EQUITY LINE OF CREDIT AGEEMENT
AGREEMENT dated as of the 14th day of June 2001, (the "AGREEMENT") between Cornell Capital Partners,
L.P., a limited partnership (the "Investor") and Celerity Systems, Inc., a corporation organized and existing under
the laws of the State of Delaware (the "COMPANY").
WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company
shall issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase up to Ten
Million ($10,000,000) Dollars of the Company's common stock, par value $0.001 per share (the "COMMON
STOCK"), for a total purchase price of Ten Million ($10,000,000) Dollars; and
WHEREAS, such investments will be made in reliance upon the provisions of Regulation D ("REGULATION
D") of the Securities Act of 1933, as amended, and the regulations promulgated there under (the "SECURITIES
ACT"), and or upon such other exemption from the registration requirements of the Securities Act as may be
available with respect to any or all of the investments to be made hereunder; and
WHEREAS, the Investor is a limited partnership and the business affairs of the Investor are managed by
Yorkville Advisors, LLC ("YORKVILLE Advisors"), a Delaware limited liability company.
NOW, THEREFORE, the parties hereto agree as follows:
Section 1.1 "ADVANCE" shall mean the portion of the Commitment Amount requested by the Company in the
Section 1.2 "ADVANCE DATE" shall mean the date Meir Levin, Esq./Chase Manhattan Escrow Account is in
receipt of the funds from the Investor and Meir Levin, Esq., as the Investor's Counsel, is in possession of free
trading shares from the Company and therefore an Advance by the Investor to the Company can be made and
Meir Levin, Esq. can release the free trading shares to the Investor. No Advance Date shall be less than twenty
(20) Trading Days after an Advance Notice Date.
Section 1.3 "ADVANCE NOTICE"