PLACEMENT AGENT AGREEMENT
THIS PLACEMENT AGENT AGREEMENT ("Agreement"), is made as of March 28, 2000, by and between
PROVIDENTIAL HOLDINGS, INC., a Nevada corporation (the "Company"), and SOVEREIGN CAPITAL
ADVISORS, LLC, a Nevada limited liability company ("Agent").
The Company proposes to issue and sell Series 1 Secured Bridge Notes (the "Securities") resulting in gross
proceeds to the Company of up to $4,000,000 (the "Offering") in a transaction not involving a public offering and
without registration under the Securities Act of 1933 (the "Securities Act"), pursuant to exemptions from the
registration requirements of the Securities Act under Section 4(2) of the Securities Act and Regulation D
promulgated under the Securities Act ("Regulation D"). Agent has offered to introduce the Company to
prospective investors on a "best efforts basis" and give advise to the Company in connection with the structure of
the Offering and the terms of the Securities, and the Company desires to secure the services of Agent on the
terms and conditions hereinafter set forth.
For and in consideration of the mutual covenants herein, and other good and valuable consideration, the receipt
and legal sufficiency of which is hereby acknowledged, the parties hereto agree:
SECTION 1. ENGAGEMENT OF AGENT.
SECTION 1.1 APPOINTMENT. The Company hereby appoints Agent as its exclusive agent in connection with
the proposed issuance and sale by the Company of Securities resulting in gross proceeds to the Company of up
to $4,000,000. Agent, on the basis of the representations and warranties herein contained, and upon and subject
to the terms and conditions herein set forth, accepts such appointment. This appointment shall be irrevocable for
the twenty (20) business day period, commencing March 28, 2000 and ending April 25, 2000, which period
maybe extended by the consent of the Company and Agent (the "Offering Period").
SECTION 1.2 COMPENSATION. The Company shall pay Agent a finder's