<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>a2056046zex-4.txt
<DESCRIPTION>EXHIBIT 4
<TEXT>
<PAGE>

                            EXHIBIT 4

                  SECURITIES PURCHASE AGREEMENT

<PAGE>

                  Securities Purchase Agreement

SECURITIES  PURCHASE  AGREEMENT, dated  as  of  August  1,  2001,
between Intel Corporation, a Delaware corporation ("Seller")  and
Special Situations Fund ("Purchaser").

1.    Sale  of  Stock.   Subject  to  the  terms  and  conditions
contained herein, on the Closing Date (as defined below),  Seller
hereby agrees to sell to Purchaser and Purchaser hereby agrees to
purchase  from  Seller 328,212 shares (the  "Common  Shares")  of
Common Stock of Panja, Inc., a Texas corporation (the "Company"),
at  a  price  equal  to  three dollars  ($3.00)  per  share  (the
"Purchase Price").

2.    Closing.  Closing of the sale and purchase under Section  1
of  this Agreement (the "Closing") shall take place on August  1,
2001 at 12:00 p.m. New York time, or such other date and time  as
Purchaser  and  Seller may mutually agree (the  "Closing  Date").
Prior  to  Closing,  Purchaser  and  Seller  shall  deliver   the
representation letters attached hereto as Exhibit A and Exhibit B
to  the transfer agent for the Common Shares and the Company.  At
Closing  (a)  Seller shall cause to be delivered to  Purchaser  a
certificate  or  certificates for the  Common  Shares,  or  shall
deliver appropriate instructions for book entry transfer, and (b)
Purchaser shall make payment of the Purchase Price for the Common
Shares  in U.S. dollars by wiring said Purchase Price to  Seller,
pursuant  to Seller's wire instructions.  Delivery of the  Common
Shares,  whether via certificated shares or book entry  transfer,
shall  be  made  in  accordance  with  the  instructions  of  the
Purchaser  and in such name(s) or affixed with such stock  powers
as  the Purchaser shall instruct, subject to customary settlement
procedures.

3.   Representations and Covenants of Seller.  Seller represents,
warrants and agrees that:

      a)    Seller has full right, power and authority  to  enter
into  and  perform  its obligations under this Agreement  and  to
transfer the Common Shares in accordance with the terms  of  this
Agreement  and  this  Agreement constitutes a  legal,  valid  and
binding  obligation  of  Seller, enforceable  against  Seller  in
accordance with its terms, except as such enforceability  may  be
limited   by   applicable  bankruptcy,  insolvency,   moratorium,
reorganization  or  similar  laws  affecting  creditors'   rights
generally and by general equitable principles.

      b)   Seller is the lawful record owner of the Common Shares
and is not a party to any shareholder agreement, voting trust  or
similar arrangement which restricts the sale, transfer or  voting
of  the  Common  Shares.  On the Closing Date,  at  the  time  of
delivery of the Common Shares to Purchaser, Seller will have  and
will  transfer  to  Purchaser good and marketable  title  to  the
Common  Shares, free and clear of all liens, claims, charges  and
other encumbrances.

      c)    Seller's execution, delivery and performance  of  the
Agreement  do not violate or conflict with any law applicable  to
it, any agreement or instrument to which it is a party, any order
or judgment of any court or other agency of government applicable
to  it  or  any  of  its  assets, or any contractual  restriction
binding on or affecting it or any of its assets.

      d)    Seller acquired the Common Shares directly  from  the
Company  on  December  14,  1999 (the "Acquisition  Date")  in  a
transaction  not involving any public offering,  and  the  Common
Shares are "restricted securities" within the meaning of Rule 144
under  the  Securities  Act.  The full purchase  price  or  other
consideration (which did not include any promissory note or other
obligation  of the Seller) payable by the Seller to  the  Company
for  the  Common Shares was paid and delivered to the Company  on
the  Acquisition  Date,  and the holding period  for  the  Common
Shares  for  purposes of paragraph (d) of Rule 144 began  on  the
Acquisition Date..

      e)    Seller is not an "affiliate" of the Company, as  such
term is defined within the meaning of the Securities Act and Rule
144 thereunder.

      f)    Seller has not offered the Common Shares for sale to,
or  solicited offers to buy from, any individual or entity  other
than   a   limited  number  of  potential  investors,   including
Purchaser.

4.    Representations  and  Covenants  of  Purchaser.   Purchaser
represents, warrants and agrees that:

      a)   Purchaser has full right, power and authority to enter
into  and  perform  its obligations under this Agreement  and  to
purchase  the  Common Shares from Seller on the  terms  described
herein, and this Agreement has been duly authorized, executed and
delivered by Purchaser and constitutes a legal, valid and binding
obligation  of  Purchaser, enforceable against it  in  accordance
with  its terms, except as such enforceability may be limited  by
applicable bankruptcy, insolvency, moratorium, reorganization  or
similar laws affecting creditors' rights generally and by general
equitable principles.

     b)   Purchaser is acquiring the Common Shares to be acquired
by  it  hereunder for its own account and not with a view to  the
distribution or resale of the Common Shares except pursuant to  a
registration statement declared effective under, or an  exemption
from  the  registration requirements of, the  Securities  Act  of
1933, as amended (the "Securities Act").

      c)   Purchaser is an "accredited investor" (as such term is
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D  under
the  Securities Act and a "qualified institutional buyer"  within
the meaning of Rule 144A under the Securities Act.  In the normal
course  of business, Purchaser invests in or purchases securities
similar  to  the Common Shares, has such knowledge and experience
in  financial and business matters as to be capable of evaluating
the  merits  and risks of an investment in the Common Shares  and
Purchaser is able to bear the economic risks of an investment  in
the Common Shares.

     d)   Purchaser is not an "affiliate" of the Company, as such
term is defined within the meaning of the Securities Act and Rule
144 thereunder.

     e)   Purchaser has received all the information it considers
necessary  or  appropriate for deciding whether  to  acquire  the
Common  Shares  and  has had an opportunity to  secure  all  such
information  as  it  deems  necessary  regarding  the   business,
properties, prospects and financial condition of the Company.

      f)    Purchaser  has the funds necessary to consummate  the
purchase of the Common Shares pursuant to this Agreement.

      g)    Purchaser understands and acknowledges that the offer
and  sale of the Common Shares is not being registered under  the
Securities  Act and that the Common Shares constitute "restricted
securities"  (as defined under Rule 144) and may not be  offered,
sold,  transferred,  pledged, hypothecated or otherwise  disposed
of,  unless  either registered pursuant to, or in  a  transaction
exempt  from,  the Securities Act or other applicable  securities
law.   Purchaser further understands and acknowledges that  until
Company  is  reasonably  satisfied in  accordance  with  industry
practice  that such legend is not required, a legend  similar  to
the  following  may appear on the certificates  representing  the
Common Shares:  "THESE SECURITIES HAVE NOT BEEN REGISTERED  UNDER
THE SECURITIES ACT OF 1933 AND MAY BE RE-OFFERED AND SOLD ONLY IF
SO   REGISTERED   OR  IF  ANY  EXEMPTION  FROM  REGISTRATION   IS
AVAILABLE."

      h)   Purchaser understands that the Common Shares are being
offered  and  sold by Seller in reliance on exemptions  from  the
registration  requirements of federal and state  securities  laws
and  that  the Company is relying upon the truth and accuracy  of
the  representations, warranties, agreements, acknowledgments and
understandings  set  forth  herein  in  order  to  determine  the
applicability of such exemptions.

5.    Law  Governing.  This Agreement shall be  governed  by  and
constructed in accordance with the laws of the State of New  York
without reference to choice of law doctrine.

6.    Parties in Interest.  All the terms and provisions of  this
Agreement shall be binding upon and inure to the benefit  of  and
be  enforceable by the parties hereto and their respective heirs,
representatives, successors, and assigns.  This Agreement and the
rights  and obligations hereunder shall not be assignable without
written consent of the non-assigning party.

7.    Severability.  If any part of this Agreement is held  by  a
court   of  competent  jurisdiction  to  be  invalid,   void   or
unenforceable, the remainder of the terms, provisions,  covenants
and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.

8.    Counterparts.  This Agreement may be executed  concurrently
in  counterparts, each of which shall be deemed an original,  but
all   of  which  together  shall  constitute  one  and  the  same
instrument.   Each  counterpart may  be  delivered  by  facsimile
transmission, which transmission shall be deemed delivery  of  an
originally  executed  document.   This  Agreement  shall   become
binding  when  one or more counterparts hereof,  individually  or
taken  together, shall bear the signatures of all of the  parties
reflected hereon as the signatories.

9.    Headings.  The headings of the Sections hereof are inserted
for convenience only and shall not be deemed to constitute a part
hereof.   This Agreement constitutes the entire Agreement between
the  parties  with  respect  to the  subject  matter  hereof  and
supersedes    all   the   previous   agreements,   promises    or
representations, whether written or oral, between the parties.

10.   Fees and Expenses.  Each of the Purchaser and Seller agrees
to  pay its own expenses, including the fees and expenses of  its
respective counsel (if any) incurred by it in connection with the
sale  and  delivery  of  the  Common Shares  and  the  execution,
delivery and performance of this Agreement.

11.  Amendment and Waiver.  This Agreement may be amended only by
a  written agreement executed by each of the parties hereto.   No
amendment  of  or  waiver of, or modification of  any  obligation
under  this Agreement will be enforceable unless set forth  in  a
writing  signed by the party against which enforcement is sought.
Any  amendment effected in accordance with this Section shall  be
binding  upon  all  parties hereto and each of  their  respective
successors   and  assigns.   No  delay  or  failure  to   require
performance of any provision of this Agreement shall constitute a
waiver  of  that provision as to that or any other instance.   No
waiver  granted  under  this Agreement as to  any  one  provision
herein shall constitute a subsequent waiver of such provision  or
of any other provision herein, nor shall it constitute the waiver
of any performance other than the actual performance specifically
waived.

12.   Entire  Understanding.  This Agreement contains the  entire
understanding  among  the  parties hereto  with  respect  to  the
subject   matter   hereof   and   supersedes   all   prior    and
contemporaneous  agreements  and understandings,  inducements  or
conditions, express or implied, oral or written, except as herein
contained.

13.   Termination.   This  Agreement may  be  terminated  (i)  by
written agreement of the parties, (ii) by Seller in the event  of
a  breach in any material respect of any representation, warranty
or  agreement of Purchaser, or (iii) by Purchaser in the event of
a  breach in any material respect of any representation, warranty
or agreement of Seller.

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

SELLER: INTEL CORPORATION

     By:  /s/Eddie Lee

     Name:   Eddie Lee

     Title:  Assistant Treasurer

PURCHASER: SPECIAL SITUATIONS FUND

     By:  /s/Austin Marks

     Name:   Austin Marks

     Title:  Managing Director


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</DOCUMENT>
