exercise of this Warrant and the purchase price per share shall be subject to adjustment from time to time, to provide anti- dilution protection, as set forth in the Warrant Agreement. This Warrant shall not entitle the registered owner or any holder to voting rights or other rights as a stockholder of the Company or to any other rights whatsoever except the rights herein expressed or expressed in the Warrant Agreement, and no dividends shall be payable or accrue in respect of this Warrant or the interest represented hereby or the shares purchasable hereunder until, or unless, and to the extent that, this Warrant shall be exercised. This Warrant is exchangeable upon its surrender to the Company by the registered owner, for new Warrants of like tenor and date, representing in the aggregate the right to purchase the number of shares purchasable hereunder. Except as otherwise above provided, this Warrant and all rights hereunder are transferable by the registered owner hereof in person or by duly authorized attorney on the books of the Company upon surrender to the Company of this Warrant, properly endorsed. The Company may deem and treat the registered owner of this Warrant at all times as the absolute owner hereof for all purposes and such shall not be affected by any notice to the contrary. IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by the signatures of its duly authorized officers and the corporate seal hereunto affixed. Dated: ________, 2000 At: Atlantic Highlands, New Jersey Arcturus Ventures, INC. ATTEST: By: Matthew Troster, President Secretary

INDEMNITY AGREEMENT This Indemnity Agreement ("Agreement") is made as of May 1, 2000, by and between Arcturus Ventures, Inc., a Nevada corporation ("Company"), and Matthew Troster ("Indemnitee"), a director and/or officer or key executive, employee or consultant of the Company, or a person serving at the request of the Company as a director, officer, employee or agent of another enterprise. RECITALS A. The Indemnitee is currently serving or has agreed to serve as a director and/or officer of the Company and in such capacity has rendered and/or will render valuable services to the Company. B. The Company has investigated the availability and sufficiency of liability insurance and applicable statutory indemnification provisions to provide its directors and officers with adequate protection against various legal risks and potential liabilities to which such individuals are subject due to their positions with the Company and has concluded that such insurance may be unavailable or too costly, and even if purchased it, and the statutory provisions, may provide inadequate and unacceptable protection to certain individuals requested to serve as its directors and/or officers. C. It is essential to the Company that it attract and retain as officers and directors the most capable persons

INDEMNITY AGREEMENT This Indemnity Agreement ("Agreement") is made as of May 1, 2000, by and between Arcturus Ventures, Inc., a Nevada corporation ("Company"), and Matthew Troster ("Indemnitee"), a director and/or officer or key executive, employee or consultant of the Company, or a person serving at the request of the Company as a director, officer, employee or agent of another enterprise. RECITALS A. The Indemnitee is currently serving or has agreed to serve as a director and/or officer of the Company and in such capacity has rendered and/or will render valuable services to the Company. B. The Company has investigated the availability and sufficiency of liability insurance and applicable statutory indemnification provisions to provide its directors and officers with adequate protection against various legal risks and potential liabilities to which such individuals are subject due to their positions with the Company and has concluded that such insurance may be unavailable or too costly, and even if purchased it, and the statutory provisions, may provide inadequate and unacceptable protection to certain individuals requested to serve as its directors and/or officers. C. It is essential to the Company that it attract and retain as officers and directors the most capable persons available and in order to induce and encourage highly experienced and capable persons such as the Indemnitee to serve or continue to serve as a director and/or officer of the Company, the Board of Directors has determined, after due consideration and investigation of the terms and provisions of the Agreement and the various other options available to the Company and the Indemnitee in lieu hereof, that this Agreement is not only reasonable and prudent but necessary to promote and ensure the best interests of the Company and its stockholders. NOW, THEREFORE, in consideration of the services or continued services of the Indemnitee and in order to induce the Indemnitee to serve or continue to serve as director and/or officer, the Company and the Indemnitee do hereby agree as follows: 1. Definitions. As used in this Agreement: 1

(a) The term "Proceeding" shall include any threatened, pending or completed inquiry, hearing, investigation, action, suit, arbitration or other alternative dispute resolution mechanism or proceeding, formal or informal, whether brought in the name of the Company or otherwise and whether of a civil, criminal or administrative or investigative nature, by reason of the fact that the Indemnitee is or was a director and/or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another enterprise, whether or not he/she is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement is to be provided under this Agreement. (b) The term "Expenses" includes, without limitation: attorneys' fees, costs, disbursements and retainers; accounting and witness fees; fees of experts; travel and deposition costs; transcript costs, filing fees, telephone charges, postage, copying costs, delivery service fees and other expenses and obligations of any nature whatsoever paid or incurred in connection with any investigations, judicial or administrative proceedings and appeals, amounts paid in settlement by or on behalf of Indemnitee, and any expenses of establishing a right to indemnification, pursuant to this Agreement or otherwise, including reasonable compensation for time spent by the Indemnitee in connection with the investigation, defense or appeal of a Proceeding or action for indemnification for which he/she is not otherwise compensated by the Company or any third party. The term "Expenses" does not include the amount of judgments, fines, penalties or ERISA excise taxes actually levied against the Indemnitee. 2. Agreement to Serve. The Indemnitee agrees to serve or to continue to serve as a director and/or officer of the Company for so long as he/she is duly elected or appointed or until such time as he/she tenders his/her resignation in writing or is removed as a director and/or officer. However, nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the employ of the Company, any subsidiary or any

(a) The term "Proceeding" shall include any threatened, pending or completed inquiry, hearing, investigation, action, suit, arbitration or other alternative dispute resolution mechanism or proceeding, formal or informal, whether brought in the name of the Company or otherwise and whether of a civil, criminal or administrative or investigative nature, by reason of the fact that the Indemnitee is or was a director and/or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another enterprise, whether or not he/she is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement is to be provided under this Agreement. (b) The term "Expenses" includes, without limitation: attorneys' fees, costs, disbursements and retainers; accounting and witness fees; fees of experts; travel and deposition costs; transcript costs, filing fees, telephone charges, postage, copying costs, delivery service fees and other expenses and obligations of any nature whatsoever paid or incurred in connection with any investigations, judicial or administrative proceedings and appeals, amounts paid in settlement by or on behalf of Indemnitee, and any expenses of establishing a right to indemnification, pursuant to this Agreement or otherwise, including reasonable compensation for time spent by the Indemnitee in connection with the investigation, defense or appeal of a Proceeding or action for indemnification for which he/she is not otherwise compensated by the Company or any third party. The term "Expenses" does not include the amount of judgments, fines, penalties or ERISA excise taxes actually levied against the Indemnitee. 2. Agreement to Serve. The Indemnitee agrees to serve or to continue to serve as a director and/or officer of the Company for so long as he/she is duly elected or appointed or until such time as he/she tenders his/her resignation in writing or is removed as a director and/or officer. However, nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the employ of the Company, any subsidiary or any other person. 3. Indemnification in Third Party Actions. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding (other that a Proceeding by or in the name of the Company to procure a judgment in its favor), by reason of the fact that the Indemnitee is or was a director and/or officer of the Company, or is or was serving at the request of the Company as a director, 2

officer, employee or agent of another enterprise, against all Expenses, judgments, fines, penalties and ERISA excise taxes actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, to the fullest extent permitted by applicable corporate law and the Company's Articles of Incorporation; provided that any settlement of a Proceeding be approved in writing by the Company. 4. Indemnification in Proceedings by or In the Name of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the name of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee was or is a director and/or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another enterprise, against all Expenses, judgments, fines penalties and ERISA excise taxes actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, to the fullest extent permitted by applicable corporate law and the Company's Articles of Incorporation. 5. Conclusive Presumption Regarding Standards of Conduct. The Indemnitee shall be conclusively presumed to have met the relevant standards of conduct, if any, as defined by applicable corporate law, for indemnification pursuant to this Agreement, unless a determination is made that the Indemnitee has not met such standards (i) by the Board of Directors by a majority vote of a quorum thereof consisting of directors who were not parties to the Proceeding due to which a claim is made under this Agreement, (ii) by the shareholders of the Company by majority vote of a quorum thereof consisting of shareholders who are not parties to the Proceeding due to which a claim is made under this Agreement, (iii) in a written opinion by independent counsel, selection of whom has been approved by the Indemnitee in writing, or (iv) by a court of competent jurisdiction. 6. Indemnification of Expenses of Successful Party. Notwithstanding any other provision of the Agreement, to the

officer, employee or agent of another enterprise, against all Expenses, judgments, fines, penalties and ERISA excise taxes actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, to the fullest extent permitted by applicable corporate law and the Company's Articles of Incorporation; provided that any settlement of a Proceeding be approved in writing by the Company. 4. Indemnification in Proceedings by or In the Name of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the name of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee was or is a director and/or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another enterprise, against all Expenses, judgments, fines penalties and ERISA excise taxes actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, to the fullest extent permitted by applicable corporate law and the Company's Articles of Incorporation. 5. Conclusive Presumption Regarding Standards of Conduct. The Indemnitee shall be conclusively presumed to have met the relevant standards of conduct, if any, as defined by applicable corporate law, for indemnification pursuant to this Agreement, unless a determination is made that the Indemnitee has not met such standards (i) by the Board of Directors by a majority vote of a quorum thereof consisting of directors who were not parties to the Proceeding due to which a claim is made under this Agreement, (ii) by the shareholders of the Company by majority vote of a quorum thereof consisting of shareholders who are not parties to the Proceeding due to which a claim is made under this Agreement, (iii) in a written opinion by independent counsel, selection of whom has been approved by the Indemnitee in writing, or (iv) by a court of competent jurisdiction. 6. Indemnification of Expenses of Successful Party. Notwithstanding any other provision of the Agreement, to the extent that the Indemnitee has been successful in defense of any Proceeding or in defense of any claim, issue or matter therein, on the merits or otherwise, including the dismissal of a Proceeding without prejudice or the settlement of a Proceeding 3

without an admission of liability, the Indemnitee shall be indemnified against all Expenses incurred in connection therewith to the fullest extent permitted by applicable corporate law. 7. Advances of Expenses. The Expenses incurred by the Indemnitee in any Proceeding shall be paid promptly by the Company in advance of the final disposition of the Proceeding at the written request of the Indemnitee to the fullest extent permitted by applicable corporate law; provided that the Indemnitee shall undertake in writing to repay any advances if it is ultimately determined that the Indemnitee is not entitled to indemnification. 8. Partial Indemnification. If the Indemnitee is entitled under any provision of the Agreement to indemnification by the Company for a portion of the Expenses, judgments, fines, penalties or ERISA excise taxes actually and reasonably incurred by him/her in the investigation, defense, appeal or settlement of any Proceeding but not, however, for the total amount of his/her Expenses, judgments, fines, penalties or ERISA excise taxes, the Company shall nevertheless indemnify the Indemnitee for the portion of Expenses, judgments, fines, penalties or ERISA excise taxes to which the Indemnitee is entitled. 9. Indemnification Procedure; Determination of Right to Indemnification. (a) Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof in writing. The omission to so notify the Company, however, shall not relieve it from any liability which it may have to the Indemnitee otherwise than under this Agreement. (b) If a claim for indemnification or advances under this Agreement is not paid by the Company within thirty (30) days of receipt of written notice, the rights provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. The burden of proving by clear and convincing evidence that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the directors or stockholders of the Company or its independent legal counsel to have made a determination prior to the commencement of such

without an admission of liability, the Indemnitee shall be indemnified against all Expenses incurred in connection therewith to the fullest extent permitted by applicable corporate law. 7. Advances of Expenses. The Expenses incurred by the Indemnitee in any Proceeding shall be paid promptly by the Company in advance of the final disposition of the Proceeding at the written request of the Indemnitee to the fullest extent permitted by applicable corporate law; provided that the Indemnitee shall undertake in writing to repay any advances if it is ultimately determined that the Indemnitee is not entitled to indemnification. 8. Partial Indemnification. If the Indemnitee is entitled under any provision of the Agreement to indemnification by the Company for a portion of the Expenses, judgments, fines, penalties or ERISA excise taxes actually and reasonably incurred by him/her in the investigation, defense, appeal or settlement of any Proceeding but not, however, for the total amount of his/her Expenses, judgments, fines, penalties or ERISA excise taxes, the Company shall nevertheless indemnify the Indemnitee for the portion of Expenses, judgments, fines, penalties or ERISA excise taxes to which the Indemnitee is entitled. 9. Indemnification Procedure; Determination of Right to Indemnification. (a) Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof in writing. The omission to so notify the Company, however, shall not relieve it from any liability which it may have to the Indemnitee otherwise than under this Agreement. (b) If a claim for indemnification or advances under this Agreement is not paid by the Company within thirty (30) days of receipt of written notice, the rights provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. The burden of proving by clear and convincing evidence that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the directors or stockholders of the Company or its independent legal counsel to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because the Indemnitee has met the applicable standard of conduct, if any, nor an actual 4

determination by the directors or shareholders of the Company or independent legal counsel that the Indemnitee has not met the applicable standard of conduct, shall be a defense to the action or create a presumption for the purpose of an action that the Indemnitee has not been the applicable standard of conduct. (c) The Indemnitee's Expenses incurred in connection with any Proceeding concerning his/her right to indemnification or advances in whole or part pursuant to this Agreement shall also be indemnified by the Company regardless of the outcome of such Proceeding. (d) With respect to any Proceeding for which indemnification is requested, the Company will be entitled to participate therein at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense thereof, with counsel satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of a Proceeding, the Company will not be liable to the Indemnitee for any Expenses subsequently incurred by the Indemnitee in connection with the defense thereof, other than as provided below. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent. The Indemnitee shall have the right to employee his/her counsel in any Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense of the Proceeding shall be at the expense of the Indemnitee, unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, in each of which cases the fees and expenses of the Indemnitee's counsel shall be advances by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which the Indemnitee has concluded that there may be a conflict of interest between the Company and the Indemnitee. 10. Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company:

determination by the directors or shareholders of the Company or independent legal counsel that the Indemnitee has not met the applicable standard of conduct, shall be a defense to the action or create a presumption for the purpose of an action that the Indemnitee has not been the applicable standard of conduct. (c) The Indemnitee's Expenses incurred in connection with any Proceeding concerning his/her right to indemnification or advances in whole or part pursuant to this Agreement shall also be indemnified by the Company regardless of the outcome of such Proceeding. (d) With respect to any Proceeding for which indemnification is requested, the Company will be entitled to participate therein at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense thereof, with counsel satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of a Proceeding, the Company will not be liable to the Indemnitee for any Expenses subsequently incurred by the Indemnitee in connection with the defense thereof, other than as provided below. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent. The Indemnitee shall have the right to employee his/her counsel in any Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense of the Proceeding shall be at the expense of the Indemnitee, unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, in each of which cases the fees and expenses of the Indemnitee's counsel shall be advances by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which the Indemnitee has concluded that there may be a conflict of interest between the Company and the Indemnitee. 10. Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee expenses with respect to Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except 5

with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable corporate law, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgment, fines, penalties or ERISA excise taxes sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgment, fines, and/or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law; and (d) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. 11. Maintenance of Liability Insurance. (a) The Company hereby covenants and agrees that, as long as the Indemnitee continues to serve as a director and/or officer of the Company and thereafter as long as the Indemnitee may be subject to any possible Proceeding, the Company, subject to subsection (c), shall promptly obtain and maintain in full force and effect directors' and officers' liability insurance ("D&O Insurance") in reasonable amounts from established and reputable insurers. (b) In all D&O insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the

with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable corporate law, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgment, fines, penalties or ERISA excise taxes sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgment, fines, and/or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law; and (d) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. 11. Maintenance of Liability Insurance. (a) The Company hereby covenants and agrees that, as long as the Indemnitee continues to serve as a director and/or officer of the Company and thereafter as long as the Indemnitee may be subject to any possible Proceeding, the Company, subject to subsection (c), shall promptly obtain and maintain in full force and effect directors' and officers' liability insurance ("D&O Insurance") in reasonable amounts from established and reputable insurers. (b) In all D&O insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors and/or officers. (c) Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O Insurance if the Company determines, in its sole discretion, that such insurance is not reasonably available, the premium costs for such insurance is so limited by exclusions that it provides an insufficient benefit, or the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company. 6

12. Indemnification Hereunder Not Exclusive. The indemnification provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under the Articles of Incorporation, Bylaws, any agreement, vote of shareholders or disinterested directors, provision of applicable corporate law, or otherwise, both as to action in his/her official capacity and as to action in another capacity on behalf of the Company while holding such office. 13. Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of the Indemnitee and his/her heirs, executors, administrators and assigns, whether or not Indemnitee has ceased to be a director or officer, and the Company and its successors and assigns. 14. Severability. Each and every paragraph, sentence, term and provision hereof is separate and distinct so that if any paragraph, sentence, term or provision hereof shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of any other paragraph, sentence, term or provision hereof. To the extent required, any paragraph, sentence, term or provision of this Agreement shall be modified by a court of competent jurisdiction to preserve its validity and to provide the Indemnitee with the broadest possible indemnification permitted under applicable corporate law. 15. Savings Clause. If this Agreement or any paragraph, sentence, term or provision hereof is invalidated on any ground by any court of competent jurisdiction, the Company shall nevertheless indemnify the Indemnitee as to any Expenses, judgments, fines, penalties for ERISA excise taxes incurred with respect to any Proceeding to the full extent permitted by any applicable paragraph, sentence, term or provision of this Agreement that has not been

12. Indemnification Hereunder Not Exclusive. The indemnification provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under the Articles of Incorporation, Bylaws, any agreement, vote of shareholders or disinterested directors, provision of applicable corporate law, or otherwise, both as to action in his/her official capacity and as to action in another capacity on behalf of the Company while holding such office. 13. Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of the Indemnitee and his/her heirs, executors, administrators and assigns, whether or not Indemnitee has ceased to be a director or officer, and the Company and its successors and assigns. 14. Severability. Each and every paragraph, sentence, term and provision hereof is separate and distinct so that if any paragraph, sentence, term or provision hereof shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of any other paragraph, sentence, term or provision hereof. To the extent required, any paragraph, sentence, term or provision of this Agreement shall be modified by a court of competent jurisdiction to preserve its validity and to provide the Indemnitee with the broadest possible indemnification permitted under applicable corporate law. 15. Savings Clause. If this Agreement or any paragraph, sentence, term or provision hereof is invalidated on any ground by any court of competent jurisdiction, the Company shall nevertheless indemnify the Indemnitee as to any Expenses, judgments, fines, penalties for ERISA excise taxes incurred with respect to any Proceeding to the full extent permitted by any applicable paragraph, sentence, term or provision of this Agreement that has not been invalidated or by any other applicable provision of applicable corporate law. 16. Interpretation; Governing Law. This Agreement shall be construed as a whole and in accordance with its fair meaning. Headings are for convenience only and shall not be used in construing meaning. This Agreement shall be governed and interpreted in accordance with the laws of the State of Delaware. 17. Amendments. No amendment, waiver, modification, termination or cancellation of this 7

Agreement shall be effective unless in writing signed by the party against whom enforcement is sought. The indemnification rights afforded to the Indemnitee hereby are contract rights and may not be diminished, eliminated or otherwise affected by amendments to the Articles of Incorporation, Bylaws, or by other agreements, including D&O Insurance policies. 18. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each party and delivered to the other. 19. Notices. Any notice required to be given under this Agreement shall be directed: TO: Arcturus Ventures, Inc. 77 Memorial Highway Suite 101 Atlantic Highlands, NJ 07716 With a copy to: Andrea Cataneo, Esq. 12 South Third Avenue Mine Hill, NJ 07803 TO: Matthew Troster 1 Central Ave Unit 1 Atlantic Highlands, NJ 07716 or to such other address as either shall designate in writing.

Agreement shall be effective unless in writing signed by the party against whom enforcement is sought. The indemnification rights afforded to the Indemnitee hereby are contract rights and may not be diminished, eliminated or otherwise affected by amendments to the Articles of Incorporation, Bylaws, or by other agreements, including D&O Insurance policies. 18. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each party and delivered to the other. 19. Notices. Any notice required to be given under this Agreement shall be directed: TO: Arcturus Ventures, Inc. 77 Memorial Highway Suite 101 Atlantic Highlands, NJ 07716 With a copy to: Andrea Cataneo, Esq. 12 South Third Avenue Mine Hill, NJ 07803 TO: Matthew Troster 1 Central Ave Unit 1 Atlantic Highlands, NJ 07716 or to such other address as either shall designate in writing. IN WITNESS WHEREOF, the parties have executed this Indemnity Agreement as of the date first written above. INDEMNITEE:
/s/ Matthew Troster ---------------------Matthew Troster By: /s/ Manuel E. Iglesias ---------------------Manuel Iglesias, Secretary

8

INDEMNITY AGREEMENT This Indemnity Agreement ("Agreement") is made as of May 1, 2000, by and between Arcturus Ventures, Inc., a Nevada corporation ("Company"), and Manuel Iglesias ("Indemnitee"), a director and/or officer or key executive, employee or consultant of the Company, or a person serving at the request of the Company as a director, officer, employee or agent of another enterprise. RECITALS A. The Indemnitee is currently serving or has agreed to serve as a director and/or officer of the Company and in such capacity has rendered and/or will render valuable services to the Company. B. The Company has investigated the availability and sufficiency of liability insurance and applicable statutory indemnification provisions to provide its directors and officers with adequate protection against various legal risks and potential liabilities to which such individuals are subject due to their positions with the Company and has concluded that such insurance may be unavailable or too costly, and even if purchased it, and the statutory provisions, may provide inadequate and unacceptable protection to certain individuals requested to serve as its

INDEMNITY AGREEMENT This Indemnity Agreement ("Agreement") is made as of May 1, 2000, by and between Arcturus Ventures, Inc., a Nevada corporation ("Company"), and Manuel Iglesias ("Indemnitee"), a director and/or officer or key executive, employee or consultant of the Company, or a person serving at the request of the Company as a director, officer, employee or agent of another enterprise. RECITALS A. The Indemnitee is currently serving or has agreed to serve as a director and/or officer of the Company and in such capacity has rendered and/or will render valuable services to the Company. B. The Company has investigated the availability and sufficiency of liability insurance and applicable statutory indemnification provisions to provide its directors and officers with adequate protection against various legal risks and potential liabilities to which such individuals are subject due to their positions with the Company and has concluded that such insurance may be unavailable or too costly, and even if purchased it, and the statutory provisions, may provide inadequate and unacceptable protection to certain individuals requested to serve as its directors and/or officers. C. It is essential to the Company that it attract and retain as officers and directors the most capable persons available and in order to induce and encourage highly experienced and capable persons such as the Indemnitee to serve or continue to serve as a director and/or officer of the Company, the Board of Directors has determined, after due consideration and investigation of the terms and provisions of the Agreement and the various other options available to the Company and the Indemnitee in lieu hereof, that this Agreement is not only reasonable and prudent but necessary to promote and ensure the best interests of the Company and its stockholders. NOW, THEREFORE, in consideration of the services or continued services of the Indemnitee and in order to induce the Indemnitee to serve or continue to serve as director and/or officer, the Company and the Indemnitee do hereby agree as follows: 1. Definitions. As used in this Agreement: 1

(a) The term "Proceeding" shall include any threatened, pending or completed inquiry, hearing, investigation, action, suit, arbitration or other alternative dispute resolution mechanism or proceeding, formal or informal, whether brought in the name of the Company or otherwise and whether of a civil, criminal or administrative or investigative nature, by reason of the fact that the Indemnitee is or was a director and/or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another enterprise, whether or not he/she is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement is to be provided under this Agreement. (b) The term "Expenses" includes, without limitation: attorneys' fees, costs, disbursements and retainers; accounting and witness fees; fees of experts; travel and deposition costs; transcript costs, filing fees, telephone charges, postage, copying costs, delivery service fees and other expenses and obligations of any nature whatsoever paid or incurred in connection with any investigations, judicial or administrative proceedings and appeals, amounts paid in settlement by or on behalf of Indemnitee, and any expenses of establishing a right to indemnification, pursuant to this Agreement or otherwise, including reasonable compensation for time spent by the Indemnitee in connection with the investigation, defense or appeal of a Proceeding or action for indemnification for which he/she is not otherwise compensated by the Company or any third party. The term "Expenses" does not include the amount of judgments, fines, penalties or ERISA excise taxes actually levied against the Indemnitee. 2. Agreement to Serve. The Indemnitee agrees to serve or to continue to serve as a director and/or officer of the Company for so long as he/she is duly elected or appointed or until such time as he/she tenders his/her resignation in writing or is removed as a director and/or officer. However, nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the employ of the Company, any subsidiary or any

(a) The term "Proceeding" shall include any threatened, pending or completed inquiry, hearing, investigation, action, suit, arbitration or other alternative dispute resolution mechanism or proceeding, formal or informal, whether brought in the name of the Company or otherwise and whether of a civil, criminal or administrative or investigative nature, by reason of the fact that the Indemnitee is or was a director and/or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another enterprise, whether or not he/she is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement is to be provided under this Agreement. (b) The term "Expenses" includes, without limitation: attorneys' fees, costs, disbursements and retainers; accounting and witness fees; fees of experts; travel and deposition costs; transcript costs, filing fees, telephone charges, postage, copying costs, delivery service fees and other expenses and obligations of any nature whatsoever paid or incurred in connection with any investigations, judicial or administrative proceedings and appeals, amounts paid in settlement by or on behalf of Indemnitee, and any expenses of establishing a right to indemnification, pursuant to this Agreement or otherwise, including reasonable compensation for time spent by the Indemnitee in connection with the investigation, defense or appeal of a Proceeding or action for indemnification for which he/she is not otherwise compensated by the Company or any third party. The term "Expenses" does not include the amount of judgments, fines, penalties or ERISA excise taxes actually levied against the Indemnitee. 2. Agreement to Serve. The Indemnitee agrees to serve or to continue to serve as a director and/or officer of the Company for so long as he/she is duly elected or appointed or until such time as he/she tenders his/her resignation in writing or is removed as a director and/or officer. However, nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the employ of the Company, any subsidiary or any other person. 3. Indemnification in Third Party Actions. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding (other that a Proceeding by or in the name of the Company to procure a judgment in its favor), by reason of the fact that the Indemnitee is or was a director and/or officer of the Company, or is or was serving at the request of the Company as a director, 2

officer, employee or agent of another enterprise, against all Expenses, judgments, fines, penalties and ERISA excise taxes actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, to the fullest extent permitted by applicable corporate law and the Company's Articles of Incorporation; provided that any settlement of a Proceeding be approved in writing by the Company. 4. Indemnification in Proceedings by or In the Name of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the name of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee was or is a director and/or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another enterprise, against all Expenses, judgments, fines penalties and ERISA excise taxes actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, to the fullest extent permitted by applicable corporate law and the Company's Articles of Incorporation. 5. Conclusive Presumption Regarding Standards of Conduct. The Indemnitee shall be conclusively presumed to have met the relevant standards of conduct, if any, as defined by applicable corporate law, for indemnification pursuant to this Agreement, unless a determination is made that the Indemnitee has not met such standards (i) by the Board of Directors by a majority vote of a quorum thereof consisting of directors who were not parties to the Proceeding due to which a claim is made under this Agreement, (ii) by the shareholders of the Company by majority vote of a quorum thereof consisting of shareholders who are not parties to the Proceeding due to which a claim is made under this Agreement, (iii) in a written opinion by independent counsel, selection of whom has been approved by the Indemnitee in writing, or (iv) by a court of competent jurisdiction. 6. Indemnification of Expenses of Successful Party. Notwithstanding any other provision of the Agreement, to the

officer, employee or agent of another enterprise, against all Expenses, judgments, fines, penalties and ERISA excise taxes actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, to the fullest extent permitted by applicable corporate law and the Company's Articles of Incorporation; provided that any settlement of a Proceeding be approved in writing by the Company. 4. Indemnification in Proceedings by or In the Name of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the name of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee was or is a director and/or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another enterprise, against all Expenses, judgments, fines penalties and ERISA excise taxes actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, to the fullest extent permitted by applicable corporate law and the Company's Articles of Incorporation. 5. Conclusive Presumption Regarding Standards of Conduct. The Indemnitee shall be conclusively presumed to have met the relevant standards of conduct, if any, as defined by applicable corporate law, for indemnification pursuant to this Agreement, unless a determination is made that the Indemnitee has not met such standards (i) by the Board of Directors by a majority vote of a quorum thereof consisting of directors who were not parties to the Proceeding due to which a claim is made under this Agreement, (ii) by the shareholders of the Company by majority vote of a quorum thereof consisting of shareholders who are not parties to the Proceeding due to which a claim is made under this Agreement, (iii) in a written opinion by independent counsel, selection of whom has been approved by the Indemnitee in writing, or (iv) by a court of competent jurisdiction. 6. Indemnification of Expenses of Successful Party. Notwithstanding any other provision of the Agreement, to the extent that the Indemnitee has been successful in defense of any Proceeding or in defense of any claim, issue or matter therein, on the merits or otherwise, including the dismissal of a Proceeding without prejudice or the settlement of a Proceeding 3

without an admission of liability, the Indemnitee shall be indemnified against all Expenses incurred in connection therewith to the fullest extent permitted by applicable corporate law. 7. Advances of Expenses. The Expenses incurred by the Indemnitee in any Proceeding shall be paid promptly by the Company in advance of the final disposition of the Proceeding at the written request of the Indemnitee to the fullest extent permitted by applicable corporate law; provided that the Indemnitee shall undertake in writing to repay any advances if it is ultimately determined that the Indemnitee is not entitled to indemnification. 8. Partial Indemnification. If the Indemnitee is entitled under any provision of the Agreement to indemnification by the Company for a portion of the Expenses, judgments, fines, penalties or ERISA excise taxes actually and reasonably incurred by him/her in the investigation, defense, appeal or settlement of any Proceeding but not, however, for the total amount of his/her Expenses, judgments, fines, penalties or ERISA excise taxes, the Company shall nevertheless indemnify the Indemnitee for the portion of Expenses, judgments, fines, penalties or ERISA excise taxes to which the Indemnitee is entitled. 9. Indemnification Procedure; Determination of Right to Indemnification. (a) Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof in writing. The omission to so notify the Company, however, shall not relieve it from any liability which it may have to the Indemnitee otherwise than under this Agreement. (b) If a claim for indemnification or advances under this Agreement is not paid by the Company within thirty (30) days of receipt of written notice, the rights provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. The burden of proving by clear and convincing evidence that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the directors or stockholders of the Company or its independent legal counsel to have made a determination prior to the commencement of such

without an admission of liability, the Indemnitee shall be indemnified against all Expenses incurred in connection therewith to the fullest extent permitted by applicable corporate law. 7. Advances of Expenses. The Expenses incurred by the Indemnitee in any Proceeding shall be paid promptly by the Company in advance of the final disposition of the Proceeding at the written request of the Indemnitee to the fullest extent permitted by applicable corporate law; provided that the Indemnitee shall undertake in writing to repay any advances if it is ultimately determined that the Indemnitee is not entitled to indemnification. 8. Partial Indemnification. If the Indemnitee is entitled under any provision of the Agreement to indemnification by the Company for a portion of the Expenses, judgments, fines, penalties or ERISA excise taxes actually and reasonably incurred by him/her in the investigation, defense, appeal or settlement of any Proceeding but not, however, for the total amount of his/her Expenses, judgments, fines, penalties or ERISA excise taxes, the Company shall nevertheless indemnify the Indemnitee for the portion of Expenses, judgments, fines, penalties or ERISA excise taxes to which the Indemnitee is entitled. 9. Indemnification Procedure; Determination of Right to Indemnification. (a) Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof in writing. The omission to so notify the Company, however, shall not relieve it from any liability which it may have to the Indemnitee otherwise than under this Agreement. (b) If a claim for indemnification or advances under this Agreement is not paid by the Company within thirty (30) days of receipt of written notice, the rights provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. The burden of proving by clear and convincing evidence that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the directors or stockholders of the Company or its independent legal counsel to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because the Indemnitee has met the applicable standard of conduct, if any, nor an actual 4

determination by the directors or shareholders of the Company or independent legal counsel that the Indemnitee has not met the applicable standard of conduct, shall be a defense to the action or create a presumption for the purpose of an action that the Indemnitee has not been the applicable standard of conduct. (c) The Indemnitee's Expenses incurred in connection with any Proceeding concerning his/her right to indemnification or advances in whole or part pursuant to this Agreement shall also be indemnified by the Company regardless of the outcome of such Proceeding. (d) With respect to any Proceeding for which indemnification is requested, the Company will be entitled to participate therein at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense thereof, with counsel satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of a Proceeding, the Company will not be liable to the Indemnitee for any Expenses subsequently incurred by the Indemnitee in connection with the defense thereof, other than as provided below. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent. The Indemnitee shall have the right to employee his/her counsel in any Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense of the Proceeding shall be at the expense of the Indemnitee, unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, in each of which cases the fees and expenses of the Indemnitee's counsel shall be advances by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which the Indemnitee has concluded that there may be a conflict of interest between the Company and the Indemnitee. 10. Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company:

determination by the directors or shareholders of the Company or independent legal counsel that the Indemnitee has not met the applicable standard of conduct, shall be a defense to the action or create a presumption for the purpose of an action that the Indemnitee has not been the applicable standard of conduct. (c) The Indemnitee's Expenses incurred in connection with any Proceeding concerning his/her right to indemnification or advances in whole or part pursuant to this Agreement shall also be indemnified by the Company regardless of the outcome of such Proceeding. (d) With respect to any Proceeding for which indemnification is requested, the Company will be entitled to participate therein at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense thereof, with counsel satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of a Proceeding, the Company will not be liable to the Indemnitee for any Expenses subsequently incurred by the Indemnitee in connection with the defense thereof, other than as provided below. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent. The Indemnitee shall have the right to employee his/her counsel in any Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense of the Proceeding shall be at the expense of the Indemnitee, unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, in each of which cases the fees and expenses of the Indemnitee's counsel shall be advances by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which the Indemnitee has concluded that there may be a conflict of interest between the Company and the Indemnitee. 10. Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee expenses with respect to Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except 5

with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable corporate law, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgment, fines, penalties or ERISA excise taxes sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgment, fines, and/or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law; and (d) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. 11. Maintenance of Liability Insurance. (a) The Company hereby covenants and agrees that, as long as the Indemnitee continues to serve as a director and/or officer of the Company and thereafter as long as the Indemnitee may be subject to any possible Proceeding, the Company, subject to subsection (c), shall promptly obtain and maintain in full force and effect directors' and officers' liability insurance ("D&O Insurance") in reasonable amounts from established and reputable insurers. (b) In all D&O insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the

with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable corporate law, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgment, fines, penalties or ERISA excise taxes sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgment, fines, and/or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law; and (d) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. 11. Maintenance of Liability Insurance. (a) The Company hereby covenants and agrees that, as long as the Indemnitee continues to serve as a director and/or officer of the Company and thereafter as long as the Indemnitee may be subject to any possible Proceeding, the Company, subject to subsection (c), shall promptly obtain and maintain in full force and effect directors' and officers' liability insurance ("D&O Insurance") in reasonable amounts from established and reputable insurers. (b) In all D&O insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors and/or officers. (c) Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O Insurance if the Company determines, in its sole discretion, that such insurance is not reasonably available, the premium costs for such insurance is so limited by exclusions that it provides an insufficient benefit, or the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company. 6

12. Indemnification Hereunder Not Exclusive. The indemnification provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under the Articles of Incorporation, Bylaws, any agreement, vote of shareholders or disinterested directors, provision of applicable corporate law, or otherwise, both as to action in his/her official capacity and as to action in another capacity on behalf of the Company while holding such office. 13. Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of the Indemnitee and his/her heirs, executors, administrators and assigns, whether or not Indemnitee has ceased to be a director or officer, and the Company and its successors and assigns. 14. Severability. Each and every paragraph, sentence, term and provision hereof is separate and distinct so that if any paragraph, sentence, term or provision hereof shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of any other paragraph, sentence, term or provision hereof. To the extent required, any paragraph, sentence, term or provision of this Agreement shall be modified by a court of competent jurisdiction to preserve its validity and to provide the Indemnitee with the broadest possible indemnification permitted under applicable corporate law. 15. Savings Clause. If this Agreement or any paragraph, sentence, term or provision hereof is invalidated on any ground by any court of competent jurisdiction, the Company shall nevertheless indemnify the Indemnitee as to any Expenses, judgments, fines, penalties for ERISA excise taxes incurred with respect to any Proceeding to the full extent permitted by any applicable paragraph, sentence, term or provision of this Agreement that has not been

12. Indemnification Hereunder Not Exclusive. The indemnification provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under the Articles of Incorporation, Bylaws, any agreement, vote of shareholders or disinterested directors, provision of applicable corporate law, or otherwise, both as to action in his/her official capacity and as to action in another capacity on behalf of the Company while holding such office. 13. Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of the Indemnitee and his/her heirs, executors, administrators and assigns, whether or not Indemnitee has ceased to be a director or officer, and the Company and its successors and assigns. 14. Severability. Each and every paragraph, sentence, term and provision hereof is separate and distinct so that if any paragraph, sentence, term or provision hereof shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of any other paragraph, sentence, term or provision hereof. To the extent required, any paragraph, sentence, term or provision of this Agreement shall be modified by a court of competent jurisdiction to preserve its validity and to provide the Indemnitee with the broadest possible indemnification permitted under applicable corporate law. 15. Savings Clause. If this Agreement or any paragraph, sentence, term or provision hereof is invalidated on any ground by any court of competent jurisdiction, the Company shall nevertheless indemnify the Indemnitee as to any Expenses, judgments, fines, penalties for ERISA excise taxes incurred with respect to any Proceeding to the full extent permitted by any applicable paragraph, sentence, term or provision of this Agreement that has not been invalidated or by any other applicable provision of applicable corporate law. 16. Interpretation; Governing Law. This Agreement shall be construed as a whole and in accordance with its fair meaning. Headings are for convenience only and shall not be used in construing meaning. This Agreement shall be governed and interpreted in accordance with the laws of the State of Delaware. 17. Amendments. No amendment, waiver, modification, termination or cancellation of this 7

Agreement shall be effective unless in writing signed by the party against whom enforcement is sought. The indemnification rights afforded to the Indemnitee hereby are contract rights and may not be diminished, eliminated or otherwise affected by amendments to the Articles of Incorporation, Bylaws, or by other agreements, including D&O Insurance policies. 18. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each party and delivered to the other. 19. Notices. Any notice required to be given under this Agreement shall be directed: TO: Arcturus Ventures, Inc. 77 Memorial Highway Suite 101 Atlantic Highlands, NJ 07716 With a copy to: Andrea Cataneo, Esq. 12 South Third Avenue Mine Hill, NJ 07803 TO: Manuel Iglesias 12300 Old Cutler Road Miami, FL 33156 or to such other address as either shall designate in writing. IN WITNESS WHEREOF, the parties have executed this Indemnity Agreement as of the date first written

Agreement shall be effective unless in writing signed by the party against whom enforcement is sought. The indemnification rights afforded to the Indemnitee hereby are contract rights and may not be diminished, eliminated or otherwise affected by amendments to the Articles of Incorporation, Bylaws, or by other agreements, including D&O Insurance policies. 18. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each party and delivered to the other. 19. Notices. Any notice required to be given under this Agreement shall be directed: TO: Arcturus Ventures, Inc. 77 Memorial Highway Suite 101 Atlantic Highlands, NJ 07716 With a copy to: Andrea Cataneo, Esq. 12 South Third Avenue Mine Hill, NJ 07803 TO: Manuel Iglesias 12300 Old Cutler Road Miami, FL 33156 or to such other address as either shall designate in writing. IN WITNESS WHEREOF, the parties have executed this Indemnity Agreement as of the date first written above. INDEMNITEE:
/s/ Manuel E. Iglesias ---------------------Manuel E. Iglesias By: /s/ Matthew Troster ---------------------Matthew Troster, President

8

INDEMNITY AGREEMENT This Indemnity Agreement ("Agreement") is made as of May 1, 2000, by and between Arcturus Ventures, Inc., a Nevada corporation ("Company"), and E. Terry Jaramillo ("Indemnitee"), a director and/or officer or key executive, employee or consultant of the Company, or a person serving at the request of the Company as a director, officer, employee or agent of another enterprise. RECITALS A. The Indemnitee is currently serving or has agreed to serve as a director and/or officer of the Company and in such capacity has rendered and/or will render valuable services to the Company. B. The Company has investigated the availability and sufficiency of liability insurance and applicable statutory indemnification provisions to provide its directors and officers with adequate protection against various legal risks and potential liabilities to which such individuals are subject due to their positions with the Company and has concluded that such insurance may be unavailable or too costly, and even if purchased it, and the statutory provisions, may provide inadequate and unacceptable protection to certain individuals requested to serve as its directors and/or officers.

INDEMNITY AGREEMENT This Indemnity Agreement ("Agreement") is made as of May 1, 2000, by and between Arcturus Ventures, Inc., a Nevada corporation ("Company"), and E. Terry Jaramillo ("Indemnitee"), a director and/or officer or key executive, employee or consultant of the Company, or a person serving at the request of the Company as a director, officer, employee or agent of another enterprise. RECITALS A. The Indemnitee is currently serving or has agreed to serve as a director and/or officer of the Company and in such capacity has rendered and/or will render valuable services to the Company. B. The Company has investigated the availability and sufficiency of liability insurance and applicable statutory indemnification provisions to provide its directors and officers with adequate protection against various legal risks and potential liabilities to which such individuals are subject due to their positions with the Company and has concluded that such insurance may be unavailable or too costly, and even if purchased it, and the statutory provisions, may provide inadequate and unacceptable protection to certain individuals requested to serve as its directors and/or officers. C. It is essential to the Company that it attract and retain as officers and directors the most capable persons available and in order to induce and encourage highly experienced and capable persons such as the Indemnitee to serve or continue to serve as a director and/or officer of the Company, the Board of Directors has determined, after due consideration and investigation of the terms and provisions of the Agreement and the various other options available to the Company and the Indemnitee in lieu hereof, that this Agreement is not only reasonable and prudent but necessary to promote and ensure the best interests of the Company and its stockholders. NOW, THEREFORE, in consideration of the services or continued services of the Indemnitee and in order to induce the Indemnitee to serve or continue to serve as director and/or officer, the Company and the Indemnitee do hereby agree as follows: 1. Definitions. As used in this Agreement: 1

(a) The term "Proceeding" shall include any threatened, pending or completed inquiry, hearing, investigation, action, suit, arbitration or other alternative dispute resolution mechanism or proceeding, formal or informal, whether brought in the name of the Company or otherwise and whether of a civil, criminal or administrative or investigative nature, by reason of the fact that the Indemnitee is or was a director and/or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another enterprise, whether or not he/she is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement is to be provided under this Agreement. (b) The term "Expenses" includes, without limitation: attorneys' fees, costs, disbursements and retainers; accounting and witness fees; fees of experts; travel and deposition costs; transcript costs, filing fees, telephone charges, postage, copying costs, delivery service fees and other expenses and obligations of any nature whatsoever paid or incurred in connection with any investigations, judicial or administrative proceedings and appeals, amounts paid in settlement by or on behalf of Indemnitee, and any expenses of establishing a right to indemnification, pursuant to this Agreement or otherwise, including reasonable compensation for time spent by the Indemnitee in connection with the investigation, defense or appeal of a Proceeding or action for indemnification for which he/she is not otherwise compensated by the Company or any third party. The term "Expenses" does not include the amount of judgments, fines, penalties or ERISA excise taxes actually levied against the Indemnitee. 2. Agreement to Serve. The Indemnitee agrees to serve or to continue to serve as a director and/or officer of the Company for so long as he/she is duly elected or appointed or until such time as he/she tenders his/her resignation in writing or is removed as a director and/or officer. However, nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the employ of the Company, any subsidiary or any

(a) The term "Proceeding" shall include any threatened, pending or completed inquiry, hearing, investigation, action, suit, arbitration or other alternative dispute resolution mechanism or proceeding, formal or informal, whether brought in the name of the Company or otherwise and whether of a civil, criminal or administrative or investigative nature, by reason of the fact that the Indemnitee is or was a director and/or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another enterprise, whether or not he/she is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement is to be provided under this Agreement. (b) The term "Expenses" includes, without limitation: attorneys' fees, costs, disbursements and retainers; accounting and witness fees; fees of experts; travel and deposition costs; transcript costs, filing fees, telephone charges, postage, copying costs, delivery service fees and other expenses and obligations of any nature whatsoever paid or incurred in connection with any investigations, judicial or administrative proceedings and appeals, amounts paid in settlement by or on behalf of Indemnitee, and any expenses of establishing a right to indemnification, pursuant to this Agreement or otherwise, including reasonable compensation for time spent by the Indemnitee in connection with the investigation, defense or appeal of a Proceeding or action for indemnification for which he/she is not otherwise compensated by the Company or any third party. The term "Expenses" does not include the amount of judgments, fines, penalties or ERISA excise taxes actually levied against the Indemnitee. 2. Agreement to Serve. The Indemnitee agrees to serve or to continue to serve as a director and/or officer of the Company for so long as he/she is duly elected or appointed or until such time as he/she tenders his/her resignation in writing or is removed as a director and/or officer. However, nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the employ of the Company, any subsidiary or any other person. 3. Indemnification in Third Party Actions. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding (other that a Proceeding by or in the name of the Company to procure a judgment in its favor), by reason of the fact that the Indemnitee is or was a director and/or officer of the Company, or is or was serving at the request of the Company as a director, 2

officer, employee or agent of another enterprise, against all Expenses, judgments, fines, penalties and ERISA excise taxes actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, to the fullest extent permitted by applicable corporate law and the Company's Articles of Incorporation; provided that any settlement of a Proceeding be approved in writing by the Company. 4. Indemnification in Proceedings by or In the Name of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the name of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee was or is a director and/or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another enterprise, against all Expenses, judgments, fines penalties and ERISA excise taxes actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, to the fullest extent permitted by applicable corporate law and the Company's Articles of Incorporation. 5. Conclusive Presumption Regarding Standards of Conduct. The Indemnitee shall be conclusively presumed to have met the relevant standards of conduct, if any, as defined by applicable corporate law, for indemnification pursuant to this Agreement, unless a determination is made that the Indemnitee has not met such standards (i) by the Board of Directors by a majority vote of a quorum thereof consisting of directors who were not parties to the Proceeding due to which a claim is made under this Agreement, (ii) by the shareholders of the Company by majority vote of a quorum thereof consisting of shareholders who are not parties to the Proceeding due to which a claim is made under this Agreement, (iii) in a written opinion by independent counsel, selection of whom has been approved by the Indemnitee in writing, or (iv) by a court of competent jurisdiction. 6. Indemnification of Expenses of Successful Party. Notwithstanding any other provision of the Agreement, to the

officer, employee or agent of another enterprise, against all Expenses, judgments, fines, penalties and ERISA excise taxes actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, to the fullest extent permitted by applicable corporate law and the Company's Articles of Incorporation; provided that any settlement of a Proceeding be approved in writing by the Company. 4. Indemnification in Proceedings by or In the Name of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the name of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee was or is a director and/or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another enterprise, against all Expenses, judgments, fines penalties and ERISA excise taxes actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, to the fullest extent permitted by applicable corporate law and the Company's Articles of Incorporation. 5. Conclusive Presumption Regarding Standards of Conduct. The Indemnitee shall be conclusively presumed to have met the relevant standards of conduct, if any, as defined by applicable corporate law, for indemnification pursuant to this Agreement, unless a determination is made that the Indemnitee has not met such standards (i) by the Board of Directors by a majority vote of a quorum thereof consisting of directors who were not parties to the Proceeding due to which a claim is made under this Agreement, (ii) by the shareholders of the Company by majority vote of a quorum thereof consisting of shareholders who are not parties to the Proceeding due to which a claim is made under this Agreement, (iii) in a written opinion by independent counsel, selection of whom has been approved by the Indemnitee in writing, or (iv) by a court of competent jurisdiction. 6. Indemnification of Expenses of Successful Party. Notwithstanding any other provision of the Agreement, to the extent that the Indemnitee has been successful in defense of any Proceeding or in defense of any claim, issue or matter therein, on the merits or otherwise, including the dismissal of a Proceeding without prejudice or the settlement of a Proceeding 3

without an admission of liability, the Indemnitee shall be indemnified against all Expenses incurred in connection therewith to the fullest extent permitted by applicable corporate law. 7. Advances of Expenses. The Expenses incurred by the Indemnitee in any Proceeding shall be paid promptly by the Company in advance of the final disposition of the Proceeding at the written request of the Indemnitee to the fullest extent permitted by applicable corporate law; provided that the Indemnitee shall undertake in writing to repay any advances if it is ultimately determined that the Indemnitee is not entitled to indemnification. 8. Partial Indemnification. If the Indemnitee is entitled under any provision of the Agreement to indemnification by the Company for a portion of the Expenses, judgments, fines, penalties or ERISA excise taxes actually and reasonably incurred by him/her in the investigation, defense, appeal or settlement of any Proceeding but not, however, for the total amount of his/her Expenses, judgments, fines, penalties or ERISA excise taxes, the Company shall nevertheless indemnify the Indemnitee for the portion of Expenses, judgments, fines, penalties or ERISA excise taxes to which the Indemnitee is entitled. 9. Indemnification Procedure; Determination of Right to Indemnification. (a) Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof in writing. The omission to so notify the Company, however, shall not relieve it from any liability which it may have to the Indemnitee otherwise than under this Agreement. (b) If a claim for indemnification or advances under this Agreement is not paid by the Company within thirty (30) days of receipt of written notice, the rights provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. The burden of proving by clear and convincing evidence that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the directors or stockholders of the Company or its independent legal counsel to have made a determination prior to the commencement of such

without an admission of liability, the Indemnitee shall be indemnified against all Expenses incurred in connection therewith to the fullest extent permitted by applicable corporate law. 7. Advances of Expenses. The Expenses incurred by the Indemnitee in any Proceeding shall be paid promptly by the Company in advance of the final disposition of the Proceeding at the written request of the Indemnitee to the fullest extent permitted by applicable corporate law; provided that the Indemnitee shall undertake in writing to repay any advances if it is ultimately determined that the Indemnitee is not entitled to indemnification. 8. Partial Indemnification. If the Indemnitee is entitled under any provision of the Agreement to indemnification by the Company for a portion of the Expenses, judgments, fines, penalties or ERISA excise taxes actually and reasonably incurred by him/her in the investigation, defense, appeal or settlement of any Proceeding but not, however, for the total amount of his/her Expenses, judgments, fines, penalties or ERISA excise taxes, the Company shall nevertheless indemnify the Indemnitee for the portion of Expenses, judgments, fines, penalties or ERISA excise taxes to which the Indemnitee is entitled. 9. Indemnification Procedure; Determination of Right to Indemnification. (a) Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof in writing. The omission to so notify the Company, however, shall not relieve it from any liability which it may have to the Indemnitee otherwise than under this Agreement. (b) If a claim for indemnification or advances under this Agreement is not paid by the Company within thirty (30) days of receipt of written notice, the rights provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. The burden of proving by clear and convincing evidence that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the directors or stockholders of the Company or its independent legal counsel to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because the Indemnitee has met the applicable standard of conduct, if any, nor an actual 4

determination by the directors or shareholders of the Company or independent legal counsel that the Indemnitee has not met the applicable standard of conduct, shall be a defense to the action or create a presumption for the purpose of an action that the Indemnitee has not been the applicable standard of conduct. (c) The Indemnitee's Expenses incurred in connection with any Proceeding concerning his/her right to indemnification or advances in whole or part pursuant to this Agreement shall also be indemnified by the Company regardless of the outcome of such Proceeding. (d) With respect to any Proceeding for which indemnification is requested, the Company will be entitled to participate therein at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense thereof, with counsel satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of a Proceeding, the Company will not be liable to the Indemnitee for any Expenses subsequently incurred by the Indemnitee in connection with the defense thereof, other than as provided below. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent. The Indemnitee shall have the right to employee his/her counsel in any Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense of the Proceeding shall be at the expense of the Indemnitee, unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, in each of which cases the fees and expenses of the Indemnitee's counsel shall be advances by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which the Indemnitee has concluded that there may be a conflict of interest between the Company and the Indemnitee. 10. Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company:

determination by the directors or shareholders of the Company or independent legal counsel that the Indemnitee has not met the applicable standard of conduct, shall be a defense to the action or create a presumption for the purpose of an action that the Indemnitee has not been the applicable standard of conduct. (c) The Indemnitee's Expenses incurred in connection with any Proceeding concerning his/her right to indemnification or advances in whole or part pursuant to this Agreement shall also be indemnified by the Company regardless of the outcome of such Proceeding. (d) With respect to any Proceeding for which indemnification is requested, the Company will be entitled to participate therein at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense thereof, with counsel satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of a Proceeding, the Company will not be liable to the Indemnitee for any Expenses subsequently incurred by the Indemnitee in connection with the defense thereof, other than as provided below. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent. The Indemnitee shall have the right to employee his/her counsel in any Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense of the Proceeding shall be at the expense of the Indemnitee, unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, in each of which cases the fees and expenses of the Indemnitee's counsel shall be advances by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which the Indemnitee has concluded that there may be a conflict of interest between the Company and the Indemnitee. 10. Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee expenses with respect to Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except 5

with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable corporate law, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgment, fines, penalties or ERISA excise taxes sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgment, fines, and/or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law; and (d) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. 11. Maintenance of Liability Insurance. (a) The Company hereby covenants and agrees that, as long as the Indemnitee continues to serve as a director and/or officer of the Company and thereafter as long as the Indemnitee may be subject to any possible Proceeding, the Company, subject to subsection (c), shall promptly obtain and maintain in full force and effect directors' and officers' liability insurance ("D&O Insurance") in reasonable amounts from established and reputable insurers. (b) In all D&O insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the

with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable corporate law, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgment, fines, penalties or ERISA excise taxes sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgment, fines, and/or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law; and (d) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. 11. Maintenance of Liability Insurance. (a) The Company hereby covenants and agrees that, as long as the Indemnitee continues to serve as a director and/or officer of the Company and thereafter as long as the Indemnitee may be subject to any possible Proceeding, the Company, subject to subsection (c), shall promptly obtain and maintain in full force and effect directors' and officers' liability insurance ("D&O Insurance") in reasonable amounts from established and reputable insurers. (b) In all D&O insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors and/or officers. (c) Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O Insurance if the Company determines, in its sole discretion, that such insurance is not reasonably available, the premium costs for such insurance is so limited by exclusions that it provides an insufficient benefit, or the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company. 6

12. Indemnification Hereunder Not Exclusive. The indemnification provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under the Articles of Incorporation, Bylaws, any agreement, vote of shareholders or disinterested directors, provision of applicable corporate law, or otherwise, both as to action in his/her official capacity and as to action in another capacity on behalf of the Company while holding such office. 13. Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of the Indemnitee and his/her heirs, executors, administrators and assigns, whether or not Indemnitee has ceased to be a director or officer, and the Company and its successors and assigns. 14. Severability. Each and every paragraph, sentence, term and provision hereof is separate and distinct so that if any paragraph, sentence, term or provision hereof shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of any other paragraph, sentence, term or provision hereof. To the extent required, any paragraph, sentence, term or provision of this Agreement shall be modified by a court of competent jurisdiction to preserve its validity and to provide the Indemnitee with the broadest possible indemnification permitted under applicable corporate law. 15. Savings Clause. If this Agreement or any paragraph, sentence, term or provision hereof is invalidated on any ground by any court of competent jurisdiction, the Company shall nevertheless indemnify the Indemnitee as to any Expenses, judgments, fines, penalties for ERISA excise taxes incurred with respect to any Proceeding to the full extent permitted by any applicable paragraph, sentence, term or provision of this Agreement that has not been

12. Indemnification Hereunder Not Exclusive. The indemnification provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under the Articles of Incorporation, Bylaws, any agreement, vote of shareholders or disinterested directors, provision of applicable corporate law, or otherwise, both as to action in his/her official capacity and as to action in another capacity on behalf of the Company while holding such office. 13. Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of the Indemnitee and his/her heirs, executors, administrators and assigns, whether or not Indemnitee has ceased to be a director or officer, and the Company and its successors and assigns. 14. Severability. Each and every paragraph, sentence, term and provision hereof is separate and distinct so that if any paragraph, sentence, term or provision hereof shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of any other paragraph, sentence, term or provision hereof. To the extent required, any paragraph, sentence, term or provision of this Agreement shall be modified by a court of competent jurisdiction to preserve its validity and to provide the Indemnitee with the broadest possible indemnification permitted under applicable corporate law. 15. Savings Clause. If this Agreement or any paragraph, sentence, term or provision hereof is invalidated on any ground by any court of competent jurisdiction, the Company shall nevertheless indemnify the Indemnitee as to any Expenses, judgments, fines, penalties for ERISA excise taxes incurred with respect to any Proceeding to the full extent permitted by any applicable paragraph, sentence, term or provision of this Agreement that has not been invalidated or by any other applicable provision of applicable corporate law. 16. Interpretation; Governing Law. This Agreement shall be construed as a whole and in accordance with its fair meaning. Headings are for convenience only and shall not be used in construing meaning. This Agreement shall be governed and interpreted in accordance with the laws of the State of Delaware. 17. Amendments. No amendment, waiver, modification, termination or cancellation of this 7

Agreement shall be effective unless in writing signed by the party against whom enforcement is sought. The indemnification rights afforded to the Indemnitee hereby are contract rights and may not be diminished, eliminated or otherwise affected by amendments to the Articles of Incorporation, Bylaws, or by other agreements, including D&O Insurance policies. 18. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each party and delivered to the other.

Agreement shall be effective unless in writing signed by the party against whom enforcement is sought. The indemnification rights afforded to the Indemnitee hereby are contract rights and may not be diminished, eliminated or otherwise affected by amendments to the Articles of Incorporation, Bylaws, or by other agreements, including D&O Insurance policies. 18. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each party and delivered to the other. 19. Notices. Any notice required to be given under this Agreement shall be directed: TO: Arcturus Ventures, Inc. 77 Memorial Highway Suite 101 Atlantic Highlands, NJ 07716 With a copy to: Andrea Cataneo, Esq. 12 South Third Avenue Mine Hill, NJ 07803 TO: E. Terry Jaramillo 550 Vittorio Avenue Coral Gables, FL 33134 or to such other address as either shall designate in writing. IN WITNESS WHEREOF, the parties have executed this Indemnity Agreement as of the date first written above. INDEMNITEE:
/s/ E. Terry Jaramillo ------------------------E. Terry Jaramillo By: /s/ Matthew Troster --------------------------Matthew Troster, President

8

STANDSTILL AGREEMENT THIS STANDSTILL AGREEMENT, made as of this 1st day of April, 2000, by and between: ARCTURUS VENTURES, INC., a Nevada corporation with its principal office located at 77 Memorial Highway, Atlantic Highlands, New Jersey 07716 (hereinafter "ISSUER") AND OLDE MONMOUTH CAPITAL CORP., a New Jersey corporation with its principal office located at 77 Memorial Highway, Atlantic Highlands, New Jersey 07716 (hereinafter "FOUNDER") WITNESSETH THAT: WHEREAS, OLDE MONMOUTH CAPITAL CORP. is the founder of ISSUER, which has been organized as a "blank check" company as defined is SEC Rule 419;

STANDSTILL AGREEMENT THIS STANDSTILL AGREEMENT, made as of this 1st day of April, 2000, by and between: ARCTURUS VENTURES, INC., a Nevada corporation with its principal office located at 77 Memorial Highway, Atlantic Highlands, New Jersey 07716 (hereinafter "ISSUER") AND OLDE MONMOUTH CAPITAL CORP., a New Jersey corporation with its principal office located at 77 Memorial Highway, Atlantic Highlands, New Jersey 07716 (hereinafter "FOUNDER") WITNESSETH THAT: WHEREAS, OLDE MONMOUTH CAPITAL CORP. is the founder of ISSUER, which has been organized as a "blank check" company as defined is SEC Rule 419; WHEREAS, OLDE MONMOUTH CAPITAL CORP. desires to assure compliance with SEC rules and regulations applicable to Rule 419 blank check companies and thereby assure a potential target company that following its merger or acquisition the NASD will be authorized to permit trading in the ISSUER's Common Stock; NOW, THEREFORE, intending to be legally bound and in consideration of the mutual promises and covenants contained herein intending the target Company as a third party beneficiary hereof to rely upon this Standstill Agreement, the parties agree as follows: 1. FOUNDER is the owner of 500,000 shares of the Common Stock of ISSUER. 2. In consideration of the commitments of ISSUER set forth in Paragraph 3 following, FOUNDER agrees that notwithstanding any SEC rule or regulation, including specifically Rule 144, now existing or hereafter adopted, which would permit earlier sale, transfer, pledge hypothecation or disposition, other than pursuant to an effective Registration Statement as provided in Paragraph 3 following, that it will not, for purposes of Rule 144, be deemed to have commenced the holding period required by Rule 144 until that date on which the merger or acquisition is consummated after the reconfirmation vote required by Rule 419. (b) ISSUER is hereby authorized by FOUNDER to: (i) instruct its transfer agent to place a restrictive legend on the face of the certificates issued to them stating that" "The shares represented by this certificate are subject to a Standstill Agreement of Page 1 of

April 1, 2000 and may not be sold, transferred, pledged, hypothecated or disposed of except in accordance with such Standstill Agreement"; and (ii) instruct its transfer agent to place "stop transfer" instructions against the certificate issued to it, subject to the requirement that such instructions not be released until it provides an opinion of its counsel that there has been compliance with the terms of this Paragraph 2 of this Standstill Agreement. 3. In consideration of the Standstill obligations set forth in Paragraph 2 above, ISSUER agrees that in any agreement with a target company for its merger or acquisition, it will require that: (i) the target Company shall agree that within fifteen (15) days following the consummation of the merger or acquisition it will file a Form 8-K containing all the information as would be required if Rule 12(g)3(a) applied,

April 1, 2000 and may not be sold, transferred, pledged, hypothecated or disposed of except in accordance with such Standstill Agreement"; and (ii) instruct its transfer agent to place "stop transfer" instructions against the certificate issued to it, subject to the requirement that such instructions not be released until it provides an opinion of its counsel that there has been compliance with the terms of this Paragraph 2 of this Standstill Agreement. 3. In consideration of the Standstill obligations set forth in Paragraph 2 above, ISSUER agrees that in any agreement with a target company for its merger or acquisition, it will require that: (i) the target Company shall agree that within fifteen (15) days following the consummation of the merger or acquisition it will file a Form 8-K containing all the information as would be required if Rule 12(g)3(a) applied, and as required for Form 10-KSB, and shall clear all comments thereon with all due speed, in good faith. (ii) the target company shall agree that, assuming a merger or a acquisition is consummated, it will make all filings, including the Form 8-K referred to above, required under the Securities Ac t of 1934 on a timely basis so as to maintain the applicability of Rule 144; and (iii) the target company shall provide piggyback registration rights to FOUNDER so that in the event ISSUER files a 1933 Act Registration Statement with the SEC it will notify FOUNDER and upon request include its shares in such Registration Statement at no cost to it. 4. This Standstill Agreement shall not be subject to amendment, except as may be required to comply with any SEC or NASD rule, regulation or requirement. 5. The parties agree that the target company is intended to be a third party beneficiary of this Standstill Agreement and shall have standing to enforce the terms hereof. 6. The parties agree that the validity, interpretation, and performance of this Standstill Agreement shall be controlled by and construed under the laws of the State of Nevada. Venue and jurisdiction of any controversy or claim arising out of, or relating to this Standstill Agreement, or the breach thereof, shall be in Newark, New Jersey. In any legal action or other proceeding involving, arising out of or in any way relating to this Standstill Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs, and expenses of litigation. 7. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 8. The provisions of this Agreement shall be binding upon and inure to the benefit of each of the parties and their respective successors and assigns. 9. The failure of either party to object to, or to take affirmative action with respect to, any conduct of the other party which is in violation of the terms of this Agreement shall not be construed as a waiver of such violation or breach, or of any future breach, violation, or wrongful conduct. No delay or failure by any party to exercise any right under this Agreement, and no Page 2 of

partial or single exercise of that right, shall constitute a waiver or exhaustion of that or any other right, unless otherwise expressly provided herein. 8. All notices or other communications to be sent as provided for by this Standstill Agreement shall be in writing and shall be sent by certified mail, return receipt requested, postage prepaid, to the persons and addresses set forth at the beginning of this Standstill Agreement, or such other persons and/or addresses as may hereafter be designated in writing by the parties.

partial or single exercise of that right, shall constitute a waiver or exhaustion of that or any other right, unless otherwise expressly provided herein. 8. All notices or other communications to be sent as provided for by this Standstill Agreement shall be in writing and shall be sent by certified mail, return receipt requested, postage prepaid, to the persons and addresses set forth at the beginning of this Standstill Agreement, or such other persons and/or addresses as may hereafter be designated in writing by the parties. IN WITNESS WHEREOF, intending to be legally bound, the parties have executed this Agreement the day and year first above written: WITNESS: STOCKHOLDER: OLDE MONMOUTH CAPITAL CORP.
By: /s/ Matthew Troster ------------------President

ARCTURUS VENTURES, INC.
By: /s/ Matthew Troster ------------------President

Page 3 of

LOAN AGREEMENT THIS LOAN AGREEMENT, made this 17th day of August, 2000 by and between: OLDE MONMOUTH CAPITAL CORP., a New Jersey corporation having its principal offices located at 77 Memorial Highway, Atlantic Highlands, New Jersey 07716 (hereinafter "LENDER") AND ARCTURUS VENTURES, INC., a Nevada corporation having its principal offices at 77 Memorial Highway, Atlantic Highlands, New Jersey 07716 (hereinafter "LENDER") 2424 N. Federal Highway, Suite 255, Boca Raton, Florida 33431 (hereinafter "BORROWER") WITNESSETH THAT: WHEREAS, BORROWER is a blank check company which intends to make a public offering of its securities pursuant to SEC Rule 419, and pursuant to such offering BORROWER intends to escrow all proceeds received in the Escrow Account with Summit Bank and, accordingly, will not use any of the funds for working capital, as a result of which BORROWER anticipates needing working capital in order to meet its costs and expenses; WHEREAS, LENDER, as the founder and the primary shareholder of BORROWER, for its business purposes is willing to loan to BORROWER a total sum equal to the gross proceeds raised in the offering, up to a total of Forty Thousand Dollars ($40,000) on certain terms and conditions; and WHEREAS, BORROWER desires to borrow such funds in order to meet its costs and expenses pending release of the escrowed proceeds of the offering; on certain terms and conditions; and

LOAN AGREEMENT THIS LOAN AGREEMENT, made this 17th day of August, 2000 by and between: OLDE MONMOUTH CAPITAL CORP., a New Jersey corporation having its principal offices located at 77 Memorial Highway, Atlantic Highlands, New Jersey 07716 (hereinafter "LENDER") AND ARCTURUS VENTURES, INC., a Nevada corporation having its principal offices at 77 Memorial Highway, Atlantic Highlands, New Jersey 07716 (hereinafter "LENDER") 2424 N. Federal Highway, Suite 255, Boca Raton, Florida 33431 (hereinafter "BORROWER") WITNESSETH THAT: WHEREAS, BORROWER is a blank check company which intends to make a public offering of its securities pursuant to SEC Rule 419, and pursuant to such offering BORROWER intends to escrow all proceeds received in the Escrow Account with Summit Bank and, accordingly, will not use any of the funds for working capital, as a result of which BORROWER anticipates needing working capital in order to meet its costs and expenses; WHEREAS, LENDER, as the founder and the primary shareholder of BORROWER, for its business purposes is willing to loan to BORROWER a total sum equal to the gross proceeds raised in the offering, up to a total of Forty Thousand Dollars ($40,000) on certain terms and conditions; and WHEREAS, BORROWER desires to borrow such funds in order to meet its costs and expenses pending release of the escrowed proceeds of the offering; on certain terms and conditions; and WHEREAS, the parties have negotiated and reached certain understandings with respect to the terms and conditions and they desire a written document to evidence and formalize their understandings; NOW, THEREFORE, intending to be legally bound, and in consideration of the mutual promises and covenants contained herein, the parties have agreed as follows: 1. (a) On the terms and conditions of this Loan Agreement, LENDER shall, as provided in Paragraph 2(a) 1

below, lend to BORROWER a sum equal to the gross proceeds of BORROWER's public offering, which proceeds will be escrowed with Summit Bank, 950 Highway 36, Leonardo, New Jersey 07737.. On the terms and conditions of this Agreement, BORROWER may borrow any sums, from time to time during the term of this Loan Agreement, up to the total proceeds raised in such public offering and escrowed with Summit Bank. (b) On the terms and conditions of this Loan Agreement LENDER may, as provided in Paragraph 2(b) below, lend to BORROWER any sum which LENDER, in its sole discretion, may determine. LENDER shall be under no obligation to make any loan either (i) prior to successful completion of the offering or (ii) in excess of the gross proceeds of the offering. 2. (a) The contracted loan shall be made in installment draws from time to time at any time after successful completion of the public offering by BORROWER (i.e.,after the sale by BORROWER of at least 24,000 Units) on the next banking day after any request made by BORROWER, provided that the sum requested, when added to all prior loans hereunder shall not exceed the total gross proceeds of the offering. (b) Any discretionary loans shall be made at any time, and from time to time, as LENDER may determine in response to a request from BORROWER. (c) The interest on all loans made by LENDER to BORROWER shall be equal to that being paid by the escrow, Summit Bank, on the proceeds deposited with it in the Escrow Account.

below, lend to BORROWER a sum equal to the gross proceeds of BORROWER's public offering, which proceeds will be escrowed with Summit Bank, 950 Highway 36, Leonardo, New Jersey 07737.. On the terms and conditions of this Agreement, BORROWER may borrow any sums, from time to time during the term of this Loan Agreement, up to the total proceeds raised in such public offering and escrowed with Summit Bank. (b) On the terms and conditions of this Loan Agreement LENDER may, as provided in Paragraph 2(b) below, lend to BORROWER any sum which LENDER, in its sole discretion, may determine. LENDER shall be under no obligation to make any loan either (i) prior to successful completion of the offering or (ii) in excess of the gross proceeds of the offering. 2. (a) The contracted loan shall be made in installment draws from time to time at any time after successful completion of the public offering by BORROWER (i.e.,after the sale by BORROWER of at least 24,000 Units) on the next banking day after any request made by BORROWER, provided that the sum requested, when added to all prior loans hereunder shall not exceed the total gross proceeds of the offering. (b) Any discretionary loans shall be made at any time, and from time to time, as LENDER may determine in response to a request from BORROWER. (c) The interest on all loans made by LENDER to BORROWER shall be equal to that being paid by the escrow, Summit Bank, on the proceeds deposited with it in the Escrow Account. 3. The purpose of this Loan Agreement is to permit BORROWER to have working capital with which to meet its costs and expenses until release of the escrowed funds in accordance with SEC Rule 419. LENDER acknowledges that: (a) any and all loans which may be made hereunder are unsecured, and LENDER has no lien on the escrow account at Summit Bank or in the funds deposited therein; and (b) investors in the offering have the right to a "reconfirmation vote", and may vote not to reconfirm their investments in BORROWER, in which event the escrowed funds attributable to such non-reconfirming investors will be returned to them, with the interest earned thereon, and the amount of the funds released to BORROWER may be less than the original gross proceeds and therefore less than the contracted loan; and (c) insufficient investors in the offering may vote to reconfirm their investments, in which event all funds and the interest earned thereon would be returned to the subscribers in the offering and no funds would be released to BORROWER which would therefore lack funds for repayment of the loans or any interest thereon. 4. (a) Upon release to it of any of the escrowed funds, following the reconfirmation vote, BORROWER shall 2

promptly repay to LENDER all loans made hereunder, whether contracted loans or discretionary loans, and the interest thereon, to the full extent of the proceeds released if necessary, except as specifically provided in subparagraph (c) below.. (b) If the proceeds released to BORROWER are insufficient to repay fully the loans and the interest thereon, LENDER may, in its sole discretion, convert any un-repaid principal and interest into Common Stock of the BORROWER. Such conversion shall be at a price per share of ten cents ($ 10), the offering price in BORROWER's public offering. Such shares shall be restricted as to further transfer and LENDER shall take such shares for investment purposes. LENDER shall be under no obligation to make any conversion. To the extent that the loans and the interest thereon are not fully repaid, and LENDER does not convert all of the unrepaid balance, BORROWER shall promptly issue to LENDER its promissory note, due within twenty-four months after issuance, in a principal amount equal to the un-repaid and un-converted balance of loans and interest thereon, which principal amount shall bear simple interest, payable quarterly in arrears, at the rate of twelve percent (12%) per annum. (c) In the event that the proceeds released to BORROWER, if fully or partially used to repay loans hereunder, would not permit BORROWER to meet its commitments under any acquisition or merger agreement, BORROWER shall retain the funds required. LENDER shall have the conversion privilege set forth in subparagraph

promptly repay to LENDER all loans made hereunder, whether contracted loans or discretionary loans, and the interest thereon, to the full extent of the proceeds released if necessary, except as specifically provided in subparagraph (c) below.. (b) If the proceeds released to BORROWER are insufficient to repay fully the loans and the interest thereon, LENDER may, in its sole discretion, convert any un-repaid principal and interest into Common Stock of the BORROWER. Such conversion shall be at a price per share of ten cents ($ 10), the offering price in BORROWER's public offering. Such shares shall be restricted as to further transfer and LENDER shall take such shares for investment purposes. LENDER shall be under no obligation to make any conversion. To the extent that the loans and the interest thereon are not fully repaid, and LENDER does not convert all of the unrepaid balance, BORROWER shall promptly issue to LENDER its promissory note, due within twenty-four months after issuance, in a principal amount equal to the un-repaid and un-converted balance of loans and interest thereon, which principal amount shall bear simple interest, payable quarterly in arrears, at the rate of twelve percent (12%) per annum. (c) In the event that the proceeds released to BORROWER, if fully or partially used to repay loans hereunder, would not permit BORROWER to meet its commitments under any acquisition or merger agreement, BORROWER shall retain the funds required. LENDER shall have the conversion privilege set forth in subparagraph (b) above and in the event that LENDER does not elect to convert all of the unpaid principal and interest, BORROWER shall issue its promissory note as provided in such sub-paragraph. 5. All notices to a party shall be deemed given when mailed by registered or certified mail to the address at the head of this Loan Agreement or such other address as may be substituted therefor. 6. This Agreement is the entire Agreement among the parties. No alteration, modification, or waiver of term or condition hereof shall be binding unless in writing and signed by all parties. 7. This Agreement may be amended only with the written approval of the party to be charged therewith; provided, however, that no such amendment may be made that would cause a breach of any warranty or representation herein or cause any breach by BORROWER of SEC Rule 419. 8 Whenever required by the context hereof: the masculine gender shall be deemed to include the feminine and neuter; and the singular member shall be deemed to include the plural. Time is expressly declared to be of the essence of this Agreement. 9. It is the intent of the parties that this Agreement shall be construed and interpreted, and that all questions 3

arising hereunder shall be determined in accordance with the provisions of the laws of the State of New Jersey. 10. Any controversy, claim or dispute arising out of or resulting from this Agreement, or the breach thereof, that cannot be resolved by negotiation, shall be resolved by arbitration, to be held in Atlantic Highlands, NewJersey, in accordance with the rules and regulations of the American Arbitration Association, except that the provisions for discovery shall be as set forth in the Rules of Civil Procedure then in effect in New Jersey. Failure of a party to participate or cooperate shall constitute grounds for default judgment. The arbitrator shall award legal fees and costs to the prevailing party. The decision of the arbitrator shall in each case, including awards and the allocation of costs, be final and binding upon the parties. Judgment upon the award rendered by the arbitrator may be entered in any Court having jurisdiction thereof. 11. This Agreement may be executed in two or more counterparts, any one of which shall be deemed to be an original. 12. No agent, broker, person, or firm acting on behalf of either party or any of their subsidiaries or under the authority of any of them is or will be entitled to any commission or broker's or finder's fee or financial advisory fee in connection with any of the transactions contemplated herein.

arising hereunder shall be determined in accordance with the provisions of the laws of the State of New Jersey. 10. Any controversy, claim or dispute arising out of or resulting from this Agreement, or the breach thereof, that cannot be resolved by negotiation, shall be resolved by arbitration, to be held in Atlantic Highlands, NewJersey, in accordance with the rules and regulations of the American Arbitration Association, except that the provisions for discovery shall be as set forth in the Rules of Civil Procedure then in effect in New Jersey. Failure of a party to participate or cooperate shall constitute grounds for default judgment. The arbitrator shall award legal fees and costs to the prevailing party. The decision of the arbitrator shall in each case, including awards and the allocation of costs, be final and binding upon the parties. Judgment upon the award rendered by the arbitrator may be entered in any Court having jurisdiction thereof. 11. This Agreement may be executed in two or more counterparts, any one of which shall be deemed to be an original. 12. No agent, broker, person, or firm acting on behalf of either party or any of their subsidiaries or under the authority of any of them is or will be entitled to any commission or broker's or finder's fee or financial advisory fee in connection with any of the transactions contemplated herein. IN WITNESS WHEREOF, and intending to be legally bound, the parties have hereunto set their hands and seal the day and year first above written. ARCTURUS VENTURES INC. (Borrower) ATTEST:
BY: /s/ Matthew Troster ------------------Matthew Troster Pres.

/s/ Manuel Iglesias ------------------Secretary

OLDE MONMOUTH CAPITAL CORP. (Lender)

ATTEST: BY: /s/ John Catricola ------------------John Catricola Pres.

/s/ Manuel Iglesias ------------------Secretary

4

MICHAEL G. SENECA CERTIFIED PUBLIC ACCOUNTANT 7448 Amboy Road Staten island, New York 10307 MEMBER: AICPA TEL: (718) 356-4400 NYSSCPA FAX: (718) 356-4500 NJSSCPA Arcturas Ventures, Inc. 77 Memorial Parkway Atlantic Highlands, NJ 07116

MICHAEL G. SENECA CERTIFIED PUBLIC ACCOUNTANT 7448 Amboy Road Staten island, New York 10307 MEMBER: AICPA TEL: (718) 356-4400 NYSSCPA FAX: (718) 356-4500 NJSSCPA Arcturas Ventures, Inc. 77 Memorial Parkway Atlantic Highlands, NJ 07116 As an independent certified public account, I consent to the inclusion in this Form SB-2 Registration Statement of our report dated August 31, 2000. Very truly yours,
/s/ Michael G. Seneca --------------------Michael G. Seneca Certified Public Accountant October 12, 2000

ARTICLE 5 This schedule contains summary financial information extraced from the financial statements included in this filing and is qualified in its entirety by reference to such financial statements.

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

6 MOS DEC 31 2000 AUG 31 2000 5,000 0 0 0 0 5,000 0 10,000 0 0 0 0 0 538 9,462 10,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

ARTICLE 5 This schedule contains summary financial information extraced from the financial statements included in this filing and is qualified in its entirety by reference to such financial statements.

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

6 MOS DEC 31 2000 AUG 31 2000 5,000 0 0 0 0 5,000 0 10,000 0 0 0 0 0 538 9,462 10,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0