Exhibit 10.17
SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of April 16, 2003, by and among
Torbay Holdings, Inc., a Delaware corporation, with headquarters located at 4 Mulford Place, Suite 2G,
Hempstead, New York 11550 (the "Company"), and each of the purchasers set forth on the signature pages
hereto (the "Buyers").
WHEREAS:
A. The Company and the Buyers are executing and delivering this Agreement in reliance upon the exemption
from securities registration afforded by the rules and regulations as promulgated by the United States Securities
and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act");
B. Buyers desire to purchase and the Company desires to issue and sell, upon the terms and conditions set forth
in this Agreement (i) 12% convertible debentures of the Company, in the form attached hereto as Exhibit "A", in
the aggregate principal amount of up to Two Hundred Fifty Thousand Dollars ($250,000) (together with any
debenture(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in
accordance with the terms thereof, the "Debentures"), convertible into shares of common stock, par value $.0001
per share, of the Company (the "Common Stock"), upon the terms and subject to the limitations and conditions
set forth in such Debentures and (ii) warrants, in the form attached hereto as Exhibit "B", to purchase up to Five
Hundred Thousand (500,000) shares of Common Stock (the "Warrants");
C. Each Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal
amount of Debentures and number of Warrants as is set forth immediately below its name on the signature pages
hereto; and
D. Contemporaneous with the execution and delivery of this Agreement, the parties hereto are executing and
delivering a Registration Rights Agreement, in the form attached hereto as Exhibit "C" (the "Registration Rights
Agreement"), pursuant to which the Company