Princeton Capital Fund LLC – ‘SC 13D’ on 5/12/00 re: Advanced Systems International Inc

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             69    192K 

Document Table of Contents

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SCHEDULE 13D  

(RULE 13d-101)

Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934   
(Amendment No.        )*

Advanced Systems International, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)

--------------------------------------------------------------------------------
(CUSIP Number)

David D. Warner, Esq.                                                           
Jaffe, Raitt, Heuer & Weiss, P.C., One Woodward Ave., Suite 2400, Detroit, MI   
48226                                                                           
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to 
Receive Notices and Communications) 

May 3, 2000 
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement) 

  If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing 
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the         
following box / /.                                                              

         Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits.  See Rule    
13d-7(b) for other parties to whom copies are to be sent.             

         *The remainder of this cover page shall be filled out for a reporting
   person's initial filing on this form with respect to the subject class of
   securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.               

   The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange   
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of  
the Act but shall be subject to all other provisions of the Act (however, see   
the Notes).                                                                     

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CUSIP NO.                         13D                        PAGE    OF    PAGES
--------------------------------------------------------------------------------
1   NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS      
(ENTITIES ONLY)                                                         
Princeton Capital Fund, L.C.C.         38-3391509                   
--------------------------------------------------------------------------------
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                            
(See Instructions)                                                      
                                                                         (a) [ ]
                                                                         (b) [X]
--------------------------------------------------------------------------------
3   SEC USE ONLY                                                                

--------------------------------------------------------------------------------
4   SOURCE OF FUNDS (See Instructions)                                          

BK  
--------------------------------------------------------------------------------
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT               
    TO ITEM 2(d) OR 2(e)                                                     [ ]

--------------------------------------------------------------------------------
6   CITIZENSHIP OR PLACE OF ORGANIZATION                                        

          Michigan
--------------------------------------------------------------------------------
7   SOLE VOTING POWER                           
NUMBER OF                                                                   

   SHARES      -----------------------------------------------------------------
8   SHARED VOTING POWER                         
BENEFICIALLY                                                                    
         1,411,111
OWNED BY EACH  -----------------------------------------------------------------
9   SOLE DISPOSITIVE POWER                      
REPORTING                                                                   

   PERSON      -----------------------------------------------------------------
10   SHARED DISPOSITIVE POWER                     
WITH                                                                    

--------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

                                                             1,411,111
--------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                     
     CERTAIN SHARES (See Instructions)                                       [ ]

--------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

                                  9.6%
--------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON (See Instructions)                                

PN                                                        
--------------------------------------------------------------------------------

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INSTRUCTIONS FOR COVER PAGE                                                     

   (1) Names and I.R.S. Identification Numbers of Reporting Persons --
         Furnish the full legal name of each person for whom the report is
        filed - i.e., each person required to sign the schedule itself -
      including each member of a group. Do not include the name of a
       person required to be identified in the report but who is not a
      reporting person. Reporting persons that are entities are also
          requested to furnish their I.R.S. identification numbers, although
            disclosure of such numbers is voluntary, not mandatory (see "SPECIAL
INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).   

 (2) If any of the shares beneficially owned by a reporting person
       are held as a member of a group and the membership is expressly
          affirmed, please check row 2(a). If the reporting person disclaims
            membership in a group or describes a relationship with other persons
           but does not affirm the existence of a group, please check row 2(b)
          [unless it is a joint filing pursuant to Rule 13d-1(k)(l) in which
case it may not be necessary to check row 2(b)].        

(3) The 3rd row is for SEC internal use; please leave blank.    

  (4) Classify the source of funds or other consideration used or to
           be used in making purchases as required to be disclosed pursuant to
            Item 3 of Schedule 13D and insert the appropriate symbol (or symbols
if more than one is necessary) in row (4):              

              Category of Source                                          Symbol

              Subject Company (Company whose securities are being acquired)   SC

              Bank                                                            BK

              Affiliate (of reporting person)                                 AF

              Working Capital (of reporting person)                           WC

              Personal Funds (of reporting person)                            PF

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 STATEMENT ON SCHEDULE 13D

       This Statement on Schedule 13D relates to the beneficial ownership of
the voting common stock, without par value, (the "Common Stock") of Advanced    
Systems International, Inc., a Nevada corporation (the "Company"). This         
Statement is being filed on behalf of the reporting person (the "Reporting      
Person") identified on the cover pages of this Statement. Information in respect
of the Reporting Person is given solely by such Reporting Person.               

Item 1.  Security and Issuer.                                                   

       The class of equity securities to which this statement relates is the
voting Common Stock issued by the Company. The Company has its principal        
executive office at 25300 Telegraph Road, Suite 455, Southfield, Michigan 48034.

Item 2.  Identity and Background.                                               

      (a)      The name of the Reporting Person is Princeton Capital Fund,
L.L.C. ("Princeton")                                                            

The following persons are the Managers of Princeton:          

D.J. Dorman & Company, Inc.                 
Grenard Court, L.L.C.                       

       (b) The business address for each of the persons listed in Item 2 is:

1533 North Woodward Avenue                  
Suite 175                                   
Bloomfield Hills, Michigan 48304            

      (c)      Princeton is a Michigan limited liability company organized
for the purpose of making investments and is a private investment fund.         

The business address for the principal office is:             

1533 North Woodward Avenue                  
Suite 175                                   
Bloomfield Hills, Michigan 48304            

  (d) and (e) None of the persons or entities with respect to whom
information is required by this Item 2 has been, during the last five years,    
either (i) convicted in a criminal proceeding (excluding traffic violations or  
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or    
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future         
violations of, or prohibiting activities subject to, federal or state           

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securities laws or finding any violation of such laws.                          

      (f)    All natural persons listed in this Item 2 are citizens of the
United States. Princeton is organized under the laws of Michigan.               

Item 3.  Source and Amount of Funds or Other Consideration.                     

     The aggregate purchase price for the shares of Common Stock and the
warrants to acquire additional Common Stock was Two Million and 00/100          
($2,000,000) Dollars. Princeton obtained such funds from Michigan National Bank.

Item 4.  Purpose of Transaction.                                                

   Princeton is a private investment fund that invests in equity and
equity-related securities. The Common Stock has been acquired by the Reporting  
Person for investment purposes. Subject to certain restrictions set forth in the
Stock Purchase Agreement and the Registration Rights Agreement, the Reporting   
Person may sell some or all of the Common Stock upon registration, either in the
open market or in private transactions depending on their evaluation of the     
Company's business, prospects and financial condition, the market for the Common
Stock, other opportunities available to the Reporting Person, prospects for the 
Reporting Person's own businesses, general economic conditions, stock market    
conditions and further developments.                                            

      On May 3, 2000, the Company executed a Stock Purchase Agreement (the
"Stock Purchase Agreement") between the Company and Princeton, under which      
Princeton will acquire the following equity securities:                         

   (a)    One million one hundred eleven thousand one hundred eleven
(1,111,111) shares of Common Stock; and                                         

         (b)    Three (3) warrants (the "Warrants") that permit Princeton to buy
up to three hundred thousand 300,000 additional shares of Common Stock at an    
exercise price of $2.25, $2.50 and $2.75 per share for each one hundred thousand
100,000 shares over a two-year period commencing May 3, 2000.                   

     The acquisition contemplated by the Stock Purchase Agreement of the
Common Stock, and Warrants was consummated at closing, which occurred on May 3, 
2000 (the "Closing"). At the Closing, Princeton acquired one million one hundred
eleven thousand one hundred eleven (1,111,111) shares of Common Stock and three 
(3) Warrants to purchase an additional three hundred thousand 300,000 shares of 
Common Stock, together representing approximately 9.6% of the Common Stock      
outstanding as of May 2, 2000 and approximately 7.2% of the outstanding Common  
Stock on a fully exercised and diluted basis.                                   

         Certain other arrangements with respect to corporate governance are set
forth in the Stock Purchase Agreement and the Voting Agreement, which are       
attached hereto                                                                 

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as Exhibit 1 and 2 to this Schedule 13D and are incorporated herein by          
reference. All descriptions of the Stock Purchase Agreement contained in this   
Schedule 13D are qualified in their entirety by reference to the text of the    
Stock Purchase Agreement.                                                       

  Other than as described above or set forth in the Stock Purchase
Agreement, the Reporting Person has no present plans or proposals that related  
to or would result in any of the actions described in Item 4(a) through (j) of  
Schedule 13D.                                                                   

Item 5.  Interest in Securities of the Issuer.                                  

       (a) (i) Princeton is the direct beneficial owners of 1,111,111 shares
of Common Stock and three (3) Warrants to purchase an additional 300,000 shares 
of common stock, together, representing approximately 9.6% of the outstanding   
shares of Common Stock (based on the number of shares of Common Stock           
outstanding as of May 2, 2000).                                                 

    (ii) Except as described in this section of this Item 5, no person
listed in Item 2 of this Schedule 13D is a beneficial owner of the Common Stock 
in which Princeton has direct beneficial ownership.                             

      (b)      The persons listed in section (a)(i) of this Item 5, may be
                  deemed to share the power to vote or to direct the vote of and
            to dispose or direct the disposition of one million four
                 hundred eleven thousand one hundred eleven (1,411,111) shares
of Common Stock.                            

   (c)      Pursuant to the Stock Purchase Agreement at the Closing,
               Princeton acquired from the Company one million one hundred
            eleven thousand one hundred eleven (1,111,111) shares of
                 Common Stock, and three (3) Warrants to acquire an additional
                three hundred thousand (300,000) shares of Common Stock, for
        an aggregate consideration of two million and 00/100
($2,000,000) Dollars.                       

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer.                                                       

   As of May 3, 2000, Princeton entered into a Voting Agreement (the
"Voting Agreement") with the Company, the Directors, and selected Shareholders. 
A copy of the Voting Agreement is attached as Exhibit 2 to this Schedule 13D.   

       At the Closing, Princeton and the Company entered into a registration
rights agreement, dated as of May 3, 2000 (the "Registration Rights Agreement"),
granting the Purchasers certain demand registration rights with respect to the  
Common Stock issued and the exercise of the three (3) Warrants. A copy of the   
Registration Rights Agreement is attached as Exhibit 3 to this Schedule 13D.    

Item 7.  Material to be Filed as Exhibits.                                      

Exhibit 1 - Stock Purchase Agreement, dated as of May 3, 2000, between the      
Company                                                                         

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and Princeton.                                                                  

Exhibit 2 - Voting Agreement, dated as of May 3, 2000, between the Company and  
Princeton.                                                                      

Exhibit 3 - Registration Rights Agreement, dated as of May 3, 2000 between the  
Company and Princeton.                                                          

        After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

Dated: May 10, 2000                               Princeton Capital Fund, L.L.C.

                                           By:/s/ Daniel J. Dorman
                                                     ---------------------------
                                                  Daniel J. Dorman
                                    Title: President

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 STOCK PURCHASE AND SUBSCRIPTION AGREEMENT

         THIS STOCK PURCHASE AND SUBSCRIPTION AGREEMENT ("Agreement") is made as
of the 3rd day of May, 2000, by and between Advanced Systems International,     
Inc., a Nevada corporation (hereinafter "ASI" or "Company"), and Princeton      
Capital Fund, L.L.C., a Michigan limited liability company (hereinafter "PCF" or
"Subscriber").                                                                  

      The following is a recital of the facts upon which this Agreement is
based:                                                                          

     A. ASI, through its wholly-owned subsidiary, Automatic Time Systems
Corp. ("ATS"), is engaged in the business of, among other things, the           
development and distribution of time, attendance and data integration software  
applications (the "Business");                                                  

       B. Company desires to sell certain of its newly issued, unregistered,
common capital stock to Subscriber upon the terms and conditions set forth in   
this Agreement and issue warrants to Subscriber as set forth in the attached    
Warrants To Purchase Common Shares (as hereinafter defined); and                

         C. Subscriber desires to acquire certain of the Company's newly issued,
unregistered, common capital stock upon the terms and conditions set forth in   
this Agreement and acquire Warrants to purchase common shares.                  

 NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein, and for other good and valuable      
consideration, the receipt and adequacy of which are hereby mutually            
acknowledged, the parties hereto agree as follows:                              

1.       SALE AND SUBSCRIPTION OBLIGATIONS.                   

                1.1 SALE AND SUBSCRIPTION OF SHARES OF STOCK. On the Closing
Date (as defined in Section 1.3), Company shall issue, sell, assign and transfer
to Subscriber, and Subscriber shall subscribe for and purchase from Company one 
million one hundred eleven thousand one hundred and eleven (1,111,111) shares of
the common capital stock of Company which is currently authorized but unissued  
by Company (each share of stock whether being purchased contemporaneously       
herewith or whether being purchased pursuant to the Warrants to be sometimes    
individually referred to as "Share" and all of the shares of stock together to  
be referred to as "Shares"), free and clear of all liabilities, claims, liens,  
encumbrances, charges and restrictions.                                         

               1.1.1 Warrants. On the Closing Date, Company shall issue,
sell, assign and transfer to Subscriber, and Subscriber shall subscribe for and 
purchase from Company warrants (the "Warrants") to purchase three hundred       
thousand (300,000) Shares at the exercise price of Two and 25/100 ($2.25)       
Dollars, Two and 50/100 ($2.50) Dollars and Two and 75/00 ($2.75) Dollars per   
one                                                                             

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hundred thousand (100,000) Shares for a period of two (2) years from the date   
hereof.                                                                         

               1.2 CONSIDERATION FOR PURCHASE. The aggregate consideration
for each Share being purchased contemporaneously herewith shall be One and      
80/100 ($1.80) Dollars and the aggregate consideration for all of the Shares    
being purchased contemporaneously herewith and the Warrants shall be Two Million
and 00/100 ($2,000,000.00) Dollars (the "Purchase Price"). The Purchase Price   
will be paid by Subscriber to Company by wire transfer or in certified funds at 
the Closing (as defined in Section 1.3) on the Closing Date.                    

                  1.3 THE CLOSING. The subscription and sale provided for herein
shall be consummated and closed (the "Closing") at the offices of Hyman Lippitt,
P.C., on or before May 3, 2000, or at such other place or at such other day or  
time as Company and Subscriber shall mutually agree upon in writing (the date on
which the consummation of the transactions contemplated by this Agreement is to 
occur is sometimes referred to as the "Closing Date").                          

                  1.4 INSPECTION. From the date of this Agreement and continuing
until the Closing Date (the "Inspection Period"), Subscriber may conduct such   
reasonable inspections and investigations, and perform such reasonable due      
diligence reviews, of Company and the Business as Subscriber may deem prudent in
its discretion, and Company shall fully and timely cooperate with Subscriber in 
such inspections, investigations and reviews. If, at any time prior to the      
termination of the Inspection Period, Subscriber, in its sole and absolute      
discretion, determines that it is unwilling to proceed with this transaction for
any reason whatsoever, then Subscriber may terminate this Agreement by so       
notifying Company in writing on or before the termination of the Inspection     
Period, at which time this Agreement shall become null and void. If Subscriber  
fails to notify Company of its termination of this Agreement as set forth above,
then Subscriber shall have been deemed to have waived its right of termination  
under this Section 1.4 and Subscriber and Company shall proceed in accordance   
with the terms of this Agreement.                                               

2.       REPRESENTATIONS AND WARRANTIES.                      

                 2.1 REPRESENTATIONS OF COMPANY. Company hereby represents and
warrants to Subscriber as of the date of this Agreement, and shall reaffirm to  
Subscriber as of the Closing Date, the following:                               

           2.1.1    CORPORATE EXISTENCE AND QUALIFICATION.

                          (a) Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada;    

                               (b) Company has all requisite corporate power and
authority to own, lease and operate its assets, properties and business and to  
carry on the Business as now being conducted;                                   

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                            (c) Company is not required to be qualified or
otherwise authorized to conduct business in any jurisdiction other than those   
specified in Exhibit 2.1.1; and                                                 

                               (d) Exhibit 2.1.1 is a complete and accurate list
of the registered offices and resident agents of Company in each jurisdiction in
which the Company conducts business.                                            

                  2.1.2 CONTROL. Except for those persons and entities listed on
Exhibit 2.1.2, there are no persons, corporations, partnerships, trusts, estates
or other entities controlling, operating under the control of (including        
subsidiaries) or operating under common control with Company, any key employee  
of Company, or any director, officer or shareholder of Company in the operation 
of the Business of Company, including, without limitation, any such relationship
with suppliers or customers of Company. For purposes of this Section 2.1.2,     
control shall mean ownership of five (5%) percent or more of the equity         
interests in an entity or effective control of the management or policies of an 
entity. There are currently eight (8) seats on the Board Of Directors (the      
"Board") of Company and each director may be removed from office by a vote of   
the holders of a majority of the Shares of the outstanding common stock of      
Company at any time with or without cause. As of the date hereof and continuing 
until the Closing Date, there are three (3) seats vacant and unfilled on the    
Board.                                                                          

2.1.3     AUTHORIZATION AND AUTHORITY.      

                      (a) Company has full corporate power and
authority to execute, deliver and perform this Agreement and the other          
instruments and documents described herein;                                     

                              (b) The execution and delivery of this Agreement
by Company and the performance of the transactions contemplated hereby have been
duly and validly authorized by Company, and its Board and all corporate action  
of Company necessary for such execution, delivery and performance has been duly 
taken;                                                                          

                         (c) No other action on the part of Company,
shareholders or any other individual, person or entity is necessary to authorize
the execution and delivery of this Agreement or the consummation of the         
transactions contemplated by this Agreement;                                    

                        (d) This Agreement constitutes a valid and
binding agreement of Company, enforceable against Company in accordance with its
terms, subject to the effect of bankruptcy, insolvency or similar proceedings   
affecting the rights of creditors generally;                                    

                          (e) Except as set forth in Exhibit 2.1.3, no
consent of, or registration or filing with, any federal, state, municipal or    
other governmental authority, and no consent of any party to any contract or    
agreement to which Company is a party or by which the assets of Company may be  
bound, is required for the execution, delivery and performance of this Agreement
by Company; and                                                                 

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                              (f) The execution and delivery of this Agreement
will not (with or without notice or passage of time or both): (i) conflict with 
or result in a breach of any provision of the Articles of Incorporation or      
Bylaws of Company; (ii) result in a default, give rise to any right of          
termination, cancellation or acceleration, or require any consent or approval,  
under any of the terms, conditions or provisions of any note, bond, mortgage,   
indenture, loan, factoring arrangement, license, agreement, lease or other      
instrument or obligation to which Company is a party or by which it or any of   
its securities or assets may be bound; or (iii) violate any law, judgment,      
order, writ, injunction, decree, statute, rule or regulation of any court,      
administrative agency, bureau, board, commission, office, authority, department 
or other governmental entity applicable to Company or any of its securities or  
assets.                                                                         

               2.1.4 CAPITALIZATION. The total authorized capital of
Company is thirty million (30,000,000) shares of voting capital stock, which    
includes twenty million (20,000,000) shares of common stock and ten million     
(10,000,000) shares of preferred stock of which thirteen million two hundred    
eighty-seven thousand three hundred fourteen (13,287,314) shares of common stock
have been issued and are currently outstanding (as of May 2, 2000). As of record
date May 2, 2000, a complete list of the issued and outstanding stock of Company
is set forth on Exhibit 2.1.4, including the name of each holder of shares of   
capital stock, the amount of shares issued to each such holder and the          
certificate numbers representing such shares. The shares listed on Exhibit 2.1.4
constitute one hundred (100%) percent of the issued and outstanding capital     
stock of Company, whether common, preferred or otherwise, and have been duly    
authorized and validly issued and are fully paid, non-assessable and free of    
preemptive rights.                                                              

                     2.1.5 RIGHTS TO ACQUIRE STOCK. Except and to the extent set
forth on Exhibit 2.1.5, as of record date May 2, 2000, there is no oral or      
written commitment, understanding, obligation or arrangement (except this       
Agreement) relating to the issuance, sale or delivery, purchase or transfer of  
the Shares or any other securities or rights to securities of Company, including
subscriptions, options, warrants, puts, calls, preemptive rights, sinking fund  
obligations, contracts, agreements (including any shareholders' agreements) or  
any rights of conversion or exchange under any outstanding security or any other
instruments (together the "Options").                                           

                   2.1.6 TITLE TO STOCK. Upon consummation of the Closing on
the Closing Date, Subscriber shall have good and marketable title to the Shares,
free and clear of any and all liens, claims, encumbrances, charges,             
restrictions, pledges, warrants, puts, calls, commitments, subscriptions,       
agreements, voting trusts, voting agreements, proxies and options of any nature 
whatsoever, except for this Agreement, the Voting Agreement (as hereinafter     
defined) and any claims relating exclusively to Subscriber's actions. Upon their
issuance at the Closing on the Closing Date, the Shares shall be validly issued,
fully paid and non-assessable and together with the Shares that may be issued   
pursuant to the Warrants, shall constitute nine and 60/100 (9.6%) percent of the
undiluted securities of each and every class of the Company and seven and 20/100
(7.2%) percent of the fully diluted securities of each and every class of the   
Company after giving affect to all of the Options.                              

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2.1.7   FINANCIAL STATEMENTS.               

                               (a) Company has delivered to Subscriber, or shall
deliver to Subscriber prior to the Closing Date, the complete and accurate      
audited financial statements of Company for the fiscal years of Company ending  
December 31, 1997, December 31, 1998, and December 31, 1999, together with all  
interim financial statements prepared since the end of the Company's last fiscal
year (together the "Financial Statements");                                     

                      (b) For the periods shown, the Financial
Statements: (i) have been prepared in a manner consistent with the past         
practices of Company and in accordance with generally accepted accounting       
principles ("GAAP") consistently applied; (ii) fairly present the financial     
condition and the results of the operations of Company; and (iii) disclose all  
liabilities and obligations of Company required under GAAP to be so disclosed;  
and                                                                             

                             (c) Company currently does not have and, at the
Closing Date, Company will not have, any liability or obligation, whether as    
primary obligor or guarantor or otherwise, whether accrued, absolute,           
contingent, known, unknown or otherwise, other than: (i) those reflected in the 
Financial Statements; and (ii) those incurred in the ordinary and usual course  
of business since the end of Company's last fiscal year, none of which have been
or are materially adverse to the Business, assets or operations of Company.     

                  2.1.8 MATERIAL CHANGES. Since the end of Company's last fiscal
year, there has not been: (i) any material adverse change in the financial      
condition of Company or any other event or condition of any character which has 
had or which may have a material adverse effect on the Business, assets or      
financial condition of Company; or (ii) any material change in the accounting   
methods, principles or practices of Company (other than as required by          
concurrent changes in GAAP).                                                    

2.1.9 CERTAIN TRANSACTIONS.                 

                              (a) Since the end of Company's last fiscal year:
(i) Company has carried on its Business in the same manner as such Business was 
conducted prior to such fiscal year end; (ii) Company has not taken or engaged  
in any action or transactions other than in the ordinary and usual course of    
business; and (iii) Company has not taken or engaged in any action or           
transactions which might reasonably be expected to have material adverse affect 
on the Business, operations, prospects, properties or financial condition of    
Company, or which, by passage of time or otherwise, may reasonably be expected  
to result in any such material adverse effect; and                              

                               (b) Except as otherwise specifically set forth in
this Agreement, since the end of Company's last fiscal year, Company has not:   
(i) sold, leased, transferred, lost or otherwise disposed of any tangible or    
intangible assets or properties utilized in its Business, except in the ordinary
course of business; (ii) canceled any debts or claims, except in the ordinary   
course                                                                          

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of business; (iii) entered into any contract not customary to the Business of   
Company; or (iv) incurred or paid expenses not in the ordinary course of        
business.                                                                       

2.1.10       REAL PROPERTY.                 

                           (a) Company does not own any real property or
improvements;                                                                   

                               (b) Use and occupancy of any real property leased
by Company is permitted under valid and binding lease agreements. All rent and  
other payment obligations of Company under such leases are current, and neither 
Company nor, to the best of Company's knowledge, any landlord is in default     
under such leases and no event has occurred which, but for the giving of notice 
or the passage of time or both, would be a default under such leases;           

                               (c) Except as described on Exhibit 2.1.10(c), the
use of any leased real property by Company does not currently violate any       
applicable deed restrictions, easements, rights-of-way, zoning, building or use 
statutes, rules, ordinances or regulation of any federal, state, county or local
entity, authority or agency or any other building or use restrictions applicable
thereto. There is no existing or, to the best of Company's knowledge, threatened
condemnation or other legal action of any kind involving such real property     
which may affect the value or use thereof; and                                  

                               (d) Company's use of any leased real property has
never been and is not currently in violation of, and based upon the present and 
contemplated use of such real property, operations of Company are not expected  
to violate, any Governmental Regulations (as hereinafter defined) relating to   
Hazardous Substances (as hereinafter defined). To the best of Company's         
knowledge, the use of any such real property by any prior owner or lessee was   
not in violation of any such Governmental Regulations. There are no such        
violations claimed or, to the best of Company's knowledge, threatened or alleged
by, and there are not presently discussions with, any governmental authority    
concerning any alleged violation. For the purposes of this Agreement: (i) the   
term "Governmental Regulation" shall be defined as any law, regulation,         
ordinance or similar requirement of the United States, any state or any county, 
city or other agency or subdivision thereof; and (ii) the term "Hazardous       
Substances" shall be defined as any flammables, explosives, radioactive         
materials, hazardous wastes, polychlorinated biphenals, friable asbestos,       
regulated emissions or any material containing asbestos, toxic substances or    
related materials, including, without limitation, substances now defined as     
"Hazardous Substances", "Hazardous Materials" or "Toxic Substances" in the      
Comprehensive Environmental Response, Compensation And Liability Act of 1980, as
amended (42 U.S.C. ss. 9601, et seq.).                                          

           2.1.11       TANGIBLE AND INTANGIBLE PERSONAL PROPERTY.

                       (a) Title. Except to set forth on Exhibit
2.1.11(a), Company has good, valid and marketable title in and to all tangible  
and intangible personal property used by                                        

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Company in the operation of the Business, free and clear of all liens, claims,  
encumbrances, security interests and title retention arrangements;              

                     (b) Intellectual Property Licenses. All
agreements pursuant to which Company has authorized any person or entity to use,
or pursuant to which any person or entity has the right to use, any of the      
intangibles owned by the Company and all agreements pursuant to which Company is
authorized by any person or entity to use any of the intangibles not owned by   
Company are in full force and effect, are free from default by Company or       
licensee and no event has occurred which, but for the lapse of time or the      
giving of notice or both, would constitute a default by Company or licensee     
thereunder; and                                                                 

                              (c) Intellectual Property Infringements. Company
has no knowledge or notice that any product, license, patent, process, method,  
substance, part or other material presently being sold or employed or           
contemplated to be sold or employed by Company infringes in any material respect
on any rights owned or held by any other person or entity. There is no pending  
claim or litigation or, to the best of Company's knowledge, threatened claim or 
litigation against Company contesting the right of Company to sell, assign or   
use any such product, license, patent, process, method, substance, part or other
such material. No default by Company has occurred under any agreement by which  
Company is authorized to use any of the intangibles not owned by Company.       

        2.1.12 CONTRACTS. Each of the material contracts and
agreements to which Company is a party is valid and enforceable in accordance   
with its terms, Company is not in default under any such contract, Company is   
not subject to any claim or counter-claim under any such contract, and no event 
has occurred which, but for the lapse of time or the giving of notice or both,  
would constitute a default by Company thereunder.                               

2.1.13       COMPLIANCE AND PERMITS.        

                         (a) Company is not in violation of, and the
Business of Company is conducted in compliance with, all federal, state and     
local laws, statutes, rules, ordinances, regulations, restrictions, orders,     
decrees and judgments applicable in any material respect to Company and the     
operation of its Business; and                                                  

                 (b) All material licenses, permits,
registrations, orders, approvals and other authorizations by, and all           
applications therefor to, federal, state, county and local governmental,        
regulatory and administrative agencies, bodies and authorities (the "Permits")  
held by, necessary to, required or used by Company in the conduct of its        
Business or otherwise are in full force and effect and there has been no        
revocation, termination, limitation or withdrawal of, or refusal to issue, any  
of the Permits, and no such action is currently pending or threatened.          

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2.1.14       TAX LIABILITIES.               

                       (a) Company has properly completed in all
material respects and filed in substantially correct form all federal, state,   
county, local and foreign income, excise, property, sales, use, franchise and   
other tax returns which are required to be filed by Company up to and including 
the Closing Date, all of which have been prepared and filed on a timely basis   
and in accordance with applicable law, and Company has paid all taxes (including
real estate and personal property taxes) and assessments which have become due, 
whether pursuant to such returns or otherwise, prior to the Closing Date;       

                              (b) Company has delivered to Subscriber true and
complete copies of all tax returns filed by Company for fiscal years 1997       
through 1999;                                                                   

                           (c) There are no agreements, waivers or other
arrangements with any governmental agency providing for an extension of time for
filing any returns or the assessment or collection of any tax or deficiency in  
effect or contemplated, nor are there any actions, suits, proceedings,          
investigations, claims or offers in compromise pending by or against Company in 
respect of any tax or assessment;                                               

                             (d) Company is not currently being (and was not
in the current fiscal year) audited by the United States Internal Revenue       
Service ("IRS") or the taxing authority of any state in which Company conducts  
business, and Company has not been audited by the IRS, or the taxing authority  
of any state in which Company conducts business, during the three (3) year      
period preceding the end of Company's last fiscal year;                         

                        (e) Company has properly withheld from the
salaries, wages or other compensation paid or payable to its officers, employees
and other persons, and has paid the appropriate federal, state and local        
authorities, all amounts required to be withheld therefrom under applicable     
laws, rules and regulations; and                                                

                               (f) There are no liens upon any of the properties
or assets of Company for taxes due and payable or interest or penalty thereon,  
and there are no pending tax examinations.                                      

2.1.15       SUITS, CLAIMS AND PROCEEDINGS. 

                           (a) Except as set forth on Exhibit 2.1.15(a),
there are no actions, suits, proceedings, claims, arbitrations or governmental  
investigations pending or threatened against, brought on behalf of or relating  
to the Shares, Company, its securities, its assets or its Business;             

                             (b) There are no outstanding judgments, orders,
writs, injunctions, decrees or awards affecting the Shares, Company, its        
securities, its assets or its Business;                                         

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                              (c) Neither Company nor its officers, directors,
shareholders or employees have engaged in any practices or course of conduct, or
committed any acts, which constitute an unlawful trade practice or which would  
constitute a violation of federal or state antitrust laws or related regulations
or which would form the basis for a claim of fraud or misrepresentation;        

                     (d) With respect to any actions, suits,
proceedings, claims, arbitrations or governmental investigations identified on  
Exhibit 2.1.15(a), unless otherwise noted, each claim asserted against Company  
is covered by insurance and the respective insurance companies have agreed in   
writing and without reservation to undertake the defense and provide Company    
with coverage; and                                                              

                            (e) There are no circumstances, occurrences or
events which, but for the giving or receiving of notice, passage of time or     
otherwise, may give rise to an action, suit, proceeding, claim, arbitration or  
investigation against the Shares, Company, its securities, its assets or its    
Business.                                                                       

              2.1.16      LABOR MATTERS.  Except as set forth on Exhibit
2.1.16:                                                                         

                       (a) No employment agreement or collective
bargaining agreement presently covers any employees of Company, nor are any such
agreements currently being negotiated by Company, and no attempt to organize any
group or all of the employees of Company has been made or proposed;             

                          (b) Company is in compliance in all material
respects with all state and federal laws relating to employment and employment  
practices, terms and conditions of employment and wages and hours, and Company  
has not engaged in any unfair labor practices; and                              

                        (c) No executive, key employee or group of
employees has indicated any intention or desire to decline or terminate their   
employment subsequent to the Closing Date;                                      

2.1.17        EMPLOYEE BENEFIT PLANS.         

                             (a) Company has no notice or knowledge that any
benefit plan or related trust to which it is a party or by which it is bound,   
including, but not limited to, any employee benefit plan within the meanings of 
Section 3(2) and Section 3(3) of the Employee Retirement Income Security Act of 
1974, as amended (including the regulations and published interpretations       
thereunder) ("ERISA") (the "Benefit Plans"), is in violation of any of the      
provisions of ERISA or that any prohibited transaction within the meaning of    
Title I or Title II of ERISA has occurred or is continuing with respect to any  
such Benefit Plan;                                                              

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                             (b) With respect to each Benefit Plan described
above: (i) all minimum funding standards required by law with respect to the    
funding of benefits payable or to be payable under such Benefit Plans have been 
met; (ii) Company has not incurred any liability to the Pension Benefit Guaranty
Corporation (the "PBGC"); and (iii) no reportable event as defined in Title IV  
of ERISA (other than a reportable event occurring as a result of the            
transactions contemplated herein) has occurred or is continuing;                

                      (c) Except as otherwise noted on Exhibit
2.1.17(c), the Benefit Plans now meet, and since their inception have met, the  
requirements for qualification under Sections 401(a) and 401(k) of the Code, the
Benefit Plans are exempt from tax under Section 501(a) of the Code, and the     
Internal Revenue Service has issued a currently effective favorable             
determination letter with respect to the qualified status of each Benefit Plan; 
and                                                                             

                            (d) There are no unpaid liabilities whatsoever
with respect to any of the Benefits Plans, including, but not limited to, any   
liabilities arising from the termination, partial termination or continuation of
the Benefit Plans, required contributions to the Benefit Plans, required        
payments to the trusts or trustees, required payments to the Benefit Plan       
participants, costs, expenses, penalties, taxes or liabilities incurred for or  
by reason of fiduciary standards applicable to the Benefit Plans or otherwise.  

2.1.18       INSURANCE POLICIES.            

                               (a) Company is not in default with respect to any
provision contained in any insurance policy owned, held by or relating to       
Company, the Business or Company's real or personal property; nor has Company   
failed to pay any premiums thereunder in a timely manner or to give any notice  
or present any claim thereunder in a timely manner;                             

                        (b) All such insurance policies are valid,
enforceable, in full force and effect, underwritten by unaffiliated, financially
sound and reputable insurers, are sufficient for all requirements of law        
applicable to Company and provide insurance in such amounts and against such    
risks as is sufficient to protect Company and its properties, assets, businesses
and operations. Under such insurance policies, Company has all of its property  
and assets insured against loss or damage by all insurable hazards or risks on a
replacement cost basis; and                                                     

                               (c) No events have occurred which would give rise
to a material claim for which a claim has not been asserted.                    

                 2.1.19 WARRANTY AND LIABILITY EXPERIENCE. There are no facts,
conditions or circumstances known to Company which would or may have a material 
adverse effect on Company by reason of any matter relating to defective products
designed, manufactured, sold or rented, or services rendered or performed, by   
Company under any express or implied warranty with respect to jobs completed,   
products or goods delivered to customers of Company or services                 

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performed by Company. There are no conditions or state of facts known to Company
which would result in a material loss to Company.                               

               2.1.20 BANKRUPTCY. During the five (5) year period prior to
the date hereof, Company has not filed any petition or request for relief under 
any provision of the United States Bankruptcy Code or any state insolvency,     
dissolution, liquidation or similar law, and no such petition or request has    
been filed against Company during such period.                                  

                  2.1.21 CORPORATE RECORDS. Company has provided Subscriber with
an opportunity to review a complete and accurate set of all the corporate       
records books of Company (the "Corporate Record Books"). The Corporate Record   
Books of Company contain complete and accurate minutes of all annual and special
meetings of the Board and shareholders of Company and all consents and          
resolutions in lieu thereof, and the signatures therein are the true signatures 
of the persons purporting to have signed them.                                  

               2.1.22 INSIDER TRANSACTIONS. Except as set forth on Exhibit
2.1.22, there are no other contracts or other transactions involving Company    
with respect to which any present officer, director, shareholder or employee of 
Company, or any person related to the foregoing by blood or marriage, is a      
party. None of the officers, directors, shareholders or employees of Company is 
indebted to Company, except for ordinary business expense advances, and Company 
is not indebted to any of its directors, officers, shareholders or employees,   
except for amounts due as normal salary, wages, commissions or reimbursements of
ordinary business expenses in accordance with Company's ordinary practices. No  
officer, director, shareholder or employee of Company has any interest in       
property, real or personal, tangible or intangible, including any computer      
software or other intangibles, used in or pertaining to the Business (except the
equity interest ordinarily incident to the ownership of shares of Company's     
common capital stock).                                                          

                 2.1.23 DISCLOSURE OF MATERIAL FACTS. Company has disclosed to
Subscriber all material facts relating to Company and the assets, liabilities,  
Business, operations, financial condition, operating results and prospects of   
Company. The representations and warranties contained in this Agreement and in  
any other instrument or document delivered in connection with this Agreement do 
not contain any untrue statements of material fact or omit to state any material
fact necessary to make the statements contained herein or therein not           
misleading.                                                                     

2.1.24 CERTAIN SECURITIES MATTERS.          

                             (a) Company has properly completed and filed in
correct form all documents, forms, registrations, agreements and other papers   
which are required to be filed by Company under the Securities Act of 1933, as  
amended (the "Federal Act"), the Michigan Uniform Securities Act, as amended    
(the "Michigan Act") or any other applicable securities laws, and Company has   
complied in all respects with the Federal Act, the Michigan Act and any other   
applicable securities laws;                                                     

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                             (b) The information in all of Company's filings
under the Federal Act, the Michigan Act and any other applicable securities laws
is true, accurate and complete in all material respects and the information set 
forth in such filings does not contain any untrue statements of material fact or
omit to state any material fact necessary to make the statements contained      
therein not misleading;                                                         

                               (c) Since the filing of Company's last Form 10-K,
there has not been any material adverse change in the condition of Company or   
any other event or condition of any character which has had or which may have a 
material adverse affect on Company;                                             

                     (d) Neither the Securities and Exchange
Commission ("SEC"), the National Association of Securities Dealers ("NASD") or  
any other governmental or quasi-governmental entity, authority or agency having 
jurisdiction over Company, its securities or its Business, has undertaken or    
issued any action, suit, proceeding, claim, arbitration, investigation or stop  
order against Company, its securities or its Business;                          

                            (e) Company is not an investment company, unit
investment trust or face amount certificate company that is, or is required to  
be, registered under the United States Investment Company Act of 1940, as       
amended (the "Investment Company Act"), the Michigan Act or any other applicable
securities laws;                                                                

                             (f) Neither Company, any of its subsidiaries or
affiliates or any other person acting on their behalf has sold, offered for     
sale, solicited offers to buy, or otherwise negotiated in respect of any        
security (as defined in the Federal Act) which is or will be integrated with the
sale of the Shares in a manner that would require the registration under the    
Federal Act, the Michigan Act or any other applicable securities laws; and      

                        (g) The 1997 reverse take-over merger (the
"Merger") in which Company (f/k/a Bennington Corporation) acquired ATS complied 
in all respects with all applicable laws, statutes, rules, ordinances,          
regulations, restrictions, orders, decrees and judgments, including, without    
limitation, the Federal Act, and there are no actions, suits, proceedings,      
claims, arbitrations or investigations pending or threatened against Company,   
its securities, its shareholders, its assets or its Business arising out of or  
as a result of the Merger.                                                      

                2.2 REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER. Subscriber
hereby represents and warrants to Company as of the date of this Agreement, and 
shall reaffirm to Company as of the Closing Date, the following:                

                      2.2.1 COMPANY EXISTENCE. Subscriber is a limited liability
company duly organized and validly existing under the laws of the State of      
Michigan.                                                                       

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                  2.2.2 VALIDITY OF AGREEMENT. Neither the execution and
delivery of this Agreement by Subscriber, nor the consummation of the           
transactions contemplated hereby, will result in a breach or violation of the   
Articles of Organization of Subscriber, any agreement, indenture, mortgage,     
lease or other obligation or instrument to which Subscriber is a party or by    
which Subscriber is bound, or of any applicable law to which Subscriber is      
subject or by which it is bound.                                                

              2.2.3 AUTHORIZATION. Subscriber has full power and
authority to execute, deliver and perform this Agreement, and all action of     
Subscriber necessary for such execution, delivery and performance has been duly 
taken. This Agreement constitutes a valid and binding obligation of Subscriber  
enforceable in accordance with its terms, subject to the effect of bankruptcy,  
insolvency or similar laws affecting the rights and remedies of creditors       
generally and equitable or other relief which is at the discretion of the court 
before which any proceedings may be brought.                                    

                2.2.4 INVESTMENT INTENT. Subscriber is acquiring the
Shares for its own account, for investment purposes only and not with the view  
to or for the resale, distribution or fractualization thereof, in whole or in   
part, and no other person has a direct or indirect beneficial interest in the   
Shares.                                                                         

                2.2.5 ACKNOWLEDGMENT OF NON-REGISTRATION. Subscriber
acknowledges that the offering and sale of the Shares has not, as of the Closing
Date, been registered under the Federal Act, the Michigan Act or any other      
applicable securities laws and that the offer and sale of the Shares has been   
made in reliance upon exemptions from registration under the Federal Act, the   
Michigan Act and the other applicable securities laws, and the rules and        
regulations promulgated thereunder. Subscriber will not sell or otherwise       
transfer the Shares without registration under the Federal Act and/or the       
Michigan Act and/or any other applicable securities laws or exemption therefrom,
and Subscriber understands and agrees that it must bear the economic risk of its
investment for an indefinite period of time because, among other reasons, as of 
the Closing Date, the Shares have not been registered under the Federal Act or  
under the Michigan Act or under the securities laws of any other jurisdiction   
and, therefore, cannot be resold, pledged, assigned, or otherwise disposed of   
except in compliance with all applicable laws.                                  

                   2.2.6 ACCREDITED INVESTOR. Subscriber is an "accredited
investor" as such term is defined under Regulation D of the Federal Act.        
Subscriber has such knowledge and experience in financial and business matters  
so as to be capable of evaluating the merits and risks of an investment in the  
Shares and protecting its own interest in connection with the investment and    
Subscriber has determined that the Shares are a suitable investment for it and  
at this time Subscriber could bear a complete loss of its investment. Subscriber
is a Michigan limited liability company not formed for the specific purpose of  
acquiring the Shares and Subscriber has total assets in excess of Five Million  
and 00/100 ($5,000,000.00) Dollars.                                             

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3.       COVENANTS.                                           

3.1      AFFIRMATIVE COVENANTS OF COMPANY.  

                       3.1.1 CONTINUING ACCESS. Between the date of this
Agreement and the Closing Date, Company shall permit Subscriber and its         
officers, agents, attorneys, accountants and auditors reasonable access upon    
prior notice and request during normal business hours to all of the facilities, 
assets, properties, books, records, agreements, customers and personnel of      
Company, and shall furnish to Subscriber and its representatives all such       
information concerning Company and its Business as Subscriber may request, so   
that Subscriber may conduct and complete its examinations of the books, records 
and operations of Company and have ongoing assurance that Company is being      
operated in the normal and ordinary course and Company is complying with all of 
its covenants, representations and warranties under this Agreement.             

                           3.1.2 OPERATION OF BUSINESS. Between the date of this
Agreement and the Closing Date, except as set forth on Exhibit 3.1.2, except as 
specifically authorized by the terms of this Agreement or except as otherwise   
expressly consented to in writing by Subscriber:                                

                           (a) Company shall conduct and operate the
Business of Company only in the ordinary course of business consistent with the 
past practices of Company;                                                      

                               (b) Company shall not solicit a vote in favor
of any amendment or modification to the Articles of Incorporation or Bylaws of  
Company or authorize or issue any capital stock or other securities of Company; 

                               (c) Company shall not solicit a vote in favor
of, or cause, make or issue, any dividend, distribution or payment in respect of
any securities;                                                                 

                                (d) Company shall not enter into, authorize or
permit any sale, transfer, assignment, lease or other disposition of any assets 
of Company, other than in the ordinary course of business;                      

                           (e) Company shall use its best efforts to
preserve intact the Business of Company;                                        

                      (f) Company shall not enter into any
agreements, understandings or discussions with any person or entity concerning  
any merger, consolidation, share exchange, acquisition or other business        
combination or transaction involving any securities of Company or, except in the
ordinary course of business, the sale or other disposition of all or any portion
of the assets of Company;                                                       

                           (g) Company shall use its best efforts to
maintain the goodwill of                                                        

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the suppliers, customers and employees of, and all other persons and entities   
having business relationships with, Company;                                    

                           (h) Company shall not issue any rights or
options to purchase stock or securities (whether or not convertible into stock) 
of Company and shall not in any manner reorganize or recapitalize Company;      

                            (i) Company shall not file any petition or
request for relief under any provision of the United States Bankruptcy Code or  
any state insolvency, dissolution, liquidation or similar law; and              

                             (j) Company shall not change the accounting
methods or practices followed by Company (other than as required by concurrent  
changes in GAAP).                                                               

                  3.1.3 ACCURACY OF REPRESENTATIONS. Company shall do all things
necessary to ensure that the representations and warranties of Company contained
in this Agreement are true in all respects at and as of the Closing Date.       

                  3.1.4 UPDATED EXHIBITS. Between the date of this Agreement and
the Closing Date, Company shall update the Exhibits to this Agreement, if       
necessary, to make them true and accurate as of the Closing Date.               

               3.1.5 USE OF PROCEEDS. The proceeds from the Purchase Price
shall be used by the Company for general working capital purposes, general      
corporate expenses and the expense of the transaction contemplated by this      
Agreement. No more than Seven Hundred Forty Thousand and 00/100 ($740,000.00)   
Dollars of the Purchase Price shall be used to pay down the existing financed   
debt of Company and no more than Eighty Thousand and 00/100 ($80,000.00) Dollars
of the Purchase Price shall be used to pay bonuses, benefits, compensation or   
other forms of remuneration to directors, officers or shareholders of Company.  

              3.1.6 FINANCIAL CONSULTING AGREEMENT. On the Closing Date,
Company shall execute and deliver the Financial Consulting Agreement in the form
attached hereto as Exhibit 3.1.6 ("Financial Consulting Agreement").            

             3.1.7 REGISTRATION RIGHTS AGREEMENT. On the Closing Date,
Company shall execute and deliver the Registration Rights Agreement in the form 
attached hereto as Exhibit 3.1.7 ("Registration Agreement"), which Registration 
Agreement shall provide, among other things, that within one hundred twenty     
(120) days from the Closing Date the Shares and the Shares that may be exercised
pursuant to the Warrants shall be registered under the Securities Act and under 
such other securities or Blue Sky laws of such other jurisdictions as the holder
of the Shares shall reasonably request with the expense thereof to be paid by   
Company.                                                                        

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              3.1.8 VOTING AGREEMENT. On the Closing Date, Company shall
execute and deliver the Voting Agreement in the form attached hereto as Exhibit 
3.1.8 ("Voting Agreement").                                                     

               3.1.9 DELIVERY OF DOCUMENTS. On or before the Closing Date,
Company shall deliver all of the information, instruments and documents required
to be delivered by Company as set forth in Section 6 hereof, including, but not 
limited to, the Voting Agreement, the Financial Consulting Agreement and the    
Registration Agreement.                                                         

                3.1.10 FURTHER ASSURANCES. At any time from the date hereof,
to, through and after the Closing Date, Company shall execute and deliver to    
Subscriber such further lists, documents and instruments and take all such      
further action as Subscriber may reasonably request in order to carry out the   
transactions contemplated hereby.                                               

3.2       AFFIRMATIVE COVENANTS OF SUBSCRIBER.                  

              3.2.1 Accuracy of Representations. Subscriber shall do all
things necessary to ensure that the representations and warranties of Subscriber
contained in this Agreement are true in all respects at and as of the Closing   
Date.                                                                           

               3.2.2 DELIVERY OF DOCUMENTS. On or before the Closing Date,
Subscriber shall deliver those documents required to be delivered by Subscriber 
as set forth in Section 6 hereof.                                               

                3.2.3 COMPLIANCE WITH SECURITIES LAWS. On or before ten (10)
days after the Closing Date, Subscriber shall cause to be filed Form 13D under  
the Exchange Act and Subscriber shall cause its nominee to the Board of Company 
to timely file his Form 3.                                                      

               3.2.4 FURTHER ASSURANCES. At any time from the date hereof,
to, through and after the Closing Date, Subscriber shall execute and deliver to 
Company such further lists, documents and instruments and take all such further 
action as Company may reasonably request in order to carry out the transactions 
contemplated hereby.                                                            

4.       OTHER AGREEMENTS AND COVENANTS.                                

             4.1 DEFAULTS. In the event of a default by Company hereunder, then,
notwithstanding any other provisions of this Agreement or any other agreement or
law to the contrary, Subscriber may, at its option, enforce the terms hereof by 
specific performance or otherwise, or Subscriber may exercise any other right or
remedy, all of which rights and remedies shall be cumulative. In the event of a 
default by Subscriber hereunder, then, notwithstanding any other provisions of  
this Agreement or any other agreement or law to the contrary, Company may, at   
its option, enforce the terms hereof by specific performance or otherwise, or   
Company may exercise any other right or remedy, all of which rights and remedies
shall be cumulative.                                                            

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          4.2 BREAK UP FEE. In the event that Subscriber is ready, willing
and able to close on its purchase of the Shares and Company defaults on its     
obligations under this Agreement or in the event that Company fails to close    
with Subscriber and subsequently closes any other debt or equity financing with 
any other party for a period of one hundred eighty (180) days from May 3, 2000, 
then in such event, in addition to all of the other rights and remedies which   
may be available to Subscriber, Company shall pay to Subscriber a break-up fee  
in the amount of One Hundred Thirty-Five Thousand and 00/100 ($135,000.00)      
Dollars if Subscriber was investing between One Million Five Hundred Thousand   
and 00/100 ($1,500,000.00) Dollars and One Million Seven Hundred Fifty Thousand 
and 00/100 ($1,750,000.00) Dollars and One Hundred Fifty Thousand and 00/100    
($150,000.00) Dollars if Subscriber was investing between One Million Seven     
Hundred Fifty Thousand One and 00/100 ($1,750,001.00) Dollars and Two Million   
and 00/100 ($2,000,000.00) Dollars.                                             

      4.3 EXPENSES. Except as otherwise expressly provided herein,
each party to this Agreement shall pay his or its own expenses incident to this 
Agreement and the transactions contemplated in this Agreement, including,       
without limitation, counsel fees, brokerage or financial advisor fees and       
accounting fees. Notwithstanding the foregoing, at the Closing on the Closing   
Date, Company shall pay: (i) Subscriber's legal fees in an amount not to exceed 
Fifteen Thousand and 00/100 ($15,000.00) Dollars; and (ii) a closing fee (the   
"Closing Fee") to Senderra Corporation ("Senderra") in an amount equal to One   
Hundred Fifty Thousand and 00/100 ($150,000.00) Dollars.                        

         4.4 NO DISCLOSURES. None of the parties to this Agreement shall
make any public disclosure or publicity release pertaining to the existence or  
the subject matter of this Agreement without the prior consent of the other     
parties; provided, however, that the parties shall be permitted to make such    
disclosures to the public or to governmental agencies as is deemed necessary or 
appropriate to comply with applicable laws.                                     

           4.5 CONFIDENTIALITY. Except as is otherwise required by law or as
permitted herein, each party agrees not to disclose, divulge, provide or make   
accessible to any other person or entity the non-public, confidential           
information of the other parties obtained during the term of this Agreement     
("Confidential Information"). Notwithstanding the foregoing, each party may     
disclose such Confidential Information to its professional advisors, financiers,
officers, directors, members, managers, advisory board members, and employees,  
and each party shall use its best efforts to cause all such persons (including  
any affiliates of the parties) to whom any such information is disclosed not to 
disclose any of such information to others in violation of the foregoing        
restrictions. It is hereby understood and agreed that information shall not be  
considered Confidential Information: (i) if the information was at the time of  
disclosure known to the general public or subsequently, through no act or       
omission of the party, became known to the public; (ii) if the information was, 
subsequent to the time of disclosure, lawfully and independently received from a
third party, provided that, at the time of the disclosure, such third party was 
not then bound by a confidentiality agreement with Company; or (iii) if the     
information was independently developed by the party without violation of this  
Section 4.5.                                                                    

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             4.6 REPORTING. Each of the parties hereto shall cooperate with each
of the other parties hereto in preparing and filing any reports, applications,  
disclosures and other documents with any governmental agencies or third parties 
necessary or appropriate to consummate the transaction provided for in this     
Agreement.                                                                      

            4.7 TAXES. Company shall pay all governmental assessments, charges
or taxes (except income or similar taxes imposed on Subscriber), including any  
interest or penalties thereon, at any time payable or ruled to be payable in    
respect of the existence, execution, delivery or performance of this Agreement  
and the related agreements or the issuance or existence of the Shares, by reason
of an existing or hereafter enacted federal, state or local statue, and Company 
shall indemnify and hold harmless Subscriber against any liability in connection
with such assessments, charges or taxes.                                        

5.       CONDITIONS TO CLOSING.                               

                5.1 CONDITIONS TO SUBSCRIBER'S OBLIGATIONS. Without limiting
any other rights or remedies which Subscriber may have at law or in equity, the 
obligations of Subscriber under this Agreement are subject to the satisfaction  
of the following conditions at or prior to the Closing, any or all of which may 
be waived by Subscriber in writing in its sole discretion:                      

                5.1.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES. All of the
representations and warranties made by Company in this Agreement, or in any     
written statement which shall be delivered to Subscriber pursuant to this       
Agreement, shall be true, accurate and correct in all material respects, at and 
as of the Closing Date, with the same force and effect as though such           
representations and warranties had been made at and as of the Closing Date.     

               5.1.2 COMPLIANCE WITH COVENANTS. All actions, undertakings,
covenants, or agreements required to be performed by Company prior to the       
Closing shall have been performed or complied with, in all material respects, on
or prior to the Closing Date, and Company shall have delivered evidence of such 
compliance to Subscriber on the Closing Date.                                   

                 5.1.3 CERTIFICATE OF COMPANY. Company shall have delivered to
Subscriber a Certificate, dated as of the Closing Date, signed by an authorized 
officer of Company, certifying as to the fulfillment of the conditions specified
in Sections 5.1.1 and 5.1.2.                                                    

                5.1.4 CONSENTS. Company shall have obtained and delivered to
Subscriber the approvals and consents to the transaction contemplated by this   
Agreement as set forth on Exhibit 2.1.3.                                        

                5.1.5 DELIVERY OF DOCUMENTS. Company shall have delivered to
Subscriber the information, instruments and documents required to be delivered  
by it pursuant to the terms of this Agreement.                                  

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                  5.1.6 NO MATERIAL CHANGE IN EXHIBITS. There shall have been no
material adverse change in the information required to be contained in the      
Exhibits to this Agreement.                                                     

                  5.1.7 LEGAL OPINION. Subscriber shall have received an opinion
of counsel from counsel to Company, dated as of the Closing Date, substantially 
to the effect that:                                                             

                    (a) Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada; Company is 
not required to be qualified or otherwise authorized to conduct business in any 
jurisdiction, or if the Company is required to be so qualified, the Company is  
duly qualified and in good standing in each jurisdiction in which the Company   
conducts business; and Company has full corporate power and authority to carry  
on the Business as presently conducted and to own and operate its assets,       
properties and business;                                                        

                        (b) The authorized, issued and outstanding capital stock
of Company is as specified on Exhibit 2.1.4 to this Agreement, and Shares of the
capital stock of Company to be issued to Subscriber pursuant to the terms of    
this Agreement are duly authorized, legally and validly issued, fully paid,     
non-assessable and subject to no preemptive rights;                             

                       (c) Except and to the extent set forth on Exhibit 2.1.5
of this Agreement, to counsel's knowledge, there are no outstanding options,    
warrants, convertible securities, subscriptions, puts, calls, agreements or     
other commitments or rights of any nature whatsoever to acquire any securities  
of Company;                                                                     

                      (d) Upon consummation of the transactions contemplated
in this Agreement, Subscriber will have good, valid and marketable title to the 
Shares, free and clear of all security interests, liens, encumbrances and       
restrictions, except for restrictions provided for by the Federal Act or the    
Michigan Act;                                                                   

                        (e) The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not result in the     
breach of any of the currently effective terms or conditions of, or constitute  
(or with notice or lapse of time, or both, would constitute) a default under or 
violation of, the current Articles of Incorporation or Bylaws of Company nor, to
counsel's knowledge, will such execution or delivery result in the termination  
or acceleration of any right or obligation under, or constitute a breach or     
default under, any term, covenant, condition or provision of any material       
mortgage, lease, agreement, instrument, document, order, award, judgment or     
decree to which Company is a party, or by which Company or any of its assets may
be bound;                                                                       

                (f) This Agreement and the other instruments and
documents executed by Company in connection with the transactions contemplated  
by this Agreement have been duly authorized and properly and validly executed   
and delivered by Company, and the documents constitute valid and binding        
obligations of Company enforceable against it in accordance with their terms,   
subject to the qualifications that: (i) the rights and remedies contained in the

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documents are subject to applicable bankruptcy, insolvency and other similar    
laws affecting the enforceability of creditor's rights generally; and (ii) the  
enforceability of the documents is subject to general principles of equity;     

                       (g) There are no consents, approvals, authorizations or
orders of, or registrations or filings with, any governmental agencies or bodies
required for the consummation of the transactions contemplated by this Agreement
other than those expressly provided for on Exhibit 2.1.3 to this Agreement; and 

                       (h) The Shares and the transactions contemplated hereby
are exempt from the registration and prospectus delivery requirements under the 
Federal Act, the Michigan Act and the securities laws of the states in which    
Company is incorporated or is doing business, and the rules and regulations     
promulgated thereunder.                                                         

                        In rendering its opinion, counsel to Company may
rely on facts represented to it by Company and on a certificate of such facts   
executed by a duly authorize officer of Company and counsel to Company may      
otherwise qualify its opinion in such manner as is customary for transactions of
this nature.                                                                    

                    5.1.8 INSPECTION. subscriber shall be satisfied, in its sole
and absolute discretion, with the results of its inspection and examinations    
described in Section 1.4 and Section 3.1.1 hereof.                              

                    5.1.9 OTHER REQUIREMENTS. The sale and purchase contemplated
herein shall comply with all other applicable government laws, rules and        
regulations.                                                                    

       5.2 CONDITIONS TO COMPANY'S OBLIGATIONS. Without limiting any
other rights or remedies which Company may have at law or in equity, the        
obligations of Company under this Agreement are subject to the satisfaction of  
the following conditions at or prior to Closing, any or all of which may be     
waived by Company in its sole discretion:                                       

          5.2.1 ACCURACY OF SUBSCRIBER'S REPRESENTATIONS AND
WARRANTIES. All representations and warranties made by Subscriber in this       
Agreement or in any written statement which shall be delivered to Company       
pursuant to this Agreement shall be true, accurate and correct in all material  
respects, at and as of the Closing Date, with the same force and effect as      
though such representations and warranties had been made at and as of the       
Closing Date;                                                                   

                   5.2.2 COMPLIANCE WITH COVENANTS. All actions, undertakings,
covenants or agreements required to be performed by Subscriber prior to the     
Closing shall have been performed or complied with, in all material respects, on
or prior to the Closing Date;                                                   

                   5.2.3 CERTIFICATE OF SUBSCRIBER'S OFFICER. Subscriber shall
have delivered to Company a Certificate, dated as of the Closing Date, signed by
an authorized representative of                                                 

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Subscriber, certifying as to the fulfillment of the conditions specified in     
Section 5.2.1 and Section 5.2.2;                                                

                    5.2.4 DELIVERY OF DOCUMENTS. Subscriber shall have delivered
the other documents required to be delivered by Subscriber pursuant to this     
Agreement;                                                                      

                   5.2.5 LEGAL OPINION. Company shall have received an opinion
of counsel from counsel to Subscriber, dated as of the Closing Date,            
substantially to the effect that:                                               

                      (a) Subscriber is a limited liability company duly
organized, validly existing and in good standing under the laws of the State of 
Michigan, and Subscriber has duly authorized and ratified the execution and     
delivery of this Agreement;                                                     

                       (b) The execution and delivery of this Agreement by
Subscriber, and the consummation of the transactions contemplated hereby, will  
not result in a breach or violation of the Articles of Organization of          
Subscriber, nor, to counsel's knowledge, will such execution and delivery result
in a breach or default under any agreement, indenture, mortgage, lease or other 
obligation or instrument to which Subscriber is a party or by which Subscriber  
is bound, or a violation of any applicable law to which Subscriber is subject or
by which it is bound;                                                           

                  (c) Subscriber has full power and authority to
execute, deliver and perform this Agreement, and all action of Subscriber       
necessary for such execution, delivery and performance has been taken. This     
Agreement constitutes a valid and binding obligation of Subscriber enforceable  
in accordance with its terms, subject to the effect of bankruptcy, insolvency or
similar laws effecting the rights and remedies of creditors generally and       
equitable or other relief which is at the discretion of the court before which  
any proceedings may be brought; and                                             

                      (d) Subscriber is an "accredited investor" as such
term is defined under Regulation D of the Federal Act.                          

                           In rendering its opinion, counsel to Subscriber
may rely on facts represented to it by Subscriber and on a certificate of such  
facts executed by a duly authorized officer of Subscriber and counsel to        
Subscriber may otherwise qualify its opinion in such manner as is customary for 
transactions of this nature.                                                    

        6. CLOSING DOCUMENTS. At the Closing, on the Closing Date, the parties
shall cause to be delivered to each other the following:                        

6.1 Instruments of Conveyance. Company shall deliver to 
Subscriber all of the stock certificates evidencing the Shares and Warrant      
Agreements evidencing the Warrants, in a form and substance satisfactory to     
Subscriber and its counsel, necessary to assign, transfer and vest in           

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Subscriber good and marketable title to the Shares, free and clear of all       
liabilities, liens, claims and encumbrances.                                    

          6.2 CONSENTS. Company shall deliver to Subscriber all of the third
party consents which are necessary or appropriate to consummate the transactions
contemplated by this Agreement;                                                 

        6.3 COMPANY'S CERTIFICATE. Company shall deliver to Subscriber a
certificate reaffirming the representations and warranties and covenants set    
forth in Section 2.1 hereof;                                                    

           6.4 SUBSCRIBER'S CERTIFICATE. Subscriber shall deliver to Company a
certificate reaffirming the representations and warranties set forth in Section 
2.2 hereof;                                                                     

      6.5 COMPANY'S RESOLUTIONS. Company shall deliver to Subscriber
resolutions of the Board of Company authorizing Company to undertake and        
complete such actions as are necessary or appropriate to consummate the         
transactions contemplated in this Agreement;                                    

          6.6 SUBSCRIBER'S RESOLUTIONS. Subscriber shall execute and deliver
to Company resolutions of the managers of Subscriber authorizing Subscriber to  
undertake and complete such actions as are necessary or appropriate to          
consummate the transactions contemplated in this Agreement;                     

        6.7 OPINIONS OF COUNSEL. Company shall deliver to Subscriber the
opinion of counsel contemplated by Section 5.1.7 hereof, and Subscriber shall   
deliver to Company the opinion of counsel contemplated by Section 5.2.5 hereof; 

          6.8 OTHER AGREEMENTS. The parties shall execute and deliver to one
another all other instruments and documents which are necessary or appropriate  
to consummate the transactions contemplated in this Agreement.                  

7. MISCELLANEOUS.                                             

            7.1 NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given on the
day thereof if delivered by hand and receipted for by the party to whom said    
notice or other communication shall have been directed, or three (3) days after 
mailed by certified or registered mail with postage prepaid, return receipt     
requested, or one (1) day after depositing such notice or other communication   
for overnight delivery in the hands of a nationally-recognized overnight        
delivery service, and addressed to the applicable party at its address set forth
below or at such other address as the applicable party may designate by written 
notice to the other parties:                                                    

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A.    If to Company:                         B.   If to Subscriber:             

Mr. Gerald A. Pesut                         Mr. Daniel J. Dorman    
President & CEO                             President               
      Advanced Systems International, Inc.        Princeton Capital Fund, L.L.C.
25300 Telegraph Road                        1533 North Woodward     
Suite 455                                   Suite 175               
  Southfield, MI 48034                        Bloomfield Hills, MI 48304

with a copy to:                             with a copy to:         

David D. Warner, Esq.                       Brian D. O'Keefe, Esq.  
Jaffe, Raitt, Heuer & Weiss, P.C.           Hyman Lippitt, P.C.     
One Woodward Avenue                         185 Oakland Avenue      
Suite 2400                                  Suite 300               
Detroit, MI 48226                           Birmingham, MI 48009    

7.2 ENTIRE AGREEMENT AND CONSTRUCTION. This Agreement,
together with the Exhibits attached hereto, constitutes the entire agreement    
between the parties pertaining to the subject matter hereof and supersedes all  
prior arrangements, understandings, negotiations and discussions, whether oral  
or written, of the parties. No amendment, supplement, modification, waiver or   
termination of this Agreement shall be binding unless executed in writing by the
party against whom enforcement is sought. No waiver of any of the provisions of 
this Agreement shall be deemed or shall constitute a waiver of any other        
provisions hereof (whether or not similar), nor shall such waiver constitute a  
continuing waiver unless otherwise expressly provided. The unenforceability or  
invalidity, if any, of any provision of this Agreement shall not render any     
other provision or provisions unenforceable, and each provision hereof shall be 
enforced to the fullest extent permitted by applicable law. The Exhibits to this
Agreement are part of this Agreement as if set forth in full in this Agreement. 

7.3 BENEFIT. All of the terms and provisions of this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and  
their respective heirs, executors, personal representatives, successors and     
permitted assigns. The rights and obligations of Subscriber under this Agreement
may be assigned and delegated at any time prior to the Closing upon written     
notice to Company. The rights and obligations of Company under this Agreement   
shall not be assigned or delegated, as the case may be, without the prior       
written consent of Subscriber. Except as expressly provided herein, nothing     
herein is intended to confer upon any person, other than the parties and their  
respective heirs, executors, personal representatives, successors and permitted 
assigns as provided herein, any rights or remedies whatsoever.                  

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          7.4 COUNTERPARTS. This Agreement may be executed simultaneously in
one or more counterparts, each of which shall be deemed an original, but all of 
which together shall constitute one and the same instrument. Any facsimile      
signature hereon shall be given the same force and effect as an original        
signature.                                                                      

          7.5 CAPTIONS AND USE OF PRONOUNS. The captions inserted herein are
inserted only as a matter of convenience and in no way define, limit, construe, 
affect or describe the scope or intent of this Agreement. Whenever herein the   
singular is used, the same shall include the plural, and the masculine gender   
shall include the feminine and neuter genders and vice versa, whenever the      
context so requires.                                                            

          7.6 TIME IS OF THE ESSENCE. Time shall be deemed to be of the very
essence of this Agreement.                                                      

          7.7 GOVERNING LAW. This Agreement shall be construed, interpreted,
and the rights of the parties hereunder determined, in accordance with the laws 
of the State of Michigan.                                                       

   7.8 JOINT DRAFTING. The parties hereto, together with their
respective attorneys, have participated in the drafting, preparation and        
negotiation of this Agreement. Each of the parties hereto acknowledges such     
participation and negotiation in order to avoid the application of any rule     
construing contractual language against the drafter thereof and agrees that the 
provisions contained in this Agreement shall be construed without prejudice to  
the party who actually memorialized this Agreement in final form.               

     7.9. SURVIVAL. All representations, warranties, covenants and
agreements of Company and Subscriber contained in this Agreement and this       
Agreement itself shall survive the execution and delivery of this Agreement and 
the Closing Date, notwithstanding any investigation or examination made by or on
behalf of any party and notwithstanding any rule, law or course of dealing to   
the contrary. No inspections or examination by Subscriber of the books, records,
operations, personnel or any other matter relating to the Company shall in any  
way be deemed to be a waiver or modification of any representation, warranty or 
covenant by Company herein or in any other document executed in connection      
herewith, it being expressly understood that Subscriber is relying upon such    
representations, warranties and covenants in its decision to purchase the       
Shares.                                                                         

[SIGNATURE PAGE FOLLOWS]

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             IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.                           

WITNESSES:                                  COMPANY:                            

                                            Advanced Systems International, Inc.

-----------------------------               By:/s/ Gerald A. Pesut              
                                              --------------------------------
-----------------------------               Its:     President                  
                           Dated:  May 3, 2000

                   SUBSCRIBER:

                                      Princeton Capital Fund, L.L.C.

-----------------------------               By: /s/ Daniel J. Dorman            
                                               ---------------------------------
-----------------------------               Its:     President                  
                          Dated: May 3, 2000

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VOTING AGREEMENT

        THIS VOTING AGREEMENT ("Agreement") is made and entered into as of the
3rd day of May, 2000, by and among Advanced Systems International, Inc., a      
Nevada Company ("Company"), Princeton Capital Fund, L.L.C., a Michigan limited  
liability company ("PCF"), each of the members of the Board of Directors set    
forth on Schedule 1 attached hereto (each a "Director" and all together the     
"Directors"), and each of the shareholders set forth on Schedule 2 attached     
hereto (each a "Shareholder" and all together the "Shareholders").              

    The following is a recital of the facts underlying this Agreement:

       A. PCF has agreed to purchase one million one hundred eleven thousand
one hundred and eleven (1,111,111) shares of the common capital stock of Company
which are currently authorized but unissued by Company and Three Hundred        
Thousand (300,000) warrants to purchase common shares ("Warrants") pursuant to  
that certain Stock Purchase And Subscription Agreement dated of even date       
herewith ("Stock Purchase Agreement") provided that the parties hereto enter    
into this Agreement; and                                                        

     B. Company, Directors and Shareholders deem it desirable and in the
best interests of Company and all of its stockholders to enter into this        
Agreement in order to induce PCF to purchase the Shares (as hereinafter defined)
and the Warrants.                                                               

 NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein and for other good and valuable       
consideration, the receipt and adequacy of which are hereby mutually            
acknowledged, the parties hereto agree as follows:                              

       1. Ownership By Shareholders. As of the date hereof, each Shareholder
listed below has subscribed to the number of shares of the common capital stock 
of Company set forth opposite his name below:                                   

                                                                [Download Table]


  Name                                                         Shares 
  ----                                                         ------ 
                                                                      
  Gerald Pesut                                                 883,000
  Alexander D. Henry                                           770,900
  Mark O'Donoghue                                              133,000
  John Williams                                                233,000
  Carlos Bravo                                                 145,838
  Temple Securities Ltd.                                       813,520
  Robert C. DeMerell                                           150,000
  Timothy Selner                                               100,000
  William Mottram                                              200,000
                                                            ----------
                            Total:                           3,429,258

         The shares owned by the Shareholders are validly issued, fully paid and
non-assessable and constitute twenty-three (23%) percent of the undiluted       
securities of each and every class of Company and eighteen (18%) percent of the 
fully diluted securities of each and every class of Company after giving effect 
to all outstanding subscriptions, options, warrants, puts, calls, pre-emptive   
rights, sinking fund obligations, contracts, agreements (including this         
Agreement) or any other rights of conversion or exchange under any outstanding  
security or other instrument (together the "Options").                          

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      2.    Ownership By PCF. As of the date hereof, PCF has subscribed to
one million one hundred eleven thousand one hundred and eleven (1,111,111)      
shares of the common capital stock of Company and the shares that may be        
exercised by the Warrants (the "Shares"). The Shares owned by PCF are validly   
issued, fully paid and non-assessable and together with the shares that may be  
issued pursuant to the Warrants constitute nine and 60/100 (9.6%) percent of the
undiluted securities of each and every class of Company and seven and 20/100    
(7.2%) percent of the fully diluted securities of each and every class of       
Company after giving effect to all of the Options.                              

3.    The Board Of Directors.                                 

             a.    Voting. The Shareholders shall vote all of the shares now
or hereafter acquired by them and any other voting securities of Company over   
which they have voting control and each of them shall take all other necessary  
or desirable actions within his control which are reasonable and which are      
related to the voting of such securities, the Directors shall vote all of their 
votes as Directors and each of them shall take all other necessary or desirable 
actions within his control which are reasonable and which are related to the    
voting of such votes, and Company shall use its best efforts, proceed with due  
diligence and take all necessary and desirable actions within its control, in   
order:                                                                          

                    i.     to cause Company's Board of Directors (the "Board")
to consist of no less than two (2) members and no more than eight (8) members;  

                   ii.    to cause the election to the Board of at least one
(1) member designated by PCF (each, a "PCF Director" and, collectively, the "PCF
Directors"), provided that, if the person designated by PCF is not Daniel J.    
Dorman or Lawrence J. DeFiore, that the person selected by PCF shall be         
acceptable to Company in its reasonable discretion;                             

           iii.    to cause the composition of any committee
established by the Board to be proportionately equivalent to the composition of 
the Board;                                                                      

                   iv.    to cause the removal from the Board of one or more
of the PCF Directors only upon the written request of PCF and under no other    
circumstances, except for Just Cause (as hereinafter defined); and              

                     v.    to cause any vacancy on the Board or on any committee
thereof to be filled in a manner which is consistent with this Agreement.       

                b.    Indemnification. Company shall afford all of the
members of the Board, including, without limitation, the PCF Directors, the most
extensive rights of indemnification and exculpation as are permitted by a       
company under the Nevada Business Corporation Act, the Michigan Business        
Corporation Act or any other applicable law.                                    

          c.    Expenses. Company shall pay the reasonable
out-of-pocket expenses, including, without limitation, travel expenses, incurred
by the members of the Board in connection with attending meetings of the Board  
and any committees thereof, and in connection with their performance of the     
functions and duties as members of the                                          

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Board. Company shall procure adequate liability insurance for all of the members
of the Board, including, without limitation, the PCF Directors.                 

4.       Certain Voting Requirements.                         

            a. Restrictions. Without ten (10) days notice to and the
consent of the PCF Director, the Shareholders shall vote all of the shares now  
or hereafter acquired by them and any other voting securities of Company over   
which they have voting control and each of them shall take all other necessary  
or desirable actions within his control which are reasonable and which are      
related to the voting of such securities, the Directors shall vote all of their 
votes as Directors and each of them shall take all other necessary or desirable 
actions within his control which are reasonable and which are related to the    
voting of such votes, and Company shall use its best efforts, proceed with due  
diligence and take all necessary and desirable actions within its control, to   
prevent any of the following actions or events:                                 

                      i.    any amendment or repeal of the Articles of
Incorporation or the Bylaws of Company which would violate the terms of this    
Agreement or which would disproportionately affect PCF or the Shares;           

                           ii.    any issuance, offering, repurchase, redemption
or initial public offering of any securities of Company (other than the         
registration contemplated by the Registration Rights Agreement executed         
contemporaneously herewith) in a manner which would violate the terms of this   
Agreement;                                                                      

            iii.   any stock split, combination or
reclassification of any securities of Company in a manner which would violate   
the terms of this Agreement;                                                    

                  iv.    any declaration of dividends or other
distributions on any securities of Company in a manner which would violate the  
terms of this Agreement;                                                        

                          v.     the sale, divestiture or other disposition of
all or a substantial portion of the assets of Company, or the sale, merger,     
reorganization or consolidation of Company to, with or into any other Person (as
hereinafter defined) which would violate the terms of the Agreement, which would
disproportionately affect PCF or the Shares or for which Company did not first  
receive a fairness opinion from a top fifteen (15) nationally ranked investment 
banking firm that is unaffiliated with Company or any Related Person (as        
hereinafter defined) and which is acceptable to PCF in the reasonable exercise  
of its discretion; which fairness opinion provides that the proposed transaction
is fair and reasonable in all financial respects to all of the shareholders,    
including PCF;                                                                  

                 vi.    the acquisition by Company of assets
constituting a business as a going concern or the controlling equity interest of
the equity securities of any Person, or the consummation of any other           
transaction by Company involving the purchase of substantial assets outside of  
the ordinary course of business, which would violate the terms of the Agreement,
which would disproportionately affect PCF or the Shares or for which Company did
not first receive a fairness opinion from a top fifteen (15) nationally ranked  
investment banking firm that is unaffiliated with Company or any Related Person 
and which is acceptable to PCF in the reasonable exercise of its                

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discretion; which fairness opinion provides that the proposed transaction is    
fair and reasonable in all financial respects to all of the shareholders,       
including PCF;                                                                  

                          vii.     any material change in the nature or manner
of the business of Company or the liquidation, dissolution or winding up of     
Company or the filing of a petition for Company under any chapter of the Federal
Bankruptcy Reform Act of 1978 (11 U.S.C. ss. 101, et seq.), as amended, and the 
regulations issued from time to time thereunder, or under any similar provision 
of any state law which would violate the terms of the Agreement, which would    
disproportionately affect PCF or the Shares or for which Company did not first  
receive a fairness opinion from a top fifteen (15) nationally ranked investment 
banking firm that is unaffiliated with Company or any Related Person and which  
is acceptable to PCF in the reasonable exercise of its discretion; which        
fairness opinion provides that the proposed transaction is fair and reasonable  
in all financial respects to all of the shareholders, including PCF;            

                viii.    the entering into of any material
transaction or arrangement with, or for the benefit of, any Person who is a     
director, officer or 3% or greater shareholder of Company (a "Related Person")  
or an Affiliate (as hereinafter defined) of any such Related Person or any      
material amendment or modification to any such transaction or arrangement that  
exists as of the date hereof with any such Related Person, and which results in 
terms that are not fair and reasonable to Company and which are materially less 
favorable in any material respect than those terms that would be available from 
any other Person; and                                                           

                    ix.    the authorization of the payment of any
bonuses to any Related Person or the making of any discretionary contributions  
to any profit sharing or similar plan or program of Company on behalf of any    
Related Person, except as is reasonably consistent with the past practices of   
Company or which is usual and customary in the industry in which Company is     
engaged and which is in the ordinary course of business.                        

         5.    Antidilution And Purchase Rights. Company shall do the following:

             a.    Purchase Rights. If at any time Company grants, issues or
sells any securities or rights to purchase stock, warrants, options, securities 
or other property to the holders of any securities of Company or to any other   
Person ("Purchase Rights"), then in such event PCF shall be entitled to such    
Purchase Rights, ratably in the proportion that the Shares held by PCF bears to 
all of the outstanding shares of common stock of Company on the date on which a 
record is taken for the grant, issuance or sale of such Purchase Rights, or, if 
no such record is taken, then the date on which such grant, issuance or sale is 
to become effective;                                                            

              b.    Distribution Rights. If at any time Company authorizes any
stock split, a combination or reclassification of any securities of Company, the
issuance of any new class of securities, or the declaration of any dividends or 
other distributions on any securities of Company ("Distribution Rights"), then  
in such event PCF shall be entitled to such Distribution Rights, ratably in the 
proportion that the Shares held by PCF bears to all of the outstanding shares of
common stock of Company on the date on which a record is taken for the grant,   
issuance or sale of such Distribution Rights, or, if no such record is taken,   
then the date on which such grant, issuance or sale is to become effective;     

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             c.    Right Of First Refusal. Prior to making any offer to sell
any securities or rights to purchase stock, warrants, options, securities or    
other property, Company shall deliver a written notice to PCF, disclosing in    
reasonable detail the identity of the prospective purchaser(s), the securities  
or rights to purchase stock, warrants, options, securities or other property    
proposed to be offered (the "Offered Shares") and the terms and conditions of   
the proposed offer. PCF may elect to purchase an amount, not less than PCF's    
pro-rata share, of any Offered Shares under the same terms and conditions as    
offered to the prospective purchasers or third parties. PCF may elect to        
purchase, not less than its pro-rata share, of the Offered Shares by delivering 
a written notice of such election to Company within fifteen (15) days after     
receipt of the notice provided by Company; and                                  

            d.    Exclusions. Notwithstanding the foregoing Sections 4(a),
4(b) and 4(c), PCF shall not have Purchase Rights, Distribution Rights or Rights
Of First Refusal on any of the following:                                       

               i.    grants of stock, options or warrants to any employees under
any existing profit sharing or similar plan or program of Company and which do  
not result in any such employee owning more than an additional three (3%)       
percent of the fully diluted securities of each and every class of Company than 
owned as of the date hereof; or                                                 

             ii.    grants of stock, options or warrants to any consultants,
advisors, independent contractors or professionals of Company provided that such
grants, options or warrants are at market price, are usual and customary in the 
industry in which Company is engaged, are reasonable in comparison to the       
services rendered, and which do not result in any such third party owning more  
than an additional three (3%) percent of the fully diluted securities of each   
and every class of Company than owned as of the date hereof.                    

6.    Restrictions On Shares.                                 

           a.    Continuing Agreement. All shares now owned or hereafter
acquired by the Shareholders shall be subject to this Agreement. In the event   
that the shares are split, or a stock dividend is declared by Company, or there 
is a re-capitalization, merger, consolidation or reorganization of Company, then
all securities issued to the Shareholders pursuant thereto, or in replacement of
or in addition to the shares, shall likewise be subject to this Agreement.      

          b.    Covenants By Company. Company covenants and agrees for
itself and its successors and assigns that it will not authorize, issue,        
transfer or reissue any of the shares of Shareholders in violation of this      
Agreement or without requiring proof of compliance with this Agreement.         

7.    Representations and Warranties.                         

           a.    Representations Of Company. All corporate action on the
part of Company necessary for the authorization, execution, delivery and        
performance by Company of this Agreement has been taken. This Agreement is a    
legal, valid and binding obligation of Company enforceable against Company in   
accordance with its                                                             

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terms. The execution and delivery of this Agreement by Company will not (with or
without notice or passage of time or both): (i) conflict with or result in a    
breach of any of the provisions of the Articles of Incorporation or Bylaws of   
Company; (ii) result in a default, give rise to any right of termination,       
cancellation or acceleration, or require any consent or approval, under any of  
the terms, conditions or provisions of any note, bond, mortgage, indenture,     
loan, factoring arrangement, license agreement, lease or other instrument or    
obligation to which Company is a party or by which it or any of its securities  
or assets may be bound; or (iii) violate any law, judgment, order, writ,        
injunction, decree, statute, rule or regulation of any court, administrative    
agency, bureau, board, commission, office, authority, department or any other   
governmental or quasi-governmental entity applicable to Company or any of its   
securities or assets.                                                           

              b.    Representations Of Shareholders. All action on the part of
the Shareholders necessary for the authorization, execution, delivery and       
performance by the Shareholders of this Agreement has been taken. This Agreement
is a legal, valid and binding obligation of the Shareholders enforceable against
the Shareholders in accordance with its terms.                                  

               c.    Representations Of Directors. All action on the part of the
Directors necessary for the authorization, execution, delivery and performance  
by the Directors of this Agreement has been taken.                              

               d.    Representations Of PCF. All corporate action on the part of
PCF necessary for the authorization, execution, delivery and performance by PCF 
of this Agreement has been taken. This Agreement is a legal, valid and binding  
obligation of PCF enforceable against PCF in accordance with its terms. The     
execution and delivery of this Agreement by PCF will not (with or without notice
or passage of time or both): (i) conflict with or result in a breach of any of  
the provisions of the Articles of Organization or Bylaws of Company; (ii) result
in a default, give rise to any right of termination, cancellation or            
acceleration, or require any consent or approval, under any of the terms,       
conditions or provisions of any note, bond, mortgage, indenture, loan, license  
agreement, lease or other instrument or obligation to which PCF is a party or by
which it or any of its assets may be bound; or (iii) violate any law, judgment, 
order, writ, injunction, decree, statute, rule or regulation of any court,      
administrative agency, bureau, board, commission, office, authority, department 
or any other governmental or quasi-governmental entity applicable to PCF or any 
of its assets.                                                                  

     8.    Termination. This Agreement shall be effective as of the date
hereof and shall terminate only upon the occurrence of any one of the following 
events:                                                                         

            a.    By joint written agreement of all of the parties hereto;

              b.    PCF shall cease to hold at least one and one-half (1 1/2%)
percent of the fully diluted securities of each and every class of Company; or  

        c. The date which is three (3) years from the date of this
Agreement.                                                                      

      9.    Remedies. In the event of any default by Company, Directors or
Shareholders, PCF shall be entitled to enforce its rights hereunder by          
recovering monetary damages against Company exclusively or by pursuing any other
rights or remedies available against Company, all of which rights and remedies  
shall be                                                                        

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cumulative and not exclusive. The parties agree and acknowledge that monetary   
damages may not be an adequate remedy for any breach of the provisions of this  
Agreement by Company, Shareholders or Directors and that PCF may in its sole    
discretion apply to any court of law or equity of competent jurisdiction for    
specific performance or injunctive relief, without posting a bond or other      
security, in order to enforce, or prevent any violation of, the provisions of   
this Agreement. Injunctive relief and/or specific performance shall be the sole 
remedy against Shareholders and Directors. In addition, each of the rights of   
PCF, and the obligations of Company, Shareholders or Directors, under this      
Agreement are material inducements for the investment by PCF in Company, and PCF
would not have made the investment in the absence of any one of such rights or  
obligations. Accordingly, in the event of a breach of this Agreement by Company,
Shareholders or Directors, the parties acknowledge and agree that PCF will be   
irreparably harmed, money damages alone would not provide an adequate remedy and
the extent of the damages to PCF would be extremely impracticable if not        
impossible to determine. After consultation with counsel, the parties hereby    
agree that, in addition to the other rights and remedies set forth above, PCF   
shall be entitled to the following remedies, which the parties believe are      
reasonably likely to compensate PCF for the damages it is likely to suffer upon 
such breach:                                                                    

           A.   Company shall pay to PCF, upon demand, the amount of Two
            Hundred Thousand and 00/100 ($200,000.00) Dollars in
certified funds; and                    

          B.   Company hereby grants, and shall issue to PCF upon such
                  breach, a call option for the purchase by PCF of up to one
                   million shares of the common capital stock of Company for a
                   purchase price per Share equal to twenty (20%) percent less
                    than the mean between the high bid and the low ask price for
                    a Share of Company's publicly traded common capital stock on
the day of the breach.                  

Given the uncertainty of the extent to which PCF may suffer harm due to a breach
of this Agreement, the parties believe it is in their respective best interests 
to liquidate the damages to which PCF would be entitled in advance of any       
breach, and the parties intend that the foregoing remedies provide a level of   
certainty to the transaction and shall not be deemed to be a penalty.           

      10.   Inspection Rights And Financial Reporting Requirements. At all
times during the term of this Agreement, PCF shall have reasonable access after 
notice during reasonable business hours to Company's personnel, properties,     
assets, contracts, books and records, and other documents and data and PCF may, 
at its own expense, make copies of all of such contracts, books and records, and
other existing documents and data. Without limitation to the foregoing, PCF     
shall have the right to discuss and consult with Company's officers, directors, 
employees, customers, lenders and accountants regarding the operations and      
financial affairs of Company so long as it does not unreasonably interfere with 
the normal operation of Company's business. Further, PCF shall have the right,  
at its own expense, to cause an audit of the books and records of Company at any
time so long as it does not unreasonably interfere with the normal operation of 
Company's business. Company shall provide to PCF monthly financial statements,  
including balance sheets, income statements and cash flow statements prepared in
accordance with generally accepted accounting principals, consistently          

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applied. On a quarterly and annual basis, Company shall provide to PCF audited  
financial statements prepared in accordance with generally accepted accounting  
principals, consistently applied; which audited financial statements shall be   
issued in favor of, among others, PCF so that PCF shall be in privity with      
Company's auditors.                                                             

11.      Miscellaneous Provisions.                            

           a.    Entire Agreement And Construction. This Agreement
constitutes the entire agreement between the parties pertaining to the subject  
matter hereof and supersedes all prior arrangements, understandings,            
negotiations and discussions, whether oral or written, of the parties. No waiver
of any of the terms of this Agreement shall be deemed or shall constitute a     
waiver of any other provisions hereof (whether or not similar) nor shall such   
waiver constitute a continuing waiver unless expressly provided. The            
unenforcability or invalidity, if any, of any provision of this Agreement shall 
not render any other provision or provisions unenforceable and each provision   
hereof shall be enforced to the fullest extent permitted by applicable law.     

          b.    Benefit. All of the terms and provisions of this
Agreement shall be binding upon and shall inure to the benefit of the parties   
hereto and their successors and permitted assigns. The rights and obligations   
provided by this Agreement shall not be assignable by any party hereto except as
specifically provided in this Agreement. Except as specifically provided herein,
nothing herein is intended to confer upon any person, other than the parties and
their successors and permitted assigns, any rights or remedies whatsoever.      

      c.    Counterparts. This Agreement may be executed
simultaneously in one or more counterparts, each of which shall be deemed an    
original, but all of which together shall constitute one and the same           
instrument. Any facsimile signature hereon shall be given the same force and    
effect as an original signature.                                                

           d.    Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been   
duly given on the day thereof if delivered by hand and receipted for by the     
party to whom said notice or other communication shall have been directed or one
day after mail by certified or registered mail, postage prepaid, or one day     
after depositing such notice in the hands of a nationally recognized overnight  
delivery service and addressed to the applicable party at its address set forth 
below or to such other address as the applicable party may designate by written 
notice to the other parties:                                                    

If to any Director:                  To his address set forth on Schedule 1     

If to any Shareholder:               To his address set forth on Schedule 2     

If to Company:                       Mr. Gerald A. Pesut                        
         President & CEO
                              Advanced Systems International, Inc.
              25300 Telegraph Road
   Suite 455
                    Southfield, Michigan 48035

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with a copy to:                              David D. Warner, Esq.              
                                           Jaffe, Raitt, Heuer & Weiss, P.C.
                             One Woodward Avenue
                    Suite 2400
                           Detroit, MI 48226

If to PCF:                                   Mr. Daniel J. Dorman               
                                        Princeton Capital Fund, L.L.C.
                                    1533 North Woodward Avenue
                   Suite 175
                                    Bloomfield Hills, MI 48304

with a copy to:                              Brian D. O'Keefe, Esq.             
                             Hyman Lippitt, P.C.
                                       185 Oakland Avenue, Suite 300
                                     Birmingham, Michigan  48009

             e.    Captions And Use Of Pronouns. The captions inserted
herein are inserted only as a matter of convenience and in no way define, limit,
construe, effect or describe the scope or intent of this Agreement. Whenever    
herein the singular is used, the same shall include the plural, and the         
masculine gender shall include the feminine and neuter genders and vice versa.  

                f.    Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Michigan and the parties  
consent to the jurisdiction of the Courts of the State of Michigan for all      
purposes hereunder.                                                             

                g.    Inclusion. All of the various recitals underlying this
Agreement, and the instruments and documents referred to or attached as Exhibits
to this Agreement, shall be deemed to be included herein and made a part hereof 
as though specifically set forth herein word for word.                          

                  h.    Subsequent Documents. The parties hereto agree that they
will, at any time, execute and deliver any additional documents and instruments 
that may be necessary or appropriate to effectuate and comply with the terms and
conditions of this Agreement.                                                   

              i.    Definitions.  For the  purposes  of this  Agreement,
the  following  definitions  shall apply:                                       

                    i.    "Affiliate" as applied to any Person means any
other Person directly or indirectly Controlling (as hereinafter defined),       
Controlled By, or Under Common Control With, that Person. The term "Control"    
(including, with correlative meanings, the term "Controlling", "Controlled By"  
and "Under Common Control With"), as applied to any Person, means the           
possession, directly or indirectly, of the power to vote ten (10%) percent or   
more of the outstanding ownership interests, beneficial or otherwise, of such   
Person or otherwise to direct or cause the direction of the management and      
policies of that Person whether through the ownership of an ownership interest, 
by contract or otherwise. All of Company's officers, shareholders, directors,   
joint venturers and partners shall be deemed to be Affiliates of Company for the
purposes of this Agreement.                                                     

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                           ii.   "Just  Cause"  shall  mean  conduct  of the PCF
Director amounting to fraud, embezzlement, gross negligence, intentional        
misconduct or acts of moral turpitude injurious to Company and its reputation or
the use of alcohol, narcotics or other drugs to an extent that the PCF Director 
is unable to fulfill his duties as a member of the Board for a period of more   
than thirty (30) consecutive days                                               

                           iii.  "Person" means a natural person, a partnership,
a Company, an association, a joint stock company, a trust, a joint venture, an  
unincorporated organization, a limited liability company, or a governmental     
entity or any department, agency or political subdivision thereof.              

         j.    Continuing Agreement. No amendment, supplement,
modification, waiver or termination of this Agreement shall be binding on the   
parties hereto unless executed in writing by all of the parties hereto.         

          k.    Fiduciary Duties. Despite the voting obligations
described in this Agreement, nothing herein shall be construed to require       
Directors to breach their fiduciary duties or other duties under applicable law 
as Directors to the Company and the Shareholders.                               

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.                                        

[SIGNATURE PAGES FOLLOW]

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[SIGNATURE PAGE TO VOTING AGREEMENT DATED MAY 3, 2000]

Company:

                             Advanced Systems International, Inc.,
            a Nevada corporation

              By:/s/ Gerald A. Pesut
                              --------------------------------

      Its: President
                            --------------------------

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[SIGNATURE PAGE TO VOTING AGREEMENT DATED MAY 3, 2000]

PCF:

                          Princeton Capital Fund, L.L.C.
                                a Michigan limited liability company

                    By: /s/ Daniel J. Dorman
                                  --------------------------------

          Its: President
                                ----------------------------

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[SIGNATURE PAGE TO VOTING AGREEMENT DATED MAY 3, 2000]

Shareholder:

    /s/ Gerald Pesut
                 -----------------------------
Gerald Pesut

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[SIGNATURE PAGE TO VOTING AGREEMENT DATED MAY 3, 2000]

Shareholder:

          /s/ Alexander D. Henry
                 -----------------------------
      Alexander D. Henry

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[SIGNATURE PAGE TO VOTING AGREEMENT DATED MAY 3, 2000]

Shareholder:

       /s/ Mark O'Donoghue
                 -----------------------------
   Mark O'Donoghue

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[SIGNATURE PAGE TO VOTING AGREEMENT DATED MAY 3, 2000]

Shareholder:

     /s/ John Williams
                 -----------------------------
 John Williams

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[SIGNATURE PAGE TO VOTING AGREEMENT DATED MAY 3, 2000]

Shareholder:

    /s/ Carlos Bravo
                 -----------------------------
Carlos Bravo

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[SIGNATURE PAGE TO VOTING AGREEMENT DATED MAY 3, 2000]

Shareholder:

          Temple Securities Ltd.

           By: /s/ Mark O'Donoghue
                        ------------------------------

Its: C.E.O. 
                        ----------------------------

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[SIGNATURE PAGE TO VOTING AGREEMENT DATED MAY 3, 2000]

Shareholder:

          /s/ Robert C. DeMerell
                 -----------------------------
      Robert C. DeMerell

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[SIGNATURE PAGE TO VOTING AGREEMENT DATED MAY 3, 2000]

Shareholder:  

    /s/ Timothy Selner
               -----------------------------
Timothy Selner

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[SIGNATURE PAGE TO VOTING AGREEMENT DATED MAY 3, 2000]

Shareholder:

       /s/ William Mottram
                 -----------------------------
   William Mottram

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[SIGNATURE PAGE TO VOTING AGREEMENT DATED MAY 3, 2000]

 Director:

        /s/ Gerald Pesut
                     -----------------------------
    Gerald Pesut

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[SIGNATURE PAGE TO VOTING AGREEMENT DATED MAY 3, 2000]

 Director:

           /s/ Alexander Henry
                     -----------------------------
       Alexander Henry

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[SIGNATURE PAGE TO VOTING AGREEMENT DATED MAY 3, 2000]

 Director:

         /s/ John Williams
                     -----------------------------
     John Williams

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[SIGNATURE PAGE TO VOTING AGREEMENT DATED MAY 3, 2000]

 Director:

           /s/ Mark O'Donoghue
                     -----------------------------
       Mark O'Donoghue

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[SIGNATURE PAGE TO VOTING AGREEMENT DATED MAY 3, 2000]

 Director:

        /s/ Carlos Bravo
                     -----------------------------
    Carlos Bravo

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SCHEDULE 1

 DIRECTORS

NAME                                                 ADDRESS                    
----                                                 -------                    

Gerald Pesut                             25300 Telegraph Rd., Ste. 455          
                       Southfield, MI  48034

John Williams                            424 Clayton St.                        
                   Denver, CO  80206

Alexander Henry                          533 Davenport Rd.                      
                             Toronto, ON  Canada M5X 3R5

Mark O'Donoghue                          Tropicana Bldg.                        
                                        Providenciales, Turks & Caicos Islands
                     British West Indies

Carlos Bravo                             1713 Skyhawk Ct.                       
                          Daytona Beach, FL  32124

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SCHEDULE 2

SHAREHOLDERS

NAME                                                          ADDRESS           
----                                                          -------           

Gerald Pesut                             25300 Telegraph Rd., Ste. 455          
                       Southfield, MI  48034

Alexander D. Henry                       533 Davenport Rd.                      
                              Toronto, ON  Canada  M5X 3RS

Mark O'Donoghue                          Tropicana Bldg.                        
                                        Providenciales, Turks & Caicos Islands
                     British West Indies

John Williams                            424 Clayton St.                        
                   Denver, CO  80206

Carlos Bravo                             1713 Skyhawk Ct.                       
                          Daytona Beach, FL  32124

Temple Securities Ltd.                   Tropicana Bldg.                        
                                        Providenciales, Turks & Caicos Islands
                     British West Indies

Robert C. DeMerell                       25300 Telegraph Rd., Ste. 455          
                       Southfield, MI  48034

Timothy Selner                           25300 Telegraph Rd., Ste. 455          
                       Southfield, MI  48034

William Mottram                          25300 Telegraph Rd., Ste. 455          
                       Southfield, MI  48034

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 REGISTRATION RIGHTS AGREEMENT

        THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of the
3rd day of May, 2000, by and between Advanced Systems International, Inc., a    
Nevada corporation (hereinafter "ASI" or "Company"), and Princeton Capital Fund,
L.L.C., a Michigan limited liability company (hereinafter "PCF" or              
"Subscriber").                                                                  

      The following is a recital of the facts upon which this Agreement is
based:                                                                          

        A. Subscriber has agreed to purchase shares of Company's newly issued,
unregistered, common capital stock (the "Shares") and has been granted Warrants 
(as hereinafter defined) to purchase Shares pursuant to that certain Stock      
Purchase And Subscription Agreement of even date herewith (the "Stock Purchase  
Agreement") provided that the parties hereto enter into this Agreement;         

        B. Company deems it desirable to enter into this Agreement in order to
induce Subscriber to purchase the Shares and Warrants pursuant to the Stock     
Purchase Agreement; and                                                         

       C. The subscription to Company's Shares and Warrants by Subscriber in
the Stock Purchase Agreement is conditioned upon the registration rights being  
extended to Subscriber in this Agreement.                                       

 NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein and for other good and valuable       
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:                                         

      1.       Definitions.  As used in this Agreement the following terms
shall have the following meanings:                                              

         "Blue Sky Laws" shall mean individual state securities laws regulating,
among other things, securities offerings, distributions, tender offers and      
broker dealer activities.                                                       

       "Closing Date" shall mean the date of execution of this Agreement and
Stock Purchase Agreement by Company and Subscriber.                             

   "Commission" shall mean the United States Securities and Exchange
Commission.                                                                     

"Common Stock" shall mean the common stock of Company.        

   "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.                                                                        

    "Public Offering" shall mean any offering by Company of its equity
securities to the public pursuant to an effective registration statement under  
the Securities Act or any comparable statement under any comparable federal     
statute then in effect.                                                         

"Register," "Registered" and "Registration" shall refer to a  
registration effected by preparing and filing a Registration Statement in       
compliance with the Securities Act, and the declaration or ordering of the      
effectiveness of such Registration Statement.                                   

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        "Registration Expenses" shall mean all expenses incurred by Company in
complying with Section 2, including, without limitation, all federal and state  
registration, qualification and filing fees, printing expenses, fees and        
disbursements of counsel for Company, blue sky fees and expenses, the expense of
any special audits incident to or required by any such Registration and the     
reasonable fees and disbursements of counsel for Subscriber.                    

         "Registration Statement" shall mean Form S-1, Form SB-1, Form S-2, Form
SB-2 or Form S-3, whichever is applicable.                                      

        "Registrable Shares" or "Shares" shall mean any shares of newly issued
common capital stock of Company issued to Subscriber pursuant to the Stock      
Purchase Agreement and the shares to be purchased upon exercise of any of the   
Warrants held by Subscriber. For purposes of this Agreement, a Subscriber will  
be deemed to be a holder of Registrable Shares whenever such Subscriber has the 
then-existing right to acquire such Registrable Shares (by conversion or        
otherwise), whether or not such acquisition actually has been effected and      
certificates have been issued and delivered.                                    

     "Securities Act" shall mean the Securities Act of 1933, as amended.

        "Subscriber" shall mean Subscriber, its assignees and transferees, and
any transferee or assignee of such Subscriber who holds outstanding Registrable 
Shares with registration rights conferred by this Agreement.                    

       "Warrants" shall mean the Warrants to purchase Shares of common stock
of the Company issued to Subscriber as of the date hereof pursuant to the Stock 
Purchase Agreement.                                                             

   Capitalized terms used in this Agreement but not defined above or
elsewhere in this Agreement shall have the meanings ascribed to such terms in   
the Stock Purchase Agreement.                                                   

2.       Required Registration.                               

                 2.1 Registration Obligation Of Company. Pursuant to the terms
of this Agreement, Company covenants and agrees to register, on one occasion,   
the Registrable Shares, under the Securities Act, for resale by Subscriber.     
Company will file a Registration Statement covering the Registrable Shares as   
soon as practicable after the Closing Date, but not later than one hundred      
twenty (120) days from the Closing Date. Company shall promptly give written    
notice of such Registration to Subscriber and use its best efforts to have such 
Registration Statement declared effective promptly thereafter. Company shall    
effect such registration of the Registrable Shares under the Securities Act and 
under such other securities laws or Blue Sky Laws of such other jurisdictions as
Subscriber shall reasonably request. Company shall pay all Registration Expenses
in the manner provided in Section 4.                                            

                  2.1.1 Warrant  Shares.  Company  covenants  and agrees
that during the period within which the rights represented by the Warrants may  
be exercised, the Company will at all times have authorized, in reserve and     
registered pursuant to the terms and conditions set forth herein, a sufficient  
number of Shares of its common stock to provide for the exercise of the         

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rights represented by the Warrants.                                             

             2.2 Selection Of Underwriters. If the registration of the
Registrable Shares is for a registered public offering involving an             
underwriting, Company shall so advise Subscriber in writing. Subscriber shall   
have the right to select the investment banker(s) and manager(s) to administer  
the offering, subject to Company's approval which shall not be unreasonably     
withheld.                                                                       

  3.       Registration Procedures. Whenever Company registers the
Registrable Shares pursuant to this Agreement, Company shall use its best       
efforts and proceed with due diligence to effect the registration and sale of   
such Registrable Shares in accordance with the intended method of disposition   
thereof and, pursuant thereto, Company shall as expeditiously as possible:      

          (a)     prepare and file with the Commission a
Registration Statement with respect to such Registrable Shares and use its best 
efforts and proceed with due diligence to cause such Registration Statement to  
become effective as soon as possible (provided that before filing a registration
statement or prospectus, or any amendments or supplements thereto, Company will 
furnish copies of all such documents proposed to be filed to counsel for        
Subscriber) and to keep Subscriber advised as to the initiation, progress and   
completion of the Registration;                                                 

              (b)     prepare and file with the Commission  such
amendments and supplements to such Registration Statement and the prospectus(es)
used in connection therewith as may be necessary to keep such Registration      
Statement effective for a period of not less than one (1) year and comply with  
the provisions of the Securities Act with respect to the disposition of all     
securities covered by such Registration Statement during such period in         
accordance with the intended methods of disposition by Subscriber set forth in  
such Registration Statement;                                                    

                    (c)     furnish to  Subscriber  such number of copies of
such Registration Statement, each amendment and supplement thereto, the         
prospectus(es) included in such Registration Statement (including each          
preliminary prospectus) and such other documents as Subscriber may reasonably   
request in order to facilitate the public sale or other disposition of the      
Registrable Shares;                                                             

                    (d)     use its best efforts to register or qualify such
Registrable Shares under such other securities or Blue Sky Laws of such         
jurisdictions as Subscriber reasonably requests and do any and all other acts   
and things which may be reasonably necessary or advisable to enable such        
Subscriber to consummate the disposition in such jurisdictions of the           
Registrable Shares;                                                             

                    (e)     notify  Subscriber at any time when a prospectus
relating to such Registration Statement is required to be delivered under the   
Securities Act, of the happening of any event as a result of which the          
prospectus included in such Registration Statement contains an untrue statement 
of a material fact or omits any fact necessary to make the statements therein   
not misleading, and, at the request of Subscriber, Company shall prepare a      
supplement                                                                      

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or amendment to such prospectus so that such prospectus will not                
contain any untrue statement of a material fact or omit to state any fact       
necessary to make the statements therein not misleading;                        

                    (f)     cause all such  Registrable  Shares to be listed
on each securities exchange, electronic bulletin board, over the counter or     
other distribution network on which similar securities issued by Company are    
then listed;                                                                    

                     (g)     provide a transfer  agent and  registrar  for all
such Registrable Shares not later than the effective date of Registration       
Statement;                                                                      

                      (h)     enter into such  customary  agreements  (including
underwriting agreements in customary form) and take all such other actions as   
Subscriber or the underwriters, if any, reasonably request in order to expedite 
or facilitate the registration of the Registrable Shares;                       

                (i)     upon prior notice and during normal business
hours, make reasonably available for inspection by Subscriber, any underwriter  
participating in the registration of such Registrable Shares, and any attorney, 
accountant or other agent retained by Subscriber, all financial and other       
records, pertinent corporate documents and properties of Company, and cause     
Company's officers, directors, employees and independent accountants to supply  
all information reasonably requested by any such Subscriber, underwriter,       
attorney, accountant or agent in connection with such Registration Statement;   

                  (j)      advise Subscriber of such Registrable Shares,
promptly after it shall receive notice or obtain knowledge thereof, of the      
issuance of any stop order by the Commission suspending the effectiveness of    
such Registration Statement or the initiation or threatening of any proceeding  
for such purpose and promptly use all reasonable efforts to prevent the issuance
of any stop order or to obtain its withdrawal if such stop order should be      
issued;                                                                         

                     (k)     at least  ten  (10)  business  days  prior to the
filing of any Registration Statement or prospectus, or any amendment or         
supplement to such Registration Statement or prospectus, furnish a copy thereof 
to Subscriber of such Registrable Shares and refrain from filing any such       
Registration Statement, prospectus, amendment or supplement to which counsel for
Subscriber shall have reasonably objected on the grounds that such document does
not comply in all material respects with the requirements of the Securities Act 
or the rules and regulations thereunder; and                                    

                      (l)      at the request of Subscriber, furnish on the date
or dates provided for in the Registration Statement or provided for in any      
underwriting agreement: (i) an opinion of counsel, addressed to the underwriters
and Subscriber and upon which the underwriters and Subscriber may rely, covering
such matters as such underwriters and Subscriber may reasonably request,        
including such matters as are customarily furnished in connection with an       
underwritten offering; and (ii) a letter or letters from the independent        
certified public accountants of Company addressed to the underwriters and       
Subscriber and upon which the underwriters and Subscriber may rely, covering    
such matters as such underwriters and Subscriber may reasonably request, in     
which letter(s) such accountants shall state, without limiting the              

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generality of the foregoing, that they are independent certified public         
accountants within the meaning of the Securities Act and that in their opinion  
the financial statements and other financial data of Company included in the    
Registration Statement, the prospectus(es), or any amendment or supplement      
thereto, comply in all material respects with the applicable accounting         
requirements of the Securities Act.                                             

       4.       Registration Expenses. All Registration Expenses incurred in
connection with this Agreement, including, without limitation, all registration 
and filing fees, fees and expenses of compliance with securities or Blue Sky    
Laws, printing expenses, messenger and delivery expenses, and fees and          
disbursements of counsel for Company and Subscriber and all independent         
certified public accountants, underwriters and other persons retained by Company
and Subscriber shall be borne by the Company.                                   

5.       Indemnification.                                     

                  5.1 By Company. Company agrees to indemnify Subscriber and its
officers, directors, members and each person who controls Subscriber (within the
meaning of the Securities Act) against all losses, claims, damages, liabilities 
and expenses (including, without limitation, attorneys' fees) caused by any     
untrue or alleged untrue statement of material fact contained in any            
Registration Statement, prospectus or preliminary prospectus, or any amendment  
thereof or supplement thereto, or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein  
not misleading, except insofar as the same are caused by or contained in any    
information furnished in writing to Company by Subscriber expressly for use     
therein. In connection with an underwritten offering, Company will indemnify    
such underwriters, their officers and directors and each person who controls    
such underwriters (within the meaning of the Securities Act) to the same extent 
as provided above with respect to the indemnification of Subscriber. The        
payments required by this Section 5.1 shall be made periodically during the     
course of the investigation or defense, as and when bills are received or       
expenses incurred.                                                              

          5.2 By Subscriber. In connection with any Registration
Statement in which Subscriber is participating, Subscriber will furnish to      
Company in writing such information and affidavits as Company reasonably        
requests for use in connection with any such Registration Statement or          
prospectus and will indemnify Company, its directors and officers and each      
person who controls Company (within the meaning of the Securities Act) against  
any losses, claims, damages, liabilities and expenses (including, without       
limitation, attorneys' fees) resulting from any untrue or alleged untrue        
statement of material fact contained in the Registration Statement, prospectus  
or preliminary prospectus, or any amendment thereof or supplement thereto, or   
any omission or alleged omission of a material fact required to be stated       
therein or necessary to make the statements therein not misleading, but only to 
the extent that such untrue statement or omission is contained in any           
information or affidavit furnished in writing by Subscriber to Company.         

         5.3 Procedure. Any person entitled to indemnification
hereunder will: (i) give prompt written notice to the indemnifying party of any 
claim with respect to which it seeks indemnification; and (ii) unless in such   
indemnified party's reasonable judgment a conflict of interest between such     
indemnified and indemnifying parties may exist with respect to such claim,      
permit such indemnifying party to assume the defense of such claim with counsel 

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reasonably satisfactory to the indemnified party. If such defense is assumed,   
the indemnifying party will not be subject to any liability for any settlement  
made by the indemnified party without its consent (but such consent shall not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects 
not to, assume the defense of a claim will not be obligated to pay the fees and 
expenses of more than one counsel for all parties indemnified by such           
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such          
indemnified party and any other of such indemnified parties with respect to such
claim.                                                                          

             5.4 Survival. The indemnification provided for under this
Agreement will remain in full force and effect regardless of any investigation  
made by or on behalf of the indemnified party or any officer, director or       
controlling person of such indemnified party and will survive the transfer and  
registration of the Registrable Shares. Company also agrees to make such        
provisions as are reasonably requested by any indemnified party for contribution
to such party in the event Company's indemnification is unavailable for any     
reason.                                                                         

   6.       Compliance With Rule 144. In the event that Company: (a)
registers the Registrable Shares under Section 12 of the Exchange Act; (b)      
issues an offering circular meeting the requirements of Regulation A under the  
Securities Act; or (c) commences to file reports under Section 13 or 15(d) of   
the Exchange Act, then at the request of Subscriber, if Subscriber proposes to  
sell securities in compliance with Rule 144 of the Commission, Company shall:   
(i) forthwith furnish to Subscriber a written statement of compliance with the  
filing requirements of the Commission as set forth in Rule 144, as such rule may
be amended from time to time; and (ii) make available to the public and         
Subscriber such information as will enable Subscriber to make sales pursuant to 
Rule 144.                                                                       

       7.       Transfer Of Registration Rights. The rights to cause Company
to register the Registrable Shares of Subscriber granted to Subscriber by       
Company herein may be assigned in conjunction with an assignment of the         
Registrable Shares by Subscriber to any member of Subscriber, or to any other   
transferee or assignee; provided, that Company is given written notice by       
Subscriber at the time or within a reasonable time after said transfer, stating 
the name and address of said assignee or transferee and identifying the         
Registrable Shares with respect to which such registration rights are being     
transferred or assigned.                                                        

         8.       Remedies. In the event of any default by any party hereto, the
non-defaulting parties shall be entitled to enforce their rights hereunder by   
recovering monetary damages or by pursuing any other rights or remedies         
available to them, all of which rights and remedies shall be cumulative and not 
exclusive. The parties agree and acknowledge that monetary damages may not be an
adequate remedy for any breach of the provisions of this Agreement and that the 
non-breaching parties may in their sole discretion apply to any court of law or 
equity of competent jurisdiction for specific performance or injunctive relief, 
without posting a bond or other security, in order to enforce, or prevent any   
violation of, the provisions of this Agreement.                                 

9.       Miscellaneous.                                       

               9.1 No Inconsistent Agreements. Company shall not hereafter
enter into any agreement with respect to its securities or the Registrable      
Shares which is inconsistent in any way with the rights granted to Subscriber in
this Agreement.                                                                 

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                  9.2 Adjustments Affecting Registrable Shares. Company will not
take any action, or permit any change to occur, with respect to its securities  
or the Registrable Shares which would adversely affect the ability of Subscriber
to include such Registrable Shares in a registration undertaken pursuant to this
Agreement or which would adversely affect the marketability of such Registrable 
Shares in any such registration, including, without limitation, effecting a     
stock split or combination of shares.                                           

             9.3 Successors and Assigns. Except as otherwise expressly
provided herein, all covenants and agreements contained in this Agreement by or 
on behalf of any of the parties hereto will bind and inure to the benefit of the
respective successors and assigns of the parties hereto, whether so expressed or
not. In addition, and whether or not any express assignment has been made, the  
provisions of this Agreement which are for the benefit of Subscriber are also   
for the benefit of, and enforceable by, any subsequent holders of the           
Registrable Shares.                                                             

         9.4 Entire Agreement And Construction. This Agreement
constitutes the entire agreement between the parties pertaining to the subject  
matter hereof and supersedes all prior arrangements, understandings,            
negotiations and discussions, whether oral or written, of the parties. No waiver
of any of the terms of this Agreement shall be deemed or shall constitute a     
waiver of any other provisions hereof (whether or not similar) nor shall such   
waiver constitute a continuing waiver unless expressly provided. The            
unenforcability or invalidity, if any, of any provision of this Agreement shall 
not render any other provision or provisions unenforceable and each provision   
hereof shall be enforced to the fullest extent permitted by applicable law.     

                  9.5 Captions And Use Of Pronouns. The captions inserted herein
are inserted only as a matter of convenience and in no way define, limit,       
construe, effect or describe the scope or intent of this Agreement. Whenever    
herein the singular is used, the same shall include the plural, and the         
masculine gender shall include the feminine and neuter genders and vice versa.  

         9.6 Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been   
duly given on the day thereof if delivered by hand and receipted for by the     
party to whom said notice or other communication shall have been directed or one
day after mail by certified or registered mail, postage prepaid, or one day     
after depositing such notice in the hands of a nationally recognized overnight  
delivery service and addressed to the applicable party at its address set forth 
below or to such other address as the applicable party may designate by written 
notice to the other parties:                                                    

If to Company:                              

Mr. Gerald A. Pesut                 
President and CEO                   
Advanced Systems International, Inc.
25300 Telegraph Road                
Suite 455                           
Southfield, MI 48034                

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with a copy to:                             

David D. Warner, Esq.               
Jaffe, Raitt, Heuer & Weiss, P.C.   
One Woodward Avenue                 
Suite 2400                          
Detroit, MI 48226                   

If to Subscriber:                           

Mr. Daniel J. Dorman                
President                           
Princeton Capital Fund, L.L.C.      
1533 North Woodward Avenue          
Suite 175                           
Bloomfield Hills, MI 48304          

with a copy to:                             

Brian D. O'Keefe, Esq.              
Hyman Lippitt, P.C.                 
185 Oakland Avenue                  
Suite 300                           
Birmingham, Michigan 48009          

              9.8 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Michigan and the parties  
consent to the jurisdiction of the Courts of the State of Michigan for all      
purposes hereunder.                                                             

              9.9 Inclusion. All of the various recitals underlying this
Agreement, and the instruments and documents referred to or attached as Exhibits
to this Agreement, shall be deemed to be included herein and made a part hereof 
as though specifically set forth herein word for word.                          

                 9.10 Subsequent Documents. The parties hereto agree that they
will, at any time, execute and deliver any additional documents and instruments 
that may be necessary or appropriate to effectuate and comply with the terms and
conditions of this Agreement.                                                   

        9.11 Continuing Agreement. No amendment, supplement,
modification, waiver or termination of this Agreement shall be binding on the   
parties hereto unless executed in writing by all of the parties hereto.         

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        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.                                        

COMPANY:

        ADVANCED SYSTEMS
            INTERNATIONAL, INC.,
            a Nevada corporation

               By: /s/ Gerald A. Pesut
                              ------------------------------

      Its: President
                                ------------------------------
          Dated: May 3, 2000

    SUBSCRIBER::

                       PRINCETON CAPITAL FUND, L.L.C.,
                            a Michigan limited liability company

                By: /s/ Daniel J. Dorman
                              ------------------------------

      Its: President
                                ------------------------------
          Dated: May 3, 2000

9 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		5/12/00							3
		5/10/00		7
		5/3/00		1		69			3
		5/2/00		5		11
		12/31/99		12					10KSB40
		12/31/98		12
		12/31/97		12
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