Common use of Conditions to The Buyer’s Obligation to Purchase Clause in Contracts

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement and delivered the same to the Buyer. (b) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (c) The Company shall have executed and delivered to the Buyer the Shares in the amount set forth opposite the Buyer’s name on Schedule I attached hereto. (d) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (f) The Company shall have provided to the Buyer a certificate of good standing from the Secretary of State of Delaware.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Shares Common Stock at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer at any time in its sole discretion: (a) a. The Company and BSTI shall have executed this Agreement, the Company shall have executed this the Company Registration Rights Agreement and BSTI shall have executed the BSTI Registration Rights Agreement, and delivered the same to the Buyer. (b) b. The representations and warranties of the Company and BSTI shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company and BSTI shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the The Buyer shall have received a certificate, executed by the President Chief Executive Officer of each of the CompanyCompany and BSTI, each dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (c) c. The Buyer shall have received the opinion of the Company's and BSTI's counsel dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the form of Exhibit "D" attached hereto. d. The Company and BSTI shall have executed and delivered to the Buyer the Shares Certificates (in such denominations as the amount set forth opposite the Buyer’s name on Schedule I attached hereto. (d) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to request) for the Company, an opinion, dated as of the Closing Date, in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to Common Stock and Warrants being purchased by the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Closing. e. The Board of Directors of the Company approving and BSTI shall have adopted the resolutions in substantially the form of Exhibit "E" attached hereto. f. As of the Closing Date, BSTI shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the exchange of the Common Stock for the Conversion Shares as provided in Section 8 herein, such number of Conversion Shares equal to or greater than 100% of the number of shares which are issuable upon conversion of all of the Common Stock which could be issued under this Agreement, the Warrant and the transactions contemplated hereby and thereby. (f) g. The Company Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have provided to been delivered and acknowledged in writing by the Buyer a certificate of good standing from the Secretary of State of DelawareBSTI's transfer agent.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer(s) at any time in its sole discretion: (a) The Company shall have executed this Agreement Agreement, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the BuyerBuyer(s). (b) The Common Stock shall be authorized for quotation on The National Association of Securities Dealers, Inc. OTC Bulletin Board, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved for listing or quotation on The National Association of Securities Dealers, Inc. OTC Bulletin Board. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the The Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (cd) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (de) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (f) The Irrevocable Transfer Agent Instructions, in a form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (fg) The Company shall have provided to the Buyer Investor an acknowledgement, to the satisfaction of the Investor, from Bagell, Josephs & Company LLC as to the accountant's ability to provided all consents required in order to file a certificate of good standing from the Secretary of State of Delawareregistration statement in connection with this transaction.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the each Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer(s) at any time in its sole discretion: (a) The Company shall have executed this Agreement Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the BuyerBuyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved for listing or quotation on the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the each Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the each Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the each Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the each Closing Date regarding the representation contained in Section 3(c) above. (cd) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (de) The Buyer Buyer(s) shall have received an opinion of counsel from GxxxxxxxxKirkpatrick & Lockhart, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, LLP in a form satisfactory to the BuyerBuyer(s). (ef) The Secretary Xxx Xxxpany shall have provided to the Buyer(s) a certificate of good standing from the secretary of state from the state in which the company is incorporated. (g) As of each Closing Date, the Company shall have delivered to reserved out of its authorized and unissued Common Stock, solely for the Buyer at purpose of effecting the Closing a certificate certifying (i) the By-Laws conversion of the Company and (ii) resolutions Convertible Debentures, shares of Common Stock to effect the conversion of all of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebyConversion Shares then outstanding. (fh) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and executed in writing by the Company's transfer agent. (i) The Company shall have provided to the Buyer Investor an acknowledgement, to the satisfaction of the Investor, from EKS&H, as to its ability to provide all consents required in order to file a certificate of good standing from registration statement in accordance with the Secretary of State of DelawareInvestor Rights Registration Agreement.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer(s) at any time in its sole discretion: (a) The Company shall have executed this Agreement Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the BuyerBuyer(s). (b) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing DateDates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing DateDates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date Dates regarding the representation contained in Section 3(c) above. (c) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (d) The Buyer Buyer(s) shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, an opinion of counsel to the Company, an opinion, dated as of the Closing Date, in a form satisfactory to the BuyerBuyer(s). (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (f) The Company shall have provided to the Buyer Buyer(s) a certificate of good standing from the Secretary of State of DelawareNevada. (f) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (g) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (h) The Company shall have provided to the Investor an acknowledgement, to the satisfaction of the Investor, from Mendlowitz Weitsen LLP, the Company's independent certified public accountants, as to its ability to provide all consents required in order to file a registration statement in connection with this transaction.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer(s) at any time in its sole discretion: (a) The Company shall have executed this Agreement Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the BuyerBuyer(s). (b) With regard to the Second Closing, the Company shall have filed a registration statement with the SEC as described in the Investor Registration Rights Agreement. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing DateDates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President or Chief Executive Officer of the Company, dated as of the Closing DateDates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date Dates regarding the representation contained in Section 3(c) above. (cd) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (de) The Buyer Buyer(s) shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, an opinion of counsel to the Company, an opinion, dated as of the Closing Date, in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebyBuyer(s). (f) The Company shall have provided to the Buyer Buyer(s) a certificate of good standing from the Secretary of State of DelawareNew Jersey. (g) As of each Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (h) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (i) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from Xxxxxxxx & Associates, CPA, PLLC, the Company's independent certified public accountants, as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (j) The Company shall have filed a form UCC -1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement and provided proof of such filing to the Buyer(s). (k) The Company shall have obtained the approval of its board of directors and a majority of its outstanding shares of capital stock (voting as separate classes, if required by applicable law) to increase its authorized common stock to a number mutually acceptable to the Company and the Buyer.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase disburse to the Shares Company the net proceeds of the Purchase Price at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion: (a) The Company shall have executed this Agreement the Transaction Documents and any other documents relating to this transaction and delivered the same to the Buyer. (b) The trading in the Common Shares on the over-the-counter bulletin board shall not have been suspended for any reason. (c) The representations and warranties of the Company in this Agreement, the Debentures and the Transaction Documents shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) aboveBuyer. (cd) The Company shall have executed and delivered to the Buyer the Shares in the amount set forth opposite the Buyer’s name on Schedule I attached heretoall Debentures, Shares, Rights and Fees associated with this transaction. (de) The Buyer shall have received an opinion of counsel from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, Company in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebyBuyer(s). (f) The Company shall have provided to the Buyer a certificate of good standing from the Secretary secretary of state from the state in which the company and its subsidiaries are incorporated. (g) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of issuing shares of Common Stock upon conversion of the Debenture and exercise of the Rights, shares of Common Stock to effect the issuance of the shares of Common Stock: (1) upon conversion of the Debenture in accordance with the Conversion Price and (2) upon exercise of the Rights. (h) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (i) The Company shall provide to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (j) The Company shall file a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Collateral as detailed in the Security Agreement dated the date hereof, providing the Buyer with a senior lien on all of the Company’s assets and intellectual property and provided proof of such filing to the Buyer. (k) The Company shall arrange for an intercompany loan of the proceeds of the Units to its wholly owned subsidiary Weifang Xinsheng Food Co., Ltd. in China. The intercompany loan and its repayment along with interest shall be registered with China’s State Administration of DelawareForeign Exchange by the Company and its subsidiary prior to Closing.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation of the Buyer hereunder to purchase the Preferred Shares at on the Closing Date is subject to the satisfaction, at or before the Closing Date, of each of the following conditionsconditioned upon: (a) The Delivery by the Company shall have executed this Agreement and delivered the same to the Buyer.Escrow Agent or the Buyer of the certificates for the Preferred Shares in accordance with this Agreement; (b) The accuracy on the Closing Date of the representations and warranties of the Company shall be true and correct contained in all material respects (except to the extent that any of such representations and warranties is already qualified this Agreement as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when if made and as of on the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with performance by the Company at on or prior to before the Closing Date. If requested Date of all covenants and agreements of the Company required to be performed on or before the Closing Date and receipt by the Buyer, the Buyer shall have received of a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding Chief Executive Officer or the representation contained in Section 3(c) above.Chief Financial Officer of the Company confirming such matters; (c) The Company shall have executed and delivered to receipt by the Buyer of confirmation of the Shares filing with the Secretary of State of the State of Washington of the Statement of Rights in the amount set forth opposite the Buyer’s name on Schedule I form attached hereto.hereto as Annex I; (d) The receipt by the Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinionof a certificate, dated as of the Closing Date, in a form satisfactory to of the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i1) the Articles of Incorporation and By-Laws of the Company and as in effect on the Closing Date, (ii2) all resolutions of the Board of Directors (and committees thereof) of the Company approving relating to this Agreement, the Warrant Agreement and the transactions contemplated hereby and thereby.(3) such other matters as reasonably requested by the Buyer; and (fe) The Company shall have provided Receipt by the Buyer on the Closing Date of an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer a certificate of good standing from Buyer, to the Secretary of State of Delawareeffect set forth in Annex VI attached hereto.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase the its Common Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed and delivered to the Buyer this Agreement and the Company shall have duly executed and delivered the same to the BuyerBuyer the aggregate number of Common Shares pursuant to this Agreement. (bii) The All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made hereof and as of the such Closing Date as though made at that time and as of such Closing Date (except for to the extent such representations and warranties that expressly speak as of a specific an earlier date) , which shall be true and the Company shall have performed, satisfied and complied correct in all material respects with as of such date). (iii) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the covenantsPrincipal Market and (B) shall not have been suspended, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer includingSEC or the Principal Market from trading on the Principal Market nor, without limitation an update except as of the Closing Date regarding the representation contained in Section 3(c) above. (c) The Company shall have executed and delivered to the Buyer the Shares disclosed in the amount set forth opposite SEC Documents, shall suspension by the Buyer’s name on Schedule I attached hereto. SEC or the Principal Market have been threatened (d) The Buyer shall have received from Gxxxxxxxxwith a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, Bxxxxx & Bxxxxxappeal, counsel to the Companycompliance and hearing periods), an opinion, dated as of the Closing Date, either (I) in a form satisfactory to writing by the BuyerSEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (fiv) The Company shall have provided obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Buyer Closing Date, (i) trading in the Common Stock shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a certificate banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of good standing from hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the Secretary reasonable judgment of State of Delawarethe Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Notes at the applicable Closing is subject to the satisfaction, at or before the applicable Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement and delivered the same to the Buyer. (b) The representations and warranties of the Company contained in this Agreement and the other Transaction Documents shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement and the other Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the applicable Closing Date. If requested . (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation by the BuyerCompany of the purchase and sale of the Notes and the transactions contemplated hereby or under the Transaction Documents, the Buyer all of which shall be in full force and effect. (c) The Buyers shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (c) The Company shall have executed and delivered to the Buyer the Shares in the amount set forth opposite the Buyer’s name on Schedule I attached heretoBuyers. (d) The Buyer Company shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel delivered to the CompanyBuyers a certificate, executed on its behalf by an opinionappropriate officer, dated as of the Closing Date, in a form satisfactory to certifying the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the adopted by its Board of Directors of approving the Company approving transactions contemplated by this Agreement, the Warrant other Transaction Documents and the transactions contemplated hereby issuance of the Notes, certifying the current versions of its Certificate of Incorporation and thereby. By-laws (f) The Company shall have provided or equivalent documents), certifying as to the Buyer a certificate of good standing from of the Secretary Company in the jurisdiction of State its formation and in jurisdictions authorized to conduct business, and certifying as to the signatures and authority of Delawarepersons signing this Agreement on behalf of the Company. The foregoing certificate shall only be required to be delivered on the first Closing Date, unless any information contained in the certificate has changed.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation of the Buyer hereunder to purchase the Preferred Shares at and to acquire the Warrants on the Closing Date is subject to the satisfaction, at or before the Closing Date, of each of the following conditionsconditioned upon: (a) The Delivery by the Company shall have executed this Agreement and delivered the same to the Buyer.Buyer of the certificates for the Preferred Shares and the Warrants in accordance with this Agreement; (b) The accuracy on the Closing Date of the representations and warranties of the Company shall be true and correct contained in all material respects (except to the extent that any of such representations and warranties is already qualified this Agreement as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when if made and as of on the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with performance by the Company at on or prior to before the Closing Date. If requested Date of all covenants and agreements of the Company required to be performed on or before the Closing Date and receipt by the Buyer, the Buyer shall have received of a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding Chief Executive Officer or the representation contained in Section 3(c) above.Chief Financial Officer of the Company confirming such matters; (c) The Company shall have executed and delivered to receipt by the Buyer of confirmation of the Shares in filing with the amount set forth opposite Secretary of State of the Buyer’s name on Schedule I attached hereto.State of Washington of the Statement of Rights; (d) The Buyer Transfer Agent shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as acknowledged receipt of the Closing Date, in a form satisfactory to the Buyer.Transfer Agent Instructions; (e) The receipt by the Buyer of a certificate, dated the Closing Date, of the Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the Articles of Incorporation and By-Laws of the Company and as in effect on the Closing Date, (ii) all resolutions of the Board of Directors (and committees thereof) of the Company approving relating to this Agreement, the Warrant Agreement and the transactions contemplated hereby and thereby.(iii) such other matters as reasonably requested by the Buyer; and (f) The Company shall have provided Receipt by the Buyer on the Closing Date of an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer a certificate of good standing from Buyer, to the Secretary of State of Delawareeffect set forth in Annex VI attached hereto.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer(s) at any time in its sole discretion: (a) The Company shall have executed this Agreement Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the BuyerBuyer(s). (b) With regard to the Second Closing, the Company shall have filed a registration statement with the SEC as described in the Investor Registration Rights Agreement. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing DateDates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing DateDates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date Dates regarding the representation contained in Section 3(c) above. (cd) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (de) The Buyer Buyer(s) shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, an opinion of counsel to the Company, an opinion, dated as of the Closing Date, in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebyBuyer(s). (f) The Company shall have provided to the Buyer Buyer(s) a certificate of good standing from the Secretary of State of DelawareFlorida. (g) As of each Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (h) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (i) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company’s independent certified public accountants, as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (j) The Company shall have filed a form UCC -1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement and provided proof of such filing to the Buyer(s). (k) The Company shall have obtained the approval of its board of directors and a majority of its outstanding shares of capital stock (voting as separate classes, if required by applicable law) to increase its authorized common stock to a number mutually acceptable to the Company and the Buyer.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase Purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (ai) The Company shall have executed this Agreement the Transaction Documents and delivered the same to the BuyerBuyer(s). (bii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (ciii) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (div) The Buyer Buyer(s) shall have received an opinion of counsel from GxxxxxxxxXxxxxxx Xxxxxxx & Xxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, P.A. in a form satisfactory to the BuyerBuyer(s). (ev) The Secretary of the Company shall have delivered provided to the Buyer at the Closing Buyer(s) a certificate certifying (i) of good standing from the By-Laws secretary of state from the Company and (ii) resolutions of state in which the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebycompany is incorporated. (fvi) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (vii) The Company shall have provided to the Buyer a certificate an acknowledgement, to the satisfaction of good standing the Buyer, from the Secretary Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (viii) The Company shall have reserved out of State its authorized and unissued Common Stock, solely for the purpose of Delawareeffecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ix) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase the Shares Convertible Debenture at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion: (ai) The Company shall have executed this Agreement the Transaction Documents and delivered the same to the Buyer. (bii) The Common Stock shall be authorized for quotation or trading on the Primary Market, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debenture shall be approved for listing or trading on the Primary Market. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (civ) The Company shall have executed and delivered to the Buyer the Shares in the amount set forth opposite the Buyer’s name on Schedule I attached heretoConvertible Debenture. (d) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (fv) The Company shall have provided to the Buyer a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within 30 days of the Closing Date. (vi) The Company shall have delivered to the Buyer a certificate, executed by the Secretary of State the Company and dated as of Delawarethe Closing Date, as to (i) the resolutions consistent with Section 3(c) as adopted by the Company's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing. (vii) The Security Documents shall have been executed and delivered to the Buyer by each of the parties set forth on each document and a form acceptable to the Buyer.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions: (ai) The Company shall have executed this Agreement the Transaction Documents and delivered the same to the BuyerBuyer(s). (bii) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the OTCBB. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the First Closing Date regarding the representation contained in Section 3(c) above. (civ) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (dv) The Buyer Buyer(s) shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, an opinion of counsel to the Company, an opinion, dated as of the Closing Date, in a form satisfactory to the BuyerBuyer(s). (evi) The Secretary Company shall have provided to the Buyer(s) a certificate of good standing from the secretary of state from the state in which the company is incorporated. (vii) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer's interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (viii) The Company shall have delivered to the Buyer at Escrow Agent the Closing a certificate certifying (i) Pledged Shares as well as executed and medallion guaranteed stock powers as required pursuant to the By-Laws of the Company Pledge and (ii) resolutions of the Board of Directors of the Company approving this Escrow Agreement, the Warrant and the transactions contemplated hereby and thereby. (fix) The Company shall have provided to the Buyer a certificate an acknowledgement, to the satisfaction of good standing the Buyer, from the Secretary Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (x) The Company shall have reserved out of State its authorized and unissued Common Stock, solely for the purpose of Delawareeffecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (xi) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (b) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the OTCBB. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by two (2) officers of the Company, dated as of the Second Closing rate, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Second Closing Date regarding the representation contained in Section 3(c) above. (iii) The Company shall have executed and delivered to the Buyer(s) Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (iv) The Company shall have certified that all conditions to the Second Closing have been satisfied and that the Company will file the Registration Statement with the SEC in compliance with the rules and regulations promulgated by the SEC for filing thereof within two (2) business days of the Second Closing. If requested by the Buyer, the Buyer shall have received a certificate, executed by the two officers of the Company, dated as of the Second Closing Date, to the foregoing effect. The Buyers have no obligation to fund at the Second Closing if the Company has filed the Registration Statement.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation of the Buyer hereunder to purchase the Preferred Shares at and acquire the Warrants on the Closing Date is subject conditioned upon the satisfaction of the following conditions precedent on or before the Closing Date (any or all of which may be waived by the Buyer in its sole discretion): (a) The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date and the performance by the Company on or before the Closing Date of all covenants and agreements of the Company required to the satisfaction, at be performed on or before the Closing Date, and receipt by the Buyer of each a certificate, dated the Closing Date, of the following conditions: (a) The Chief Executive Officer of the Company shall have executed this Agreement confirming such matters and delivered such other matters as the same to the Buyer.Buyer may reasonably request; (b) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested receipt by the Buyer including, without limitation an update as of confirmation of the Closing Date regarding filing with the representation contained in Section 3(c) above.Secretary of State of the State of Nevada of the Certificate of Designations; (c) The Company shall have executed and delivered to receipt by the Buyer the Shares in the amount set forth opposite the Buyer’s name on Schedule I attached hereto. (d) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinionof a certificate, dated as of the Closing Date, in a form satisfactory to of the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i1) the Articles of Incorporation, as amended, and By-Laws of the Company as in effect on the Closing Date and (ii2) all resolutions of the Board of Directors (and committees thereof) of the Company approving relating to this Agreement, the Warrant Agreement and the transactions contemplated hereby and thereby.hereby; (fd) The Company Transfer Agent shall have provided executed and delivered the Transfer Agent Agreement in the form attached hereto as ANNEX IV; and (e) Receipt by the Buyer on the Closing Date of (i) an opinion of Snell & Wilmer L.L.P., counsex xxx thx Xxxxany, dated the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer a certificate Buyer, to the effect set forth in ANNEX VI attached hereto and (ii) an opinion of good standing from James, Driggs, Walch, Santorx, Xxarney, Johnson & Thompson, Nevada coxxxxx xo txx Xxxxxny, dated the Secretary of State of DelawareClosing Date, in form, scope and substance reasonably satisfactory to the Buyer, to the effect set forth in ANNEX VII attached hereto.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer(s) at any time in its sole discretion: (a) The Company shall have executed this Agreement Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the BuyerBuyer(s). (b) With regard to the Second Closing, the Company shall have filed a registration statement with the SEC as described in the Investor Registration Rights Agreement. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing DateDates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing DateDates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date Dates regarding the representation contained in Section 3(c) above. (cd) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (de) The Buyer Buyer(s) shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, an opinion of counsel to the Company, an opinion, dated as of the Closing Date, in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebyBuyer(s). (f) The Company shall have provided to the Buyer Buyer(s) a certificate of good standing from the Secretary of State of Delaware. (g) As of each Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (h) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (i) The Company shall have provided to the Investor an acknowledgement, to the satisfaction of the Investor, from ____________, the Company's independent certified public accountants, as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (j) The Company shall have filed a form UCC -1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement and provided proof of such filing to the Buyer(s). (k) The Company shall obtained the approval of its board of directors and a majority of its outstanding shares of capital stock (voting as separate classes, if required by applicable law) to increase its authorized common stock to a number mutually acceptable to the Company and the Investor.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Shares Notes at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement and delivered the same to the Buyer. (b) The representations and warranties of the Company contained in this Agreement and the other Transaction Documents shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement and the other Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the applicable Closing Date. If requested . (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation by the BuyerCompany of the purchase and sale of the Notes and the transactions contemplated hereby or under the Transaction Documents, the Buyer all of which shall be in full force and effect. (c) The Buyers shall have received a certificate, executed by the President an officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) aboveBuyer. (cd) The Company shall have executed and delivered to the Buyer the Shares Note in the amount set forth opposite on the Buyer’s name on Schedule I attached Buyer Omnibus Signature Pages affixed hereto. (de) The Buyer Company shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel delivered to the CompanyBuyer a certificate, executed on its behalf by an opinionappropriate officer, dated as of the Closing Date, in a form satisfactory to certifying the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the adopted by its Board of Directors of approving the Company approving transactions contemplated by this Agreement, the Warrant other Transaction Documents and the transactions contemplated hereby issuance of the Note, certifying the current versions of its Articles of Incorporation and thereby. By-laws (for equivalent documents) The Company shall have provided and certifying as to the Buyer a signatures and authority of persons signing this Agreement on behalf of the Company. The foregoing certificate of good standing from shall only be required to be delivered on the Secretary of State of DelawareClosing Date, unless any information contained in the certificate has changed.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Notes at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The receipt and acceptance by the Company of Subscription Amounts from Buyers (including the Buyer) equal to at least the Minimum Amount. (b) The Company shall have executed this Agreement and delivered the same to security agreement of even date herewith substantially in the Buyerform attached hereto as Exhibit B (the “Security Agreement”) with the Buyers. (bc) The Company shall have executed and delivered the registration rights agreement of even date herewith substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) with the Buyers. (d) The representations and warranties of the Company contained in this Agreement (as modified by the Disclosure Schedule) and the other Transaction Documents shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitations as to “materiality” or “Material Adverse Effect” set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (e) The Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement and the other Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested . (f) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation by the BuyerCompany of the purchase and sale of the Notes and the transactions contemplated hereby or under the Transaction Documents, the Buyer all of which shall be in full force and effect. (g) The Buyers shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, certifying as to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as fulfillment of the Closing Date regarding the representation contained conditions set forth in Section 3(cSections 6(e) and 6(f) above. (ch) The Company shall have executed and delivered to the Buyer Buyers the Shares Notes in the amount respective amounts set forth opposite on the Buyer’s name on Schedule I attached heretoBuyer Omnibus Signature Pages affixed hereto and the Disbursement of Funds Memorandum. (di) The Company shall have delivered to the Buyers a certificate, executed on its behalf by an appropriate officer, dated as of the Closing Date, certifying the resolutions adopted by its Board of Directors approving the transactions contemplated by this Agreement, the other Transaction Documents and the issuance of the Notes, certifying the current versions of its Certificate of Incorporation and By-laws (or equivalent documents) and certifying as to the signatures and authority of persons signing this Agreement on behalf of the Company. The foregoing certificate shall only be required to be delivered on the first Closing Date, unless any information contained in the certificate has changed. (j) The Buyer shall have received an opinion from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion’s legal counsel, dated as of the Closing Date, in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (fa) The Company shall have provided performed and complied in all material respects with all agreements, covenants and conditions to closing required to be performed and complied by it or them under the Security Agreement, unless such agreements, covenants and conditions have been waived by the Buyer, which waiver shall be conclusively evidenced by the Introducing Broker’s written instruction to the Buyer a certificate Escrow Agent to deliver to the Company in accordance with the terms of good standing from the Secretary of State of DelawareEscrow Agreement the Purchase Price for the Notes to be issued and sold to the Buyer(s) on such Closing Date. (k) The Share Exchange shall have been consummated.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase Purchase the Shares Convertible Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions: (ai) The Company shall have executed this Agreement the Transaction Documents and delivered the same to the BuyerBuyer(s). (bii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the First Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the First Closing Date regarding the representation contained in Section 3(c) above. (ciii) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (div) The Buyer Buyer(s) shall have received an opinion of counsel from GxxxxxxxxXxxxxxx Xxxxxxx & Xxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, P.A. in a form satisfactory to the BuyerBuyer(s). (ev) The Secretary of the Company shall have delivered provided to the Buyer at the Closing Buyer(s) a certificate certifying (i) of good standing from the By-Laws secretary of state from the Company and (ii) resolutions of state in which the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebycompany is incorporated. (fvi) The Company shall have provided to the Buyer a certificate an acknowledgement, to the satisfaction of good standing the Buyer, from the Secretary Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (vii) The Company shall have reserved out of State its authorized and unissued Common Stock, solely for the purpose of Delawareeffecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (viii) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (b) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions: (i) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by two officers of the Company, dated as of the Second Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Second Closing Date regarding the representation contained in Section 3(c) above. (ii) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (iii) The Company shall have completed its audit for the fiscal year ended September 30, 2005 and provided the Buyer with the same. (iv) The Company shall have filed its Form 10 with the SEC and provided a copy of the filed form to the Buyer. (v) The Company shall have certified that all conditions to the Second Closing have been satisfied. If requested by the Buyer, the Buyer shall have received a certificate, executed by the two officers of the Company, dated as of the Second Closing Date, to the foregoing effect. (vi) No default or event of default shall have occurred under any Transaction Document.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions: (ai) The Company shall have executed this Agreement the Transaction Documents and delivered the same to the BuyerBuyer(s). (bii) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the OTCBB. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the First Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the First Closing Date regarding the representation contained in Section 3(c) above. (civ) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (dv) The Buyer Buyer(s) shall have received an opinion of counsel from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, Company in a form satisfactory to the BuyerBuyer(s). (evi) The Secretary Company shall have provided to the Buyer(s) a certificate of good standing from the secretary of state from the state in which the company is incorporated. (vii) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (viii) The Company shall have delivered to the Buyer at Escrow Agent the Closing a certificate certifying (i) Pledged Shares as well as executed and medallion guaranteed stock powers as required pursuant to the By-Laws of the Company Pledge and (ii) resolutions of the Board of Directors of the Company approving this Escrow Agreement, the Warrant and the transactions contemplated hereby and thereby. (fix) The Company shall have provided to the Buyer a certificate an acknowledgement, to the satisfaction of good standing the Buyer, from the Secretary Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (x) The Company shall have reserved out of State its authorized and unissued Common Stock, solely for the purpose of Delawareeffecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (xi) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (b) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the OTCBB. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by two officers of the Company, dated as of the Second Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Second Closing Date regarding the representation contained in Section 3(c) above. (iii) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (iv) The Company shall have certified that all conditions to the Second Closing have been satisfied and that the Company will file the Registration Statement with the SEC in compliance with the rules and regulations promulgated by the SEC for filing thereof two (2) business days after the Second Closing. If requested by the Buyer, the Buyer shall have received a certificate, executed by the two officers of the Company, dated as of the Second Closing Date, to the foregoing effect. The Buyers have no obligation to fund at the Second Closing if the Company has filed the Registration Statement.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation of the Buyer hereunder to purchase the Preferred Shares at and acquire the Warrants on the Closing Date is subject conditioned upon the satisfaction of the following conditions precedent on or before the Closing Date (any or all of which may be waived by the Buyer in its sole discretion): (a) Delivery by the Company to the satisfaction, at Escrow Agent of the certificates for the Preferred Shares and the Warrants in accordance with this Agreement; (b) The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date and the performance by the Company on or before the Closing Date of all covenants and agreements of the Company required to be performed on or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement and delivered the same to the Buyer. (b) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with receipt by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received of a certificate, executed by the President of the Company, dated as of the Closing Date, to of the foregoing effect Chief Executive Officer of the Company confirming such matters and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above.may reasonably request; (c) The Company shall have executed and delivered to receipt by the Buyer of confirmation of the Shares in filing with the amount set forth opposite Secretary of State of the Buyer’s name on Schedule I attached hereto.State of Delaware of the Certificate of Designations; (d) The receipt by the Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinionof a certificate, dated as of the Closing Date, in a form satisfactory to of the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i1) the Certificate of Incorporation, as amended, and By-Laws of the Company as in effect on the Closing Date and (ii2) all resolutions of the Board of Directors (and committees thereof) of the Company approving relating to this Agreement, the Warrant Agreement and the transactions contemplated hereby hereby; (e) The Transfer Agent shall have executed and thereby.delivered the Transfer Agent Agreement in the form attached hereto as ANNEX V; and (f) The Company shall have provided Receipt by the Buyer on the Closing Date of an opinion of Xxxxxx Xxxxx Xxxxx Xxxxxxxxx & Xxxxxx, LLC, counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer a certificate of good standing from Buyer, to the Secretary of State of Delawareeffect set forth in ANNEX VII attached hereto.

Conditions to The Buyer’s Obligation to Purchase. The obligation obligations of the each Buyer hereunder to purchase the Shares Notes and Preferred Stock at the Closing is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditions, provided that these conditions are for such Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion: (ai) The Company shall have executed this Agreement the Agreements and delivered the same to the Buyer. (bii) The Company shall have delivered to such Buyer a duly executed Term Note in the principal amount set forth in Section 3(a). (iii) The Company shall have delivered to such Institutional Buyer a duly executed Revolving Note as required pursuant to Section 2(e). (iv) The Company shall have delivered to such Buyer a certificate representing such number of shares of Preferred Stock as set forth in Section 3(a). (v) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent. (vi) The Company shall have delivered a signed letter from GDBA confirming that the GDBA Agreement to Fund will be terminated and all amounts payable to GDBA thereunder will be repaid on the Closing Date. (vii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the The Buyer shall have received a certificatecertificate or certificates, executed by the President chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the such Buyer including, without limitation an update as but not limited to certificates with respect to the Company’s Articles of Incorporation, Bylaws and Board of Directors’ resolutions relating to the Closing Date regarding the representation contained in Section 3(c) abovetransactions contemplated hereby. (cviii) The Company No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have executed and delivered been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which is reasonably expected to restrain, prohibit or invalidate the Buyer the Shares in the amount set forth opposite the Buyer’s name on Schedule I attached heretotransactions contemplated by this Agreement. (dix) No event shall have occurred which has had or which could reasonably be expected to have a Material Adverse Effect on the Company. (x) The Buyer Common Shares shall have been authorized for quotation on the OTCBB, trading in the Common Stock on the OTCBB shall not have been suspended by the SEC or the OTCBB, and at least two market-makers shall be making a market in the Company’s Common Stock. (xi) The Buyers shall have received from Gxxxxxxxxan opinion of Dxxxx Xxxxxx & Associates, Bxxxxx & BxxxxxP.C., counsel for the Company, in the form of Exhibit E. (xii) The amendment to the Company’s Articles of Incorporation required to designate the number, an opinion, dated as preferences and rights of the Closing DateSeries A Preferred Stock, as set forth in a form satisfactory to Exhibit A, shall have been accepted for filing with the Buyer. (e) The Colorado Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebyState. (f) The Company shall have provided to the Buyer a certificate of good standing from the Secretary of State of Delaware.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Redeemable Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement the Transaction Documents and any other documents relating to this transaction and delivered the same to the BuyerBuyer(s). (b) The trading in the Common Shares on the pink sheets, or the over-the-counter bulletin board upon the company’s listing thereon, shall not have been suspended for any reason. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (cd) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Redeemable Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (de) The Buyer Buyer(s) shall have received an opinion of counsel from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, Company in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebyBuyer(s). (f) The Company shall have provided to the Buyer Buyer(s) a certificate of good standing from the Secretary secretary of State state from the state in which the company is incorporated. (g) As of Delawarethe Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of issuing shares of Common Stock upon exercise of the Warrant, shares of Common Stock to effect the issuance of the shares of Common Stock upon exercise of the Warrants.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer(s) at any time in its sole discretion: (a) The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the BuyerBuyer(s). (b) The Common Stock shall be authorized for quotation on The National Association of Securities Dealers, Inc. OTC Bulletin Board, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved for listing or quotation on The National Association of Securities Dealers, Inc. OTC Bulletin Board. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the The Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (ce) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (d) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (f) The Company shall have provided to the Buyer a certificate of good standing from the Secretary of State of Delaware.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement and delivered the same to the Buyer. (b) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (c) The Company shall have executed and delivered to the Buyer the Shares and the Warrant in the amount amounts set forth opposite the Buyer’s name on Schedule I attached hereto. (d) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (f) The Company shall have provided to the Buyer a certificate of good standing from the Secretary of State of Delaware. (g) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of issuing the Warrant Shares pursuant to the terms of the Warrants, shares of Common Stock to effect the issuance of all Warrants then outstanding.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation of the Buyer hereunder to purchase the Preferred Shares at and to acquire the Warrants on the Closing Date is subject to the satisfaction, at or before the Closing Date, of each of the following conditionsconditioned upon: (a) The Delivery by the Company shall have executed this Agreement and delivered the same to the Buyer.Buyer of the certificates for the Preferred Shares and the Warrants in accordance with this Agreement; (b) The accuracy on the Closing Date of the representations and warranties of the Company shall be true and correct contained in all material respects (except to the extent that any of such representations and warranties is already qualified this Agreement as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when if made and as of on the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with performance by the Company at on or prior to before the Closing Date. If requested Date of all covenants and agreements of the Company required to be performed on or before the Closing Date and receipt by the Buyer, the Buyer shall have received of a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding Chief Executive Officer or the representation contained in Section 3(c) above.Chief Financial Officer of the Company confirming such matters; (c) The Company shall have executed and delivered to receipt by the Buyer of confirmation of the Shares filing with the Secretary of State of the State of Washington of the Statement of Rights in the amount set forth opposite the Buyer’s name on Schedule I form attached hereto.hereto as Annex I; (d) The receipt by the Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinionof a certificate, dated as of the Closing Date, in a form satisfactory to of the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i1) the Articles of Incorporation and By-Laws of the Company and as in effect on the Closing Date, (ii2) all resolutions of the Board of Directors (and committees thereof) of the Company approving relating to this Agreement, the Warrant Agreement and the transactions contemplated hereby and thereby.(3) such other matters as reasonably requested by the Buyer; and (fe) The Company shall have provided Receipt by the Buyer on the Closing Date of an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer a certificate of good standing from Buyer, to the Secretary of State of Delawareeffect set forth in Annex VI attached hereto.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer(s) at any time in its sole discretion: (a) The Company shall have executed this Agreement Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the BuyerBuyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing DateDates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing DateDates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date Dates regarding the representation contained in Section 3(c) above. (cd) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (de) The Buyer Buyer(s) shall have received an opinion of counsel from GxxxxxxxxKirkpatrick & Lockhart, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, LLP in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebyfxxx xxxxxxxctoxx xx xxe Buyer(s). (f) The Company shall have provided to the Buyer Buyer(s) a certificate of good standing from the Secretary secretary of State state from the state in which the company is incorporated. (g) As of Delawarethe Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (h) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (i) The Company shall have provided to the Investor an acknowledgement, to the satisfaction of the Investor, from L.L. Bradford & Company, LLC as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (j) The Company shall have filed a form UCC -1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyers hereunder to purchase the Shares Notes at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement and delivered a security agreement of even date herewith, substantially in the same to form attached hereto as Exhibit B (the Buyer“Security Agreement”), between the Company and the Buyers. (b) The Company shall have executed and delivered a registration rights agreement of even date herewith, substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”), between the Company and the Buyers. (c) The representations and warranties of the Company contained in this Agreement (as modified by the Disclosure Schedule) and the other Transaction Documents shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitations as to “materiality” or “Material Adverse Effect” set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) The Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement and the other Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested . (e) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation by the BuyerCompany of the purchase and sale of the Notes and the transactions contemplated hereby or under the Transaction Documents, the Buyer all of which shall be in full force and effect. (f) The Buyers shall have received a certificate, executed by the President Chief Executive Officer of the Company, dated as of the Closing Date, certifying as to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as fulfillment of the Closing Date regarding the representation contained conditions set forth in Section 3(cSections 6(d) and 6(e) above. (cg) The Company shall have executed and delivered to the Buyer Buyers the Shares Notes in the amount respective amounts set forth opposite on the Buyer’s name on Schedule I attached heretoBuyer Omnibus Signature Pages affixed hereto and the Disbursement of Funds Memorandum. (dh) The Company shall have delivered to the Buyers a certificate, executed on its behalf by an appropriate officer, dated as of the Closing Date, certifying the resolutions adopted by its Board of Directors approving the transactions contemplated by this Agreement, the other Transaction Documents and the issuance of the Notes, certifying the current versions of its Certificate of Incorporation and By-laws (or equivalent documents) and certifying as to the signatures and authority of persons signing this Agreement on behalf of the Company. The foregoing certificate shall only be required to be delivered on the first Closing Date, unless any information contained in the certificate has changed. (i) The Buyer shall have received an opinion from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion’s legal counsel, dated as of the Closing Date, in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (fa) The Company shall have provided performed and complied in all material respects with all agreements, covenants and conditions to closing required to be performed and complied by it or them under the Security Agreement, unless such agreements, covenants and conditions have been waived by the Buyer, which waiver shall be conclusively evidenced by the Introducing Broker’s written instruction to the Buyer a certificate Escrow Agent to deliver to the Company in accordance with the terms of good standing from the Secretary of State of DelawareEscrow Agreement the Purchase Price for the Notes to be issued and sold to the Buyer(s) on such Closing Date.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (ai) The Company shall have executed this Agreement the Transaction Documents and delivered the same to the BuyerBuyer(s). (bii) [The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the OTCBB.] (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (civ) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (dv) The Buyer Buyer(s) shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, an opinion of counsel to the Company, an opinion, dated as of the Closing Date, in a form satisfactory to the BuyerBuyer(s). (evi) The Secretary of the Company shall have delivered provided to the Buyer at the Closing Buyer(s) a certificate certifying (i) of good standing from the By-Laws secretary of state from the Company and (ii) resolutions of state in which the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebycompany is incorporated. (fvii) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer's interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (viii) The Company shall have provided to the Buyer a certificate an acknowledgement, to the satisfaction of good standing the Buyer, from the Secretary Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (ix) The Company shall have reserved out of State its authorized and unissued Common Stock, solely for the purpose of Delawareeffecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Redeemable Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement Agreement, the Transaction Documents and any other documents relating to this transaction and delivered the same to the BuyerBuyer(s). (b) The trading in the Common Stock on the pink sheets shall not have been suspended for any reason. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation limitation, an update as of the Closing Date regarding the representation contained in Section 3(c) above. (cd) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Redeemable Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (de) The Buyer Buyer(s) shall have received an opinion of counsel from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, Company in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebyBuyer(s). (f) The Company shall have provided to the Buyer Buyer(s) a certificate of good standing from the Secretary secretary of State of Delawarestate from the state in which the Company is incorporated. (g) Intentionally omitted.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Ordinary Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (a) The Company shall have duly executed this Agreement and delivered to each Buyer each of the same Transaction Documents, and the Company shall have aused the Transfer Agent to credit an aggregate ____ Ordinary Shares to the BuyerBuyers’ or its designees’ balance account with DTC through its Deposit/Withdrawal at Custodian system. (b) The representations Company shall have delivered to the Buyers a certificate evidencing the formation and warranties good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of the Closing Date. (c) The Company shall have delivered to the Buyers a certificate, in the form acceptable to the Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to the Buyers, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the Closing. (d) Each and every representation and warranty of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer The Buyers shall have received a certificate, duly executed by the President Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (c) The Company shall have executed and delivered to the Buyer the Shares Buyers in the amount set forth opposite the Buyer’s name on Schedule I attached hereto. (d) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, in a form satisfactory acceptable to the Buyer. (e) The Secretary Ordinary Shares (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Company Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have delivered to the Buyer at been threatened, as of the Closing a certificate certifying Date, either (iI) in writing by the By-Laws SEC or the Principal Market or (II) except as set forth in the SEC Documents, by falling below the minimum maintenance requirements of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebyPrincipal Market. (f) The Company shall have provided obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (g) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (h) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (i) The Company shall have notified the Principal Market to list or designate for quotation (as the case may be) the Ordinary Shares. (j) The Buyer shall have received a letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company, setting forth the wire transfer instructions of the Company (the “Flow of Funds Letter”). (k) From the date hereof to the Closing Date, (i) trading in the Ordinary Shares shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing. (l) The Registration Statement shall be effective and available for the issuance and sale to the Buyer a certificate s hereunder of good standing from an aggregate ______ Ordinary Shares. (m) The Company shall have delivered to the Secretary of State of DelawareBuyers the Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the 1933 Act). (n) The Company and its Subsidiaries shall have delivered to the Buyers such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Buyers or its counsel may reasonably request.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Shares Securities at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer at any time in its sole discretion: (a) The Company shall have executed this Agreement and delivered the same to the Buyer. (b) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is are already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the such Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the such Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (c) The Company shall have executed and delivered to the Buyer the Shares Shares, the Warrants and the Additional Warrants in the amount amount(s) set forth opposite the Buyer’s name on Schedule I attached heretoin Section 1 above. (d) The Buyer shall have received from GxxxxxxxxXxxxxxxxx, Bxxxxx Xxxxxx & BxxxxxXxxxxx, counsel to the Company, an opinion, dated as of the such Closing Date, in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the each Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant Agreement and the transactions contemplated hereby and therebyhereby. (f) The Company shall have provided to the Buyer a certificate of good standing from the Secretary of State of Delaware. (g) The Company shall have reserved out of its authorized and unissued Common Stock, shares of Common Stock to effect the issuance of all Warrant Shares then issuable.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (ai) The Company shall have executed this Agreement the Transaction Documents and delivered the same to the BuyerBuyer(s). (bii) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the OTCBB. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (civ) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (dv) The Buyer Buyer(s) shall have received an opinion of counsel from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, Company in a form satisfactory to the BuyerBuyer(s). (evi) The Secretary of the Company shall have delivered provided to the Buyer at the Closing Buyer(s) a certificate certifying (i) of good standing from the By-Laws secretary of state from the Company and (ii) resolutions of state in which the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebycompany is incorporated. (fvii) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer's interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (viii) The Company shall have provided to the Buyer a certificate an acknowledgement, to the satisfaction of good standing the Buyer, from the Secretary Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (ix) The Company shall have reserved out of State its authorized and unissued Common Stock, solely for the purpose of Delawareeffecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (x) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase the Shares Convertible Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions: (ai) The Company shall have executed this Agreement the Transaction Documents and delivered the same to the Buyer. (bii) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the OTCBB. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the First Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the First Closing Date regarding the representation contained in Section 3(c) above. (civ) The Company shall have executed and delivered to the Buyer the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer name on Schedule I attached hereto. (dv) The Buyer shall have received an opinion of counsel from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, 's counsel in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (fvi) The Company shall have provided to the Buyer a certificate of good standing from the Secretary secretary of State state from the state in which the company is incorporated. (vii) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer's interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of Delawaresuch filing to the Buyer. (viii) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (ix) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (x) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (b) The obligation of the Buyer hereunder to accept the Convertible Debentures at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the OTCBB. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by two officers of the Company, dated as of the Second Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Second Closing Date regarding the representation contained in Section 3(c) above. (iii) The Company shall have executed and delivered to the Buyer the Convertible Debentures in the respective amounts set forth opposite each Buyer name on Schedule I attached hereto. (iv) The Company shall have obtained shareholder approval and filed its certificate of amendment to its certificate of incorporation increasing its authorized Common Stock to at least 900,000,000 in accordance with applicable laws. (v) The Company shall have reserved with its transfer agent out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, a minimum of 350,000,000 shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer(s) at any time in its sole discretion: (a) The Company shall have executed this Agreement Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the BuyerBuyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing DateDates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing DateDates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date Dates regarding the representation contained in Section 3(c) above. (cd) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (de) The Buyer Buyer(s) shall have received an opinion of counsel from GxxxxxxxxKirkpatrick & Lockhart, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, LLP in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebyxxxx xxxxxxactxxx xx xhe Buyer(s). (f) The Company shall have provided to the Buyer Buyer(s) a certificate of good standing from the Secretary secretary of State state of DelawareColorado. (g) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (h) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (i) The Company shall have provided to the Investor an acknowledgement, to the satisfaction of the Investor, from Cordovano & Harvey as to its abilxxx xx xxovixx xxx consents required in order to file a registration statement in connection with this transaction. (j) The Company shall have filed a form UCC -1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase the Common Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion (if permissible under applicable law) by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed this Agreement and delivered to the same Buyer each of the Transaction Documents to which it is a party. (ii) The Company shall have delivered to the Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form reasonably acceptable to the Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (biii) The representations and warranties of the Company set forth in Section 3(a) (Organization and Qualification), Section 3(b) (Subsidiaries), Section 3(c) (Authorization; Enforcement; Validity), Section 3(d) (Issuance of Common Shares), Section 3(gg) (No Disqualification Events), Section 3(p) (Equity Capitalization) (except for any changes in capitalization that are, individually or in the aggregate, de minimis in both amount and nature) and the second sentence of Section 3(h) (No General Solicitation; Placement Agent’s Fees) (collectively, the “Company Excepted Representations”) shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made hereof and as of the Closing Date as though made at on and as of the Closing Date, except that time (except for those representations and warranties that speak address matters only as of a specific particular date need only be true and correct as of such date. All of the other representations and warranties of the Company contained in this Agreement, in each case disregarding and without giving any effect to all qualifications and exceptions contained therein relating to materiality or Company Material Adverse Effect or any similar standard or qualification, shall be true and correct as of the date hereof and as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that address matters only as of a particular date need only be true and correct as of such date and except for such failures to be true and correct that, individually and in the aggregate, have not had, and would not be likely to have, a Company Material Adverse Effect. (iv) and the The Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (cv) The Company shall have executed obtained all governmental, regulatory or third party consents and delivered to approvals, if any, necessary for the Buyer the Shares in the amount set forth opposite the Buyer’s name on Schedule I attached hereto. (d) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as issuance and sale of the Closing Date, in a form satisfactory Common Shares to the Buyer. (evi) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws all of the Company documents and (ii) resolutions of the Board of Directors of other items required to be delivered by the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebypursuant to Section 1(d)(ii). (fvii) The Company No Governmental Authority of competent jurisdiction shall have provided enacted, issued or entered any restraining order, injunction or similar order or legal restraint or prohibition which remains in effect that enjoins or otherwise prohibits the consummation of the Share Issuance, including, without limitation, the Share Issuance, which order, injunction, legal restraint or prohibition shall have become final and non-appealable. (viii) Since the date hereof, no change or event shall have occurred and no circumstances shall exist which have had or would reasonably be expected to have, individually or in the Buyer aggregate, a certificate of good standing from the Secretary of State of DelawareCompany Material Adverse Effect.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase the Shares Note and the Initial Warrants at the Initial Closing and the Shares and associated Warrants with respect to the Subsequent Closing is subject to the satisfaction, at or before the applicable Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Buyer each of the Transaction Documents to which it is a party, and the Company shall have duly executed and delivered to the Buyer, with respect to the Initial Closing, the Note and the Initial Warrants, and with respect to the Subsequent Closing, the Shares and associated Warrants. (ii) The Company shall have executed this Agreement and delivered to the same Buyer a certificate evidencing the good standing of the Company issued by the Secretary of State of Delaware as of a date within ten (10) days of the applicable Closing Date. (iii) The Company shall have delivered to the Buyer a certificate, in a form reasonably acceptable to the Buyer, executed by the Secretary of the Company and dated as of the applicable Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Initial Closing. (biv) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the applicable Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date) , which shall be true and correct as of such date), and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the applicable Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (cv) The Company shall have executed obtained all governmental, regulatory or third party consents and delivered approvals, if any, necessary for the sale of, with respect to the Buyer Initial Closing, the Note and the Initial Warrants, and with respect to the Subsequent Closing, the Shares in the amount set forth opposite the Buyer’s name on Schedule I attached heretoand associated Warrants. (dvi) The Buyer No statute, rule, regulation, executive order, decree, ruling or injunction shall have received from Gxxxxxxxxbeen enacted, Bxxxxx & Bxxxxxentered, counsel to promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the Company, an opinion, dated as consummation of any of the Closing Date, in a form satisfactory to transactions contemplated by the BuyerTransaction Documents. (evii) The Secretary With respect to the Subsequent Closing only, the Company’s stockholders shall have approved the exercise of the Warrants, the Company shall have delivered filed an information statement with respect to such stockholder action with the Securities and Exchange Commission, and will have distributed to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (f) same to its shareholders. The Company shall have provided agrees that it will file such information statement promptly after the Initial Closing and will use best efforts to the Buyer a certificate of good standing from the Secretary of State of Delawarecause such statement to be distributed to its shareholders and to cause such information statement to become effective.

Conditions to The Buyer’s Obligation to Purchase. The Each respective Buyer’s obligation of the Buyer hereunder to purchase the Shares at Securities from the Company pursuant to this Agreement on the Closing Date is conditioned upon and subject to the satisfactionfulfillment, at on or before prior to the Closing Date, of each all of the following conditions:, any of which may be waived in whole or in part by the respective Buyer (but only with respect to such Buyer’s Note): (a) a. The execution and delivery of this Agreement, the Company Security Agreement, the Pledge Agreement, the Transfer Agent Letter, the Confessions and, as applicable, the other Transaction Documents by the Company; b. The execution and delivery of the Lockup Agreements by the appropriate officers and directors of the Company, as determined by Agent in its sole discretion; c. The execution and delivery of the EnSurge Security Agreement by EnSurge NM; d. The delivery by the Company to each Buyer of such Buyer’s respective Note and Warrant, each in original form, duly executed by the Company, in accordance with this Agreement; e. The delivery by the Company to Agent of the Opinion Letter, which Opinion Letter is in a form reasonably satisfactory to Agent; f. On the Closing Date, each of the Transaction Documents executed by the Company on or before such date shall be in full force and effect and the Company shall have executed this Agreement not be in default thereunder; g. The Share Reserve shall be sufficient to effect the full conversion of the Notes and delivered exercise of the same to Warrants as of the Buyer.Closing Date; (b) h. The accuracy in all material respects on the Closing Date of the representations and warranties of the Company shall be true contained in this Agreement and correct in the other Transaction Documents, each as if made on such date, and the performance by the Company on or before such date of all material respects (except to the extent that any of such representations covenants and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as agreements of the Company required to be performed on or before such date; i. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; j. From and after the date when made hereof up to and as including the Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii) no minimum prices shall been established for securities traded on the Principal Trading Market; (iv) there shall not have been any material adverse change in any financial market; and (v) there shall not have occurred any Material Adverse Effect; k. Except for any notices required or permitted to be filed after the Closing Date as though made at that time (except for representations with certain federal and warranties that speak as of a specific date) and state securities commissions, the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (c) The Company shall have executed and delivered to the Buyer the Shares in the amount set forth opposite the Buyer’s name on Schedule I attached hereto. (d) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying obtained (i) all governmental approvals required in connection with the By-Laws lawful sale and issuance of the Company Securities, and (ii) resolutions all third party approvals required to be obtained by the Company in connection with the execution and delivery of the Board of Directors Transaction Documents by the Company or the performance of the Company approving this Agreement, the Warrant Company’s obligations thereunder; and l. All corporate and other proceedings in connection with the transactions contemplated hereby at the Closing and therebyall documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to Agent. (f) m. The Company shall have provided execution and delivery of the EnSurge NM Services Contract by EnSurge NM and the other parties thereto. n. The delivery of the waiver agreement, , in form and substance reasonably satisfactory to the Buyer a certificate Buyers, duly executed by the Company, EnSurge NM, Next View Capital L.P. (“Next View”), Zadar LLC. (“Zadaor” and together with Next View, the “Outstanding Debtholders”), evidencing the payoff of good standing from such debt owed to the Secretary Outstanding Debtholders and the release of State the liens in favor of Delawarethe Outstanding Debtholders.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement Agreement, the Convertible Debenture (in such amounts as purchased by Buyer(s) hereunder) and the Transaction Documents, and delivered the same to the BuyerBuyer(s). (b) The trading in the Common Shares on the OTCBB shall not have been suspended for any reason. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing DateDates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing DateDates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date Dates regarding the representation contained in Section 3(c) above. (cd) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (de) The Buyer Buyer(s) shall have received an opinion of counsel from GxxxxxxxxXxxxxx X. Emas, Bxxxxx & Bxxxxx, Attorney at Law as counsel to the Company, an opinion, dated as of the Closing Date, Company in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebyBuyer(s). (f) The Company shall have provided to the Buyer Buyer(s) a certificate of good standing from the Secretary secretary of State state from the state in which the Company is incorporated. (g) As of Delawarethe Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (h) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer(s), shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (i) The Company shall have provided to the Buyer(s) an acknowledgement, to the satisfaction of the Buyer, from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (j) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’(s’) interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (k) Buyer’s due diligence of the Company’s projected cash flow shall have been completed to Buyer’s satisfaction. (l) The Company shall have hired an approved IR firm. The parties agree that the net proceeds of the purchase price shall be held in escrowand shall only be disbursed upon approval from the Buyer(s).

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase Purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (ai) The Company shall have executed this Agreement the Transaction Documents and delivered the same to the BuyerBuyer(s). (bii) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the OTCBB. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the First Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the First Closing Date regarding the representation contained in Section 3(c) above. (civ) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (dv) The Buyer Buyer(s) shall have received an opinion of counsel from Gxxxxxxxx, Bxxxxx & Bxxxxx, Company counsel to the Company, an opinion, dated as of the Closing Date, in a form satisfactory to the BuyerBuyer(s). (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (fvi) The Company shall have provided to the Buyer Buyer(s) a certificate of good standing from the Secretary secretary of State state from the state in which the company is incorporated. (vii) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer's interest in the Pledged Property as detailed in the Security Agreement of Delawareeven date herewith and provided proof of such filing to the Buyer(s). (viii) The Company shall have delivered the Pledged Shares as well executed and medallion guaranteed stock bond powers as required pursuant to the Pledge and Escrow Agreement. (ix) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (x) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Shares Convertible Notes at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (a) The Company shall have duly executed this Agreement and delivered to the same Buyer each of the Transaction Documents to which it is a party, the Company shall have duly executed and delivered to the Buyer a Convertible Note with a principal amount corresponding to the Subscription Amount set forth opposite the Buyer’s name on Schedule of Buyers attached as Schedule I for the Closing. (b) The Buyer shall have received the opinion of the Cayman Islands counsel to the Company, dated as of the Closing Date, in the form reasonably acceptable to the Buyer. (bc) The representations Company shall have delivered to the Buyer a certificate evidencing the incorporation and warranties good standing of the Company as of a date within ten (10) days of the Closing Date. (d) Each and every representation and warranty of the Company shall be true and correct in all material respects (except to the extent that any of such other than representations and warranties is already qualified as to materiality in Section 3 aboveby materiality, in which case, such representations and warranties shall be true and correct without further qualificationin all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by , as set forth in section 3 and 4. (e) The ADSs (A) shall be designated for quotation or listed (as applicable) on the BuyerPrincipal Market and (B) shall not have been suspended, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer includingSEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (c) The Company shall have executed and delivered to the Buyer the Shares in the amount set forth opposite the Buyer’s name on Schedule I attached hereto. (d) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, either (I) in a form satisfactory to writing by the Buyer. SEC or the Principal Market or (eII) The Secretary by falling below the minimum maintenance requirements of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebyPrincipal Market. (f) The Company shall have provided obtained all governmental, regulatory or third-party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (g) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (h) Since the date of execution of this Agreement, no event or series of events shall have occurred that has resulted in or would reasonably be expected to result in a Material Adverse Effect. (i) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, to the extent required. (j) The Buyer shall have received a certificate letter, duly executed by an officer of good standing from the Secretary Company, setting forth the wire amounts of the Buyer and the wire transfer instructions of the Company (the “Closing Statement”). (k) From the date hereof to the Closing Date, (i) trading in the ADSs shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and (ii) the closing price of the ADSs during each of the five (5) consecutive Trading Days immediately prior to the applicable Closing Date shall be at least 200% of the Floor Price (as defined in the Convertible Notes), and (iii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of Delawarehostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing. (l) The Company shall have filed the Prospectus Supplement in accordance with Section 4(i)(ii) above.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer(s) at any time in its sole discretion: (a) The Company shall have executed this Agreement Agreement, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the BuyerBuyer(s). (b) The Common Stock shall be authorized for quotation on The National Association of Securities Dealers, Inc. OTC Bulletin Board, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved for listing or quotation on The National Association of Securities Dealers, Inc. OTC Bulletin Board. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the The Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (cd) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (de) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (f) The Irrevocable Transfer Agent Instructions, in a form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (fg) The Company shall have provided to the Buyer Investor an acknowledgement, to the satisfaction of the Investor, from Harold Specter, CPA, the accountanx xx xxx Xxxxxny, as to Mr. Specter's ability to provide xxx xxxxxxxx required in order to file a certificate of good standing from the Secretary of State of Delawareregistration statement in connection with this transaction.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer(s) at any time in its sole discretion: (a) The Company shall have executed this Agreement Agreement, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the BuyerBuyer(s). (b) The Common Stock shall be authorized for quotation on The National Association of Securities Dealers, Inc. OTC Bulletin Board, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved for listing or quotation on The National Association of Securities Dealers, Inc. OTC Bulletin Board. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the The Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (cd) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (de) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (f) The Irrevocable Transfer Agent Instructions, in a form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (fg) The Company shall have provided to the Buyer Investor an acknowledgement, to the satisfaction of the Investor, from Harold Specter, CPA, the accountanx xx xxx Xxxpany, as to Mr. Specter's ability to provide xxx xxxxxxxx required in order to file a certificate of good standing from the Secretary of State of Delawareregistration statement in connection with this transaction.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation of the Buyer hereunder to purchase the Preferred Shares at on the Closing Date is subject to conditioned upon the satisfaction, at satisfaction of the following conditions precedent on or before the Closing Date, Date (any or all of each of which may be waived by the following conditions:Buyer in its sole discretion): (a) The Delivery by the Company shall have executed this Agreement and delivered the same to the Buyer.Escrow Agent of the certificates for the Preferred Shares in accordance with this Agreement; (b) The accuracy on the Closing Date of the representations and warranties of the Company shall be true and correct contained in all material respects (except to the extent that any of such representations and warranties is already qualified this Agreement as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when if made and as of on the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with performance by the Company at on or prior to before the Closing Date. If requested Date of all covenants and agreements of the Company required to be performed on or before the Closing Date and receipt by the Buyer, the Buyer shall have received of a certificate, executed by the President of the Company, dated as of the Closing Date, to of the foregoing effect Chief Executive Officer or the Chief Financial Officer of the Company confirming such matters and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above.may reasonably request; (c) The Company shall have executed and delivered to receipt by the Buyer of confirmation of the Shares in filing with the amount set forth opposite Secretary of State of the Buyer’s name on Schedule I attached hereto.State of Delaware of the Certificate of Designations; (d) The receipt by the Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinionof a certificate, dated as of the Closing Date, in a form satisfactory to of the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i1) the Bycertificate of incorporation and by-Laws laws of the Company and as in effect on the Closing Date, (ii2) all resolutions of the Board of Directors (and committees thereof) of the Company approving relating to this Agreement, the Warrant Agreement and the transactions contemplated hereby and thereby.(3) such other matters as reasonably requested by the Buyer; and (fe) The Company shall have provided Receipt by the Buyer on the Closing Date of an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer a certificate of good standing from Buyer, to the Secretary of State of Delawareeffect set forth in ANNEX VI attached hereto.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions: (ai) The Company shall have executed this Agreement the Transaction Documents and delivered the same to the BuyerBuyer(s). (bii) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the OTCBB. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (civ) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (dv) The Buyer Buyer(s) shall have received an opinion of counsel from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP in a form satisfactory to the BuyerBuyer(s). (evi) The Secretary of the Company shall have delivered provide to the Buyer at Buyer(s), within ten (10) days from the Closing Date, a certificate certifying (i) of good standing from the By-Laws secretary of state from the Company and (ii) resolutions of state in which the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebycompany is incorporated. (fvii) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (viii) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ix) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (x) The Company shall have provided to the Buyer written consents executed by Laurus, Xxxxxxx, Capital Source, Arichiloaie and Jibrin, that the consummation of the transaction contemplated here under shall not constitute a default pursuant to any agreements between the Company and Laurus, Xxxxxxx, Capital Source, Arichiloaie or Jibrin nor trigger any ratchet and/or anti-dilution provisions pursuant to any agreements between the Company and Laurus, Xxxxxxx, Capital Source, Arichiloaie or Jibrin. (b) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the OTCBB. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date. (iii) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (iv) The Company shall have filed the registration statement with the SEC in compliance with the rules and regulations promulgated by the SEC for filing thereof on the date of the Second Closing. (v) The Company shall have certified, in a certificate executed by two officers of good standing from the Secretary Company and dated as of State the Second Closing Date, that all conditions to the Second Closing have been satisfied. (c) The obligation of Delawarethe Buyer(s) hereunder to accept the Convertible Debentures at the Third Closing is subject to the satisfaction, at or before the Third Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the OTCBB. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Third Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Third Closing Date. (iii) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (iv) The Registration Statement shall have been declared effective by the SEC. (v) The Company shall have certified, in a certificate executed by two officers of the Company and dated as of the Third Closing Date, that all conditions to the Second Closing have been satisfied.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase the Shares Series H Preferred Shares, the Notes, and the Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion: (ai) The Company shall have executed this Agreement the Transaction Documents and delivered the same to the Buyer; provided, however, that the Deposit Control Agreement may be delivered within five (5) business days following the Closing Date. (bii) The Common Stock shall be authorized for quotation or trading on the Primary Market, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or trading on the Primary Market. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (civ) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Series H Preferred Shares, the Notes, and the Warrants in the amount respective amounts set forth opposite the Buyer’s name on Schedule I and II attached hereto. (dv) The Buyer shall have received an opinion of counsel from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, Company in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (fvi) The Company shall have provided to the Buyer a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within 10 days of the Closing Date. (vii) The Company shall have delivered to the Buyer a certificate, executed by the Secretary of State the Company and dated as of Delawarethe Closing Date, as to (i) the resolutions consistent with Section 3(c) as adopted by the Company's Board of Directors in a form reasonably acceptable to the Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing. (viii) The Company or the Buyer shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (ix) All subsidiary stock held by the Company as well as executed and medallion guaranteed stock powers as required pursuant to the Security Documents shall have been delivered to the Buyer. (x) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (xi) The Company shall have created the Share Reserve. (xii) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (xiii) All conditions to the consummation of the transactions contemplated by the Agreement and Plan of Merger and Stock Purchase Agreement entered into as of March 13, 2008 among the Company, Safety & Ecology, HSCC Acquisition Corp. and the shareholders of Safety & Ecology named therein shall have been satisfied or waived (except for delivery by the Company of the cash portion of the merger consideration, which shall be satisfied simultaneously with the Closing) and such transactions shall close simultaneously with the Closing hereunder (the “SEC Closing”).

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Notes and Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement and delivered the same to the Buyer. (bi) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the Buyerpurchase and sale of the Notes and Warrants, the Buyer all of which shall be in full force and effect. The Buyers shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer Buyers, including, without limitation limitation, an update as of the Closing Date regarding the representation contained in Section 3(c) above. (cii) The Company shall have executed and delivered to the Buyer Buyers the Shares Notes in the amount respective amounts set forth opposite on the Buyer’s name on Schedule I attached heretoBuyer Signature Pages affixed hereto and the Warrants. (diii) The Buyer Company, shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel delivered to the CompanyBuyers a certificate, an opinionexecuted on its behalf by its Secretary, dated as of the Closing Date, in a form satisfactory to certifying the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of adopted by the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby by this Agreement and thereby. (f) The the issuance of the Notes and Warrants, certifying the current versions of the Articles of Incorporation and By-laws of the Company shall have provided and certifying as to the Buyer a certificate signatures and authority of good standing from persons signing this Agreement on behalf of the Secretary of State of DelawareCompany.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer(s) at any time in its sole discretion: (a) The Company shall have executed this Agreement Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, and the Irrevocable Transfer Instructions, the Warrant and delivered the same to the BuyerBuyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing DateDates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing DateDates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date Dates regarding the representation contained in Section 3(c) above. (cd) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (de) The Buyer Buyer(s) shall have received an opinion of counsel from GxxxxxxxxXxxxxxxxxxx & Xxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, LLP in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebyBuyer(s). (f) The Company shall have provided to the Buyer Buyer(s) a certificate of good standing from the Secretary secretary of state from the state in which the company is incorporated. (g) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (h) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (i) The Company shall have provided to the Investor an acknowledgement, to the satisfaction of the Investor, from Parks, Tschopp, Xxxxxxxx & Xxx, P.A. as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (j) The Company shall have filed a form UCC -1 in the State of DelawareFlorida and Nevada with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). Within ten (10) business days of the date hereof, the Company shall file any and all documents necessary to create and perfect a third position security interest in all of the assets of INI.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (ai) The Company shall have executed this Agreement the Transaction Documents and delivered the same to the BuyerBuyer(s). (bii) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the OTCBB. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (civ) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (dv) The Buyer Buyer(s) shall have received an opinion of counsel from Gxxxxxxxx, Bxxxxx Xxxxxxxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, Xxxxxxxx Xxxxxxx Xxxxx Xxxxx LLP in a form satisfactory to the BuyerBuyer(s). (evi) The Secretary Company shall have provided to the Buyer(s) a certificate of good standing from the secretary of state from the state in which the Company is incorporated. (vii) The Company shall have delivered the Pledged Shares as well as executed and medallion guaranteed stock powers as required pursuant to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company Pledge and (ii) resolutions of the Board of Directors of the Company approving this Escrow Agreement, the Warrant and the transactions contemplated hereby and thereby. (fviii) The Company shall have provided to the Buyer a certificate an acknowledgement, to the satisfaction of good standing the Buyer, from the Secretary Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (ix) The Company shall have reserved out of State its authorized and unissued Common Stock, solely for the purpose of Delawareeffecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (x) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (xi) The fixed conversion price on all convertible debentures issued by the Company to the Buyer shall have been reduced to the Fixed Conversion Price as defined in the Convertible Debentures issued hereunder. (xii) The warrant exercise price on all warrants issued by the Company to the Buyer shall have been reduced to $0.07 per share.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the BuyerBuyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB within one hundred fifty (150) days from the date of the Closing. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing DateDates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing DateDates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date Dates regarding the representation contained in Section 3(c) above. (cd) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (de) The Buyer Buyer(s) shall have received an opinion of counsel from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, Company in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebyBuyer(s). (f) The Company shall have provided to the Buyer Buyer(s) a certificate of good standing from the Secretary secretary of State state from the state in which the company is incorporated. (g) As of Delawarethe Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (h) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (i) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (j) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (k) The Company shall provide the Buyer a near term projection of the Company’s cash flow that brings its burn rate to zero and demonstrates the Company’s ability to fund its deficit until such time as this occurs.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Shares Securities at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer at any time in its sole discretion: (a) The Company shall have executed this Agreement and delivered the same to the Buyer. (b) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is are already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the such Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the such Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (c) The Company shall have executed and delivered to the Buyer the Shares Warrants and the Additional Warrants in the amount amount(s) set forth opposite the Buyer’s name on Schedule I attached heretoin Section 1 above. (d) The Buyer shall have received from GxxxxxxxxGallagher, Bxxxxx Briody & BxxxxxButler, counsel to the Company, an opinion, dated as of the Closing Datedaxxx xx xx sxxx Xxosixx Xxxe, in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the each Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant Agreement and the transactions contemplated hereby and therebyhereby. (f) The Company shall have provided to the Buyer a certificate of good standing from the Secretary of State of Delaware. (g) The Company shall have reserved out of its authorized and unissued Common Stock, shares of Common Stock to effect the issuance of all Warrant Shares then issuable.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer(s) at any time in its sole discretion: (a) The Company shall have executed this Agreement Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the BuyerBuyer(s). (b) The Company shall have successfully consummated the share exchange transaction with Trebor Industries, Inc., a Florida corporation, and provided proof of the consummation of such transaction and any and all necessary filings to the Buyer(s). (c) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (d) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing DateDates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing DateDates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date Dates regarding the representation contained in Section 3(c) above. (ce) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (df) The Buyer Buyer(s) shall have received an opinion of counsel from GxxxxxxxxKirkpatrick & Lockhart, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, LLP in a form satisfactory to the Buyerfxxx xxxxxxxctoxx xx xxe Buyer(s). (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (fg) The Company shall have provided to the Buyer Buyer(s) a certificate of good standing from the Secretary secretary of State state from the state in which the company is incorporated. (h) As of Delawarethe Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (i) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (j) The Company shall have provided to the Investor an acknowledgement, to the satisfaction of the Investor, from HJ & Associates, LLC as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (k) The Company shall have filed a form UCC - 1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (ai) The Company shall have executed this Agreement the Transaction Documents and delivered the same to the BuyerBuyer(s). (bii) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the OTCBB. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (civ) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (dv) The Buyer Buyer(s) shall have received an opinion of counsel from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, Company in a form satisfactory to the BuyerBuyer(s). (evi) The Secretary Company shall have provided to the Buyer(s) a certificate of good standing from the secretary of state from the state in which the company is incorporated. (vii) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer's interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (viii) The Company shall have delivered the Pledged Shares as well as executed and medallion guaranteed stock powers as required pursuant to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company Pledge and (ii) resolutions of the Board of Directors of the Company approving this Escrow Agreement, the Warrant and the transactions contemplated hereby and thereby. (fix) The Company shall have provided to the Buyer a certificate an acknowledgement, to the satisfaction of good standing the Buyer, from the Secretary Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (x) The Company shall have reserved out of State its authorized and unissued Common Stock, solely for the purpose of Delawareeffecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (xi) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase the Shares Common Stock at the each Monthly Closing is subject to the satisfaction, at or before the each Monthly Closing Date, of each of the following conditions: (ai) The Company shall have executed this Agreement the Transaction Documents and delivered the same to the Buyer. (bii) The Company and CorCell shall have executed and delivered to each other the ESPA. (iii) The Common Stock shall be authorized for quotation on the OTCBB and trading in the Common Stock shall not have been suspended for any reason. (iv) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the each Monthly Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the each Monthly Closing Date. If requested by the Buyer, including but not limited to, the covenants set forth in Sections 4(f) and 4(g) above. Buyer shall have received a certificate, executed by the President of the Company, dated as of the each Monthly Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation (A) an update as of the Closing Date regarding the representation contained in Section 3(c) above, and (B) a statement as to Buyer’s anticipated percentage ownership of the Company’s equity securities following the Monthly Closing which shall be sufficient to enable Buyer to assess its SEC reporting obligations under Sections 13 and 16 of the Exchange Act. (cv) The Company shall have executed and delivered to Buyer all certificates for the Common Stock previously purchased by Buyer the Shares in the amount set forth opposite the Buyer’s name on Schedule I attached heretopursuant to this Agreement. (d) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (fvi) The Company shall have provided to the Buyer a certificate of good standing from the Secretary secretary of State state of Delawarethe state in which the Company is incorporated.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder Buyers to purchase the Shares at the Closing Notes and Warrants is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions; provided, however, that these conditions are for the sole benefit of the Buyers and may be waived by the Buyers at any time in its sole discretion: (a) The Company shall have (i) executed the Agreements and (ii) delivered such documents and the Pledge Agreement or signature pages thereof (via overnight delivery or as otherwise provided in the Escrow Agreement), together with such other items as may be required by this Agreement and delivered the same Agreement, to the BuyerEscrow Agent. (b) The Company shall have issued and have duly executed by the authorized officers of the Company, and delivered to the Escrow Agent on behalf of the Buyers, the original Notes and Warrants (via overnight delivery or as otherwise provided by the Escrow Agreement). (c) The representations and warranties of the Company in this Agreement shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) ), and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received The Buyers may require a certificate, executed by the President Chief Executive Officer of the Company, Company and dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (c) The Company shall have executed and delivered to the Buyer the Shares in the amount set forth opposite the Buyer’s name on Schedule I attached heretoBuyers. (d) The Buyer Common Stock shall be authorized for quotation on the OTC Bulletin Board (or listing on a national securities exchange or other market) and trading in the Common Stock on such market shall not have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to been suspended by the Company, an opinion, dated as of the Closing Date, in a form satisfactory to the BuyerSEC or other relevant regulatory agency. (e) The Secretary of the Company No statute, rule, regulation, executive order, decree, ruling or injunction shall have delivered to been enacted, entered or issued by any court or governmental authority of competent jurisdiction or any self- regulatory organization having authority over the Buyer at matters contemplated hereby which restricts or prohibits the Closing a certificate certifying (i) the By-Laws consummation of the Company and (ii) resolutions any of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebyherein. (f) The Company shall have provided to the Buyer a certificate of good standing from the Secretary of State of Delaware.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase the Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (ai) The Company shall have executed this Agreement the Transaction Documents and delivered the same to the Buyer. (bii) The Company shall have delivered to the Buyer the Shares. (iii) The Common Stock shall be authorized for quotation on the Nasdaq Capital Market and trading in the Common Stock shall not have been suspended for any reason. (iv) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (c) The Company shall have executed and delivered to the Buyer the Shares in the amount set forth opposite the Buyer’s name on Schedule I attached hereto. (dv) The Buyer shall have received an opinion of counsel from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, Company in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (fvi) The Company shall have provided to the Buyer a certificate of good standing from the Secretary secretary of State state from the state in which the company is incorporated. (vii) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of Delawarethe Buyer, from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase Purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (ai) The Company shall have executed this Agreement the Transaction Documents and delivered the same to the BuyerBuyer(s). (bii) The Common Stock shall be authorized for quotation on the American Stock Exchange, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall have been approved by The American Stock Exchange. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the BuyerBuyer(s), the Buyer Buyer(s) shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer Buyer(s) including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (civ) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto and the Buyer’s Warrants in the respective numbers set forth opposite each Buyer(s) name on Schedule I attached hereto. (dv) The Buyer Buyer(s) shall have received an opinion of counsel from GxxxxxxxxWolf, Bxxxxx & BxxxxxBlock, counsel to the CompanyXxxxxx and Xxxxx-Xxxxx LLP and Xxxxxx, an opinionColicchio and Xxxxxxxxx, dated as of the Closing Date, LLP in a form reasonably satisfactory to the Buyer.Buyer(s). {00079355.10 / 0860-108} (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (fvi) The Company shall have provided to the Buyer Buyer(s) a certificate of good standing from the Secretary of State from the state in which the company is incorporated. (vii) The Company’s shareholders approve (i) the transactions contemplated by the Transaction Documents, and (ii) increase the authorized shares to 225,000,000. (viii) The Company shall have provided to the Buyer(s) an acknowledgement, to the satisfaction of Delawarethe Buyer(s), from the Company’s certified public accountant as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (ix) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (x) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer(s), shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (xi) The Company shall have filed a Form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement and provided proof of such filing to the Buyer(s). (xii) The Company shall deposit all of the fees owed to Prentice Capital Management, LP, Yorkville Advisors Management, LLC and Gottbetter & Partners, LLP into escrow with Gottbetter & Partners, LLP, as escrow agent. (xiii) The Company shall have or cause to be executed collateral agreements satisfactory to the Buyers including a cash control agreement, pledge agreement and a mortgage to be filed at the Company’s expense.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Shares shares of the Common Stock at the Closing is subject to the satisfaction, at or before the Closing DateClosing, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (a) The Company shall have executed this Agreement and duly delivered the same to the BuyerBuyer the shares of the Common Stock being purchased by the Buyer at the Closing and as permitted thereafter pursuant to this Agreement. (b) The Company shall have delivered to the Buyer a certificate evidencing the formation and good standing of the Company issued by the Secretary of State of Nevada as of a date within five days of the Closing. (c) The Company shall have delivered to the Buyer a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State of Nevada within five days of the Closing. (d) The Company shall have delivered to the Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing, as to (i) the resolutions consistent with Paragraph 4(b) as adopted by the Company’s board of directors in a form reasonably acceptable to the Buyer, (ii) the Articles of Incorporation, and (iii) the Bylaws, each as in effect at the Closing. (e) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by in this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing DateClosing. If requested by the Buyer, the The Buyer shall have received a certificate, executed by the President Chief Executive Officer of the Company, dated as of the Closing DateClosing, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (c) The Company shall have executed and delivered to the Buyer the Shares in the amount set forth opposite the Buyer’s name on Schedule I attached hereto. (d) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (f) The Company shall have provided delivered to the Buyer a certificate of good standing letter from the Secretary Company’s transfer agent certifying the number of State shares of Delawarethe Common Stock outstanding as of a date within five days of the Closing. (g) The shares of the Common Stock (i) shall be designated for quotation or listed on the Principal Market, and (ii) shall not have been suspended, as of the Closing, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing, either (A) in writing by the SEC or the Principal Market, or (B) by falling below the minimum maintenance requirements of the Principal Market. (h) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the shares of the Common Stock, including without limitation, those required by the Principal Market. (i) The Company shall have delivered to the Buyer such other documents relating to the transactions contemplated by this Agreement as the Buyer or its counsel may reasonably request.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (ai) The Company shall have executed this Agreement the Transaction Documents and delivered the same to the BuyerBuyer(s). (bii) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the OTCBB. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (civ) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (dv) The Buyer Buyer(s) shall have received an opinion of counsel from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, Company in a form satisfactory to the BuyerBuyer(s). (evi) The Secretary Company shall have provided to the Buyer(s) a certificate of good standing from the secretary of state from the state in which the company is incorporated. (vii) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (viii) The Company shall have delivered to the Buyer at Escrow Agent the Closing a certificate certifying (i) Pledged Shares as well as executed and medallion guaranteed stock powers as required pursuant to the By-Laws of the Company Pledge and (ii) resolutions of the Board of Directors of the Company approving this Escrow Agreement, the Warrant and the transactions contemplated hereby and thereby. (fix) The Company shall have provided to the Buyer a certificate an acknowledgement, to the satisfaction of good standing the Buyer, from the Secretary Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (x) The Company shall have reserved out of State its authorized and unissued Common Stock, solely for the purpose of Delawareeffecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (xi) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Shares at Securities and to pay the Closing Purchase Price pursuant to Section 1(b) hereof is subject to the satisfaction, at or before the Closing DateDate or any Purchase Price payment date, of each of the following conditions: (a) The Company shall have executed this the Transaction Documents, including, without limitation, the Security Agreement and the Pledge Agreement, and delivered the same them to the Buyer. (b) The Company shall have issued, executed and delivered to the Buyer the Securities, including the Second Debenture and the Third Debenture. (c) The Company shall have delivered to the Escrow Agent (as such term is defined in the Escrow Agreement) the Pledged Securities. (d) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the ). The Company shall have performed, satisfied and complied in all material respects with the covenants, agreements agreement and conditions required by this Agreement and the 59FF Debentures to be performed, satisfied or complied with by the Company at or prior to the Closing DateDate or any Purchase Price payment date, and through and including the date upon which the Purchase Price has been fully paid. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, Company to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (c) The Company shall have executed and delivered to the Buyer the Shares in the amount set forth opposite the Buyer’s name on Schedule I attached hereto. (d) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (f) The Company shall have provided to the Buyer a certificate of good standing from on or before September 30, 2013. (f) The Transfer Agent Instructions, in form and substance satisfactory to the Secretary of State of DelawareBuyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer(s) at any time in its sole discretion: (a) The Company shall have executed this Agreement Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the BuyerBuyer(s). (b) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (c) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (d) The Buyer Buyer(s) shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, an opinion of counsel to the Company, an opinion, dated as of the Closing Date, in a form satisfactory to the BuyerBuyer(s). (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (f) The Company shall have provided to the Buyer Buyer(s) a certificate of good standing from the Secretary of State of DelawareTexas. (f) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (g) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (h) The Company shall have provided to the Investor an acknowledgement, to the satisfaction of the Investor, from Mxxxxx & Bxxxxx, PLLC, the Company’s independent certified public accountants, as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (i) The Company shall have filed a form UCC -1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement and provided proof of such filing to the Buyer(s). (j) The Company shall obtained the approval of its board of directors and a majority of its outstanding shares of capital stock (voting as separate classes, if required by applicable law) to increase its authorized common stock to a number mutually acceptable to the Company and the Investor.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder Buyers to purchase the Shares at the Closing Notes and Warrants is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions; provided, however, that these conditions are for the sole benefit of the Buyers and may be waived by the Buyers at any time in their sole discretion: (a) The Company shall have (i) executed the Agreements and (ii) delivered such documents and the Pledge Agreement or signature pages thereof (via overnight delivery or as otherwise provided in the Escrow Agreement), together with such other items as may be required by this Agreement and delivered the same Agreement, to the BuyerEscrow Agent. (b) The Company shall have issued and have duly executed by the authorized officers of the Company, and delivered to the Escrow Agent on behalf of the Buyers, the original Notes and Warrants (via overnight delivery or as otherwise provided by the Escrow Agreement). (c) The representations and warranties of the Company in this Agreement shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) ), and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received The Buyers may require a certificate, executed by the President Chief Executive Officer of the Company, Company and dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (c) The Company shall have executed and delivered to the Buyer the Shares in the amount set forth opposite the Buyer’s name on Schedule I attached heretoBuyers. (d) The Buyer Common Stock shall be authorized for quotation on the OTC Bulletin Board (or listing on a national securities exchange or other market) and trading in the Common Stock on such market shall not have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to been suspended by the Company, an opinion, dated as of the Closing Date, in a form satisfactory to the BuyerSEC or other relevant regulatory agency. (e) The Secretary of the Company No statute, rule, regulation, executive order, decree, ruling or injunction shall have delivered to been enacted, entered or issued by any court or governmental authority of competent jurisdiction or any self- regulatory organization having authority over the Buyer at matters contemplated hereby which restricts or prohibits the Closing a certificate certifying (i) the By-Laws consummation of the Company and (ii) resolutions any of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebyherein. (f) The Company Existing Warrants shall have provided be cancelled and replaced with "Warrants to Purchase Common Stock" (the "Replacement Warrants") that are identical to the Buyer Existing Warrants in all respects except that they each add a certificate provision substantially similar to the following at the end of good standing from the Secretary first sentence thereof: "provided, however, that one (1) time prior to the Expiration Date, upon written notice to the Company (the "Notice") by the holders of State a majority of Delawarethe Warrants issued on August 18, 2004 (of which this Warrant is one) and November 10, 2004, such holders may reset the Warrant Exercise Price of all such Warrants to an amount equal to the closing price of the Common Stock (as defined herein) on the trading day immediately preceding the date of the Notice (as specified in the Notice) as quoted on the OTC Bulletin Board or such national securities exchange or other market on which the Common Stock is then listed or quoted."

Conditions to The Buyer’s Obligation to Purchase. The obligation obligations of the each Buyer hereunder to purchase the Shares Notes and Preferred Stock at the Closing is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditions, provided that these conditions are for such Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion: (ai) The Company shall have executed this Agreement the Agreements and delivered the same to the Buyer. (bii) The Company shall have delivered to such Buyer a duly executed Term Note in the principal amount set forth in Section 3(a). (iii) The Company shall have delivered to such Institutional Buyer a duly executed Revolving Note as required pursuant to Section 2(e). (iv) The Company shall have delivered to such Buyer a certificate representing such number of shares of Preferred Stock as set forth in Section 3(a). (v) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent. (vi) The Company shall have delivered a signed letter from GDBA confirming that the GDBA Agreement to Fund will be terminated and all amounts payable to GDBA thereunder will be repaid on the Closing Date. (vii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the The Buyer shall have received a certificatecertificate or certificates, executed by the President chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the such Buyer including, without limitation an update as but not limited to certificates with respect to the Company’s Articles of Incorporation, Bylaws and Board of Directors’ resolutions relating to the Closing Date regarding the representation contained in Section 3(c) abovetransactions contemplated hereby. (cviii) The Company No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have executed and delivered been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which is reasonably expected to restrain, prohibit or invalidate the Buyer the Shares in the amount set forth opposite the Buyer’s name on Schedule I attached heretotransactions contemplated by this Agreement. (dix) No event shall have occurred which has had or which could reasonably be expected to have a Material Adverse Effect on the Company. (x) The Buyer Common Shares shall have been authorized for quotation on the OTCBB, trading in the Common Stock on the OTCBB shall not have been suspended by the SEC or the OTCBB, and at least two market-makers shall be making a market in the Company’s Common Stock. (xi) The Buyers shall have received from Gxxxxxxxxan opinion of Xxxxx Xxxxxx & Associates, Bxxxxx & BxxxxxP.C., counsel for the Company, in the form of Exhibit E. (xii) The amendment to the Company’s Articles of Incorporation required to designate the number, an opinion, dated as preferences and rights of the Closing DateSeries A Preferred Stock, as set forth in a form satisfactory to Exhibit A, shall have been accepted for filing with the Buyer. (e) The Colorado Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebyState. (f) The Company shall have provided to the Buyer a certificate of good standing from the Secretary of State of Delaware.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (ai) The Company shall have executed this Agreement the Transaction Documents and delivered the same to the BuyerBuyer(s). (bii) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the OTCBB. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (civ) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (dv) The Buyer Buyer(s) shall have received an opinion of counsel from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, ’s counsel in a form satisfactory to the BuyerBuyer(s). (evi) The Secretary of the Company shall have delivered provided to the Buyer at the Closing Buyer(s) a certificate certifying (i) of good standing from the By-Laws secretary of state from the Company and (ii) resolutions of state in which the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebycompany is incorporated. (fvii) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (viii) The Company shall have provided to the Buyer a certificate an acknowledgement, to the satisfaction of good standing the Buyer, from the Secretary Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (ix) Following the increase in the number of State authorized shares of DelawareCommon Stock as set herein, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (x) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Shares New Note and the New Note Warrants at the Closing is subject to the satisfaction, at or before the applicable Closing Date, of each of the following conditions: (a) The Company and CÜR Media shall each have executed this Agreement, and the Security Agreement, the Escrow Agreement and delivered the same to the BuyerRegistration Rights Agreement, as applicable. (b) The representations and warranties of the Company and CÜR Media contained in this Agreement and the other Transaction Documents shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 and 4, respectively, above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company and CÜR Media, respectively, shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement and the other Transaction Documents to be performed, satisfied or complied with by the Company CÜR Media at or prior to the Closing Date. If requested . (c) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation by the BuyerCompany of the purchase and sale of the New Note and the New Note Warrants and the transactions contemplated hereby or under the Transaction Documents, the all of which shall be in full force and effect. (d) The Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) aboveBuyer. (ce) The Company shall have executed and delivered to the Buyer the Shares in the amount set forth opposite the Buyer’s name a certificate, executed on Schedule I attached hereto. (d) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, its behalf by an opinionappropriate officer, dated as of the Closing Date, in a form satisfactory to certifying the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the adopted by its Board of Directors of approving the Company approving transactions contemplated by this Agreement, the Warrant other Transaction Documents and the transactions contemplated hereby issuance of the New Note and therebythe New Note Warrants, certifying the current versions of its Certificate of Incorporation and By-laws (or equivalent documents), and certifying as to the signatures and authority of persons signing this Agreement on behalf of the Company. (f) The Buyer(s) shall have received an opinion from the Company’s legal counsel, dated as of the Closing Date. (g) The Company shall have provided consummated an initial closing of the Preferred Stock Unit Offering of a Minimum Amount of $6,000,000 of Preferred Stock Units. (h) The Secured Noteholders shall have assigned, conveyed, transferred and set over to the Buyer a certificate Company all of good standing the Secured Noteholders’ right, title, interest and obligations in, to and under the Secured Notes, and all claims, suits, causes of action and any other rights thereunder, in exchange for Secured Note Conversion Units of the Company. (i) Shareholders representing at least fifty-one percent (51%) of the voting capital stock of each of the Company and CÜR Media will have entered into voting agreements pursuant to which they will have agreed to vote all issued and outstanding shares of Company Common Stock and CÜR Media Common Stock held by such shareholders, respectively, and all shares of Company Common Stock and CUR Media Common Stock underlying any options, warrants and other rights to acquire shares of Company Common Stock and CUR Media Common Stock, respectively, now or hereafter owned or held, directly or indirectly, in favor of the Merger and/or Acquisition, as applicable. (j) The Company and CÜR Media shall have fully negotiated the Content Licensing Agreements with the Labels, subject only to payment of any required Label Payments, which shall be paid to the Labels from the Secretary proceeds of State the New Note Offering and Preferred Stock Unit Offering at the Closing. (k) Proceeds from the sale of Delawarethe New Note of not less than $2,500,000 shall be in escrow pursuant to the Escrow Agreement.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Notes at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (ai) The Company and each subsidiary of the Company indicated in the Security Agreement (as defined below) shall have executed this Agreement and delivered the same security agreement of even date herewith, substantially in the form attached hereto as Exhibit C (the “Security Agreement”), with SCM Capital LLC, as collateral agent (the “Collateral Agent”), pursuant to which the Company and each such subsidiary shall have granted and conveyed to the BuyerCollateral Agent, for the benefit of the Buyers, a second priority security (subordinated only to an existing secured indebtedness of the Company identified in Schedule 6(a)(i) hereto) interest in all of its tangible and intangible assets, now owned or hereafter acquired by it, as security for the full and timely repayment of the Notes in accordance with the terms of the Notes. (bii) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by . (iii) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the Buyerpurchase and sale of the Notes, the Buyer all of which shall be in full force and effect. (iv) The Buyers shall have received a certificate, executed by the President or Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer Buyers, including, without limitation limitation, an update as of the Closing Date regarding the representation contained in Section 3(c) above. (cv) The Company shall have executed and delivered to the Buyer Buyers the Shares Notes in the amount respective amounts set forth opposite on the Buyer’s name on Schedule I attached Buyer Omnibus Signature Pages affixed hereto. (d) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (fvi) The Company shall have provided performed and complied in all material respects with all agreements, covenants and conditions to closing required to be performed and complied by it or them under the Buyer a certificate of good standing from Security Agreement, unless such agreements, covenants and conditions have been waived by the Secretary of State of DelawareBuyers.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and delivered the same to the BuyerBuyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Shares shall be approved for the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (cd) The Company shall have executed issued and delivered to the Buyer Buyer(s) the Shares in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (d) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered provided to the Buyer at Buyer(s) a Certificate of Good Standing from the Closing a certificate certifying (i) Secretary of State from the By-Laws of state in which the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebyis incorporated. (f) The Company shall have provided to the Buyer Buyer(s) an acknowledgement, to the satisfaction of the Buyer(s), from Sherb & Company as to its ability to provide all consents required in order to file a certificate registration statement in connection with this transaction. (g) The Company shall have successfully consummated a restructuring of good standing from the Secretary HoMedics Transaction Documents and provided evidence of State of Delawaresuch successfully consummated restructuring to the Buyer(s).

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Common Stock at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (ai) The Company shall have executed this Agreement the Transaction Documents and delivered the same to the BuyerBuyer(s). (bii) The Common Stock shall be authorized for quotation or trading on the Primary Market, trading in the Common Stock shall not have been suspended for any reason, and all the shares of Common Stock shall be approved for listing or trading on the Primary Market (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer (iv) The Company shall have received delivered to the Buyers a certificate, executed by the President Secretary of the Company, Company and dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (c) The Company shall have executed and delivered to the Buyer the Shares in the amount set forth opposite the Buyer’s name on Schedule I attached hereto. (d) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws resolutions consistent with Section 3(c) as adopted by the Company's Board of the Company and Directors in a form reasonably acceptable to such Buyer, (ii) resolutions the Certificate of Incorporation and (iii) the Board of Directors of Bylaws, each as in effect at the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebyClosing. (f) The Company shall have provided to the Buyer a certificate of good standing from the Secretary of State of Delaware.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Shares Note at the Closing is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion: (a) a. The Company shall have executed this Agreement and delivered a copy of the same to the BuyerBuyer via facsimile. b. The Company shall have delivered to the Buyer duly executed copy of Note (bin such denominations as the Buyer shall request) in accordance with Section 1(b) above via facsimile. c. The irrevocable transfer agent instructions (“Irrevocable Transfer Agent Instructions”), in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent. d. The consulting agreement (“Consulting Agreement”) shall have been duly executed and a copy delivered to the Buyer via facsimile. e. A copy of the escrow agreement (“Escrow Agreement”) shall have been duly executed and delivered to the Buyer via facsimile. f. A copy of the common stock purchase warrant (“Warrant”) shall have been duly executed and delivered to the Buyer via facsimile. g. The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the The Buyer shall have received a certificatecertificate or certificates, executed by the President chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as but not limited to certificates with respect to the Company’s Certificate of Incorporation, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby. h. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the Closing Date regarding transactions contemplated by this Agreement. i. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the representation contained Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. j. The Conversion Shares shall have been authorized for quotation on the OTCBB and trading in the Common Stock on the OTCBB shall not have been suspended by the SEC or the OTCBB. k. The Buyer shall have received an officer’s certificate described in Section 3(c) above. (c) The Company shall have executed and delivered to the Buyer the Shares in the amount set forth opposite the Buyer’s name on Schedule I attached hereto. (d) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (f) The Company shall have provided to the Buyer a certificate of good standing from the Secretary of State of Delaware.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Shares at Securities and to pay the Closing Purchase Price hereunder is subject to the satisfaction, at or before the Closing DateDate or any Purchase Price payment date, of each of the following conditions: (a) The Company shall have executed this Agreement and delivered the same to the BuyerBuyer this Agreement, the First Amended Security Agreement, Amended Transfer Agent Instructions, Amended and Restated Second LV Debenture (PVSP – 59FF 001), Amended and Restated Exchange Debenture (PVSP – 59FF 002), June 2013 Debenture (PVSP – 59FF 005), and Side Letter of even date herewith. (b) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the ). The Company shall have performed, satisfied and complied in all material respects with the covenants, agreements agreement and conditions required by this Agreement and the June 2013 Debenture to be performed, satisfied or complied with by the Company at or prior to the Closing DateDate or any Purchase Price payment date, and through and including the date upon which the June 2013 Debenture has been fully paid. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, Company to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) aboveBuyer. (c) The Company shall have executed and delivered to the Buyer the Shares in the amount set forth opposite the Buyer’s name on Schedule I attached hereto. (d) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (f) The Company shall have provided to the Buyer a certificate of good standing from the Secretary secretary of State of Delawarestate from the state in which the company is incorporated. (d) The Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debenture at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer(s) at any time in its sole discretion: (a) The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the BuyerBuyer(s). (b) The Common Stock shall be authorized for quotation on The Nasdaq Stock Market, Inc.'s OTC Bulletin Board, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved for listing or quotation on The Nasdaq Stock Market, Inc.'s OTC Bulletin Board. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the The Buyer shall have received a certificate, executed by the President Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (c) The Company shall have executed and delivered to the Buyer the Shares in the amount set forth opposite the Buyer’s name on Schedule I attached hereto. (d) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (f) The Company shall have provided to the Buyer a certificate of good standing from the Secretary of State of Delaware.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Purchased Shares and the Warrant at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) The Company shall have (i) executed this Agreement and delivered to the Buyer each of the Transaction Documents, (ii) electronically delivered the Purchased Shares to the Buyer as set forth in Section 1(d) and (iii) executed and delivered the same Warrant to the Buyer. (b) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (c) The Company shall have executed and delivered to the Buyer the Shares in the amount set forth opposite the Buyer’s name on Schedule I attached hereto. (dii) The Buyer shall have received from Gxxxxxxxxthe opinion of Gray Xxxx Xxxx & Freidenrich LLP, Bxxxxx & Bxxxxx, counsel to the Company, an opinion's outside counsel ("Company Counsel"), dated as of the Closing Date, in a form satisfactory reasonably acceptable to the Buyer. (eiii) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws copy of the Company Irrevocable Transfer Agent Instructions, in the form of Exhibit B attached hereto, which instructions shall have been delivered to and (ii) resolutions of acknowledged in writing by the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebyCompany's transfer agent. (fiv) The Company shall have provided delivered to the such Buyer a certificate of evidencing the incorporation and good standing from of the Company and each of its Subsidiaries in such corporation's jurisdiction of incorporation issued by the Secretary of State of Delawaresuch state of incorporation as of a date within 10 days of the Closing Date. (v) The Common Stock (I) shall be listed on the Principal Market and

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer(s) at any time in its sole discretion: (a) The Company shall have executed this Agreement and the Investor Registration Rights Agreement, and delivered the same to the BuyerBuyer(s). (b) The Common Stock shall be authorized for quotation on The National Association of Securities Dealers, Inc. OTC Bulletin Board, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved for listing or quotation on The National Association of Securities Dealers, Inc. OTC Bulletin Board. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the The Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (cd) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (de) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (f) The Irrevocable Transfer Agent Instructions, in a form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (eg) The Secretary of the Company Roger May shall have delivered to been removed as the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby.Company's Chief Execxxxxx Xxxxcer; (fh) The Company shall have provided to the Buyer a certificate Investor an acknowledgement, to the satisfaction of good standing the Investor, from the Secretary of State of DelawareCompany's accountants as to the accountant's ability to provided all consents required in order to file a registration statement in connection with this transaction; (i) Wayne Danson shall remain Chief Financial Officer to the Company for xxx xxxx xx this Agreement. (j) The Company's transfer agent shall be DWAC eligible.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debenture at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer(s) at any time in its sole discretion: (a) The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the BuyerBuyer(s). (b) The Common Stock shall be authorized for quotation on The Nasdaq Stock Market, Inc.'s National Market or OTC Bulletin Board, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved for listing or quotation on The Nasdaq Stock Market, Inc.'s OTC Bulletin Board. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the The Buyer shall have received a certificate, executed by the President Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (c) The Company shall have executed and delivered to the Buyer the Shares in the amount set forth opposite the Buyer’s name on Schedule I attached hereto. (d) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (f) The Company shall have provided to the Buyer a certificate of good standing from the Secretary of State of Delaware.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debenture at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer(s) at any time in its sole discretion: (a) The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the BuyerBuyer(s). (b) The Common Stock shall be authorized for quotation on The National Association of Securities Dealers, Inc., OTC Bulletin Board, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved for listing or quotation on The National Association of Securities Dealers, Inc., OTC Bulletin Board. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the The Buyer shall have received a certificate, executed by the President Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (ce) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (d) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to and in accordance with all the Company, an opinion, dated as terms of the Closing Date, in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (f) The Company shall have provided to the Buyer a certificate of good standing from the Secretary of State of Delaware.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation of the Buyer hereunder to purchase the Common Shares at and acquire the Warrants on the Closing Date is subject conditioned upon the satisfaction of the following conditions precedent on or before the Closing Date (any or all of which may be waived by the Buyer in its sole discretion): (a) The receipt and acceptance by the Buyer of this Agreement as evidenced by execution of this Agreement by the Buyer and delivery of an executed counterpart of this Agreement to the satisfactionCompany or its legal counsel; (b) Delivery by the Company to the Buyer (or its counsel) of the certificates for the Common Shares, at the Callable Warrants and the Class A Warrants in accordance with this Agreement; (c) The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date and the performance by the Company on or before the Closing Date of all covenants and agreements of the Company required to be performed on or before the Closing Date, and receipt by the Buyer of each a certificate, dated the Closing Date, of the following conditions:Chief Executive Officer of the Company confirming such matters and such other matters as the Buyer may reasonably request; (ad) The receipt by the Buyer of a certificate, dated the Closing Date, of the Secretary of the Company shall have executed certifying (1) the Certificate of Incorporation, as amended, and By-Laws of the Company as in effect on the Closing Date and (2) all resolutions of the Board of Directors (and committees thereof) of the Company relating to this Agreement and delivered the same transactions contemplated hereby; (e) Receipt by the Buyer on the Closing Date of an opinion of Ropes & Xxxx, dated the Closing Date, in such form, scope and substance reasonably satisfactory to the Buyer, to the effect set forth in ANNEX IV attached hereto. (bf) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of From the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior hereof to the Closing Date. If requested , trading in the Company's Common Stock shall not have been suspended by the BuyerSEC and trading in securities generally as reported by Nasdaq shall not have been suspended or limited, and the Buyer Common Stock shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) abovelisted on Nasdaq. (cg) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement, the Warrants or the Registration Rights Agreement. The NASD shall not have objected or indicated that it may object to the consummation of any of the transactions contemplated by this Agreement. (h) The Company and the Buyer shall have executed and delivered to the Buyer the Shares in the amount set forth opposite the Buyer’s name on Schedule I attached heretoRegistration Rights Agreement. (di) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and such other documents relating to the transactions contemplated hereby and thereby. (f) The Company shall have provided to by this Agreement as the Buyer a certificate of good standing from the Secretary of State of Delawareor its counsel may reasonably request.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions: (ai) The Company shall have executed this Agreement the Transaction Documents and delivered the same to the BuyerBuyer(s). (bii) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the OTCBB. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (civ) The Company shall certify, within two (2) business days after the Closing, that it will file the registration statement with the SEC in compliance with the rules and regulations promulgated by the SEC for filing thereof. (v) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (dvi) The Buyer Buyer(s) shall have received an opinion of counsel from GxxxxxxxxXxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, LLP in a form satisfactory to the BuyerBuyer(s). (evii) The Secretary of the Company shall have delivered provided to the Buyer at the Closing Buyer(s) a certificate certifying (i) of good standing from the By-Laws secretary of state from the state in which the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebyis incorporated. (fviii) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property as detailed in the Pledge and Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (ix) The Company shall have provided to the Buyer a certificate an acknowledgement, to the satisfaction of good standing the Buyer, from the Secretary Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (x) The Company shall have reserved out of State its authorized and unissued Common Stock, solely for the purpose of Delawareeffecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (xi) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (xii) The Company will, within thirty (30) days after the Closing, deliver to the Buyer one hundred percent (100%) of the stock of each foreign subsidiary of the Company, and stock powers for each executed in blank to perfect Buyer’s security interest.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Secured Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement Agreement, the Security Agreement, the Secured Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the BuyerBuyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB within one hundred fifty (150) days from the date of the Closing. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing DateDates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing DateDates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date Dates regarding the representation contained in Section 3(c) above. (cd) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Secured Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (de) The Buyer Buyer(s) shall have received an opinion of counsel from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, Company in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebyBuyer(s). (f) The Company shall have provided to the Buyer Buyer(s) a certificate of good standing from the Secretary secretary of State state from the state in which the company is incorporated. (g) As of Delawarethe Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the exercise of the Warrants, shares of Common Stock to effect the exercise of all of the Warrants then outstanding. (h) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (i) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (j) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (k) The Company shall provide the Buyer a near term projection of the Company’s cash flow that brings its burn rate to zero and demonstrates the Company’s ability to fund its deficit until such time as this occurs.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase the Shares Convertible Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions: (ai) The Company shall have executed this Agreement the Transaction Documents and delivered the same to the Buyer. (bii) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the OTCBB. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the First Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the First Closing Date regarding the representation contained in Section 3(c) above. (civ) The Company shall have executed and delivered to the Buyer the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s name on Schedule I attached hereto. (dv) The Buyer shall have received an opinion of counsel from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, Company in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (fvi) The Company shall have provided to the Buyer a certificate of good standing from the Secretary secretary of State state from the state in which the company is incorporated. (vii) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of Delawaresuch filing to the Buyer. (viii) The Company shall have delivered the Pledged Shares as well as executed and medallion guaranteed stock powers as required pursuant to the Pledge and Escrow Agreement. (ix) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (x) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (xi) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (b) The obligation of the Buyer hereunder to accept the Convertible Debentures at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions: (xii) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the OTCBB.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (ai) The Company shall have executed this Agreement the Transaction Documents and delivered the same to the BuyerBuyer(s). (bii) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the OTCBB. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (civ) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (dv) The Buyer Buyer(s) shall have received an opinion of counsel from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, ’s counsel in a form satisfactory to the BuyerBuyer(s). (evi) The Secretary Company shall have provided to the Buyer(s) a certificate of good standing from the secretary of state from the state in which the company is incorporated. (vii) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (viii) The Company shall have delivered the Pledged Shares as well as executed and medallion guaranteed stock powers as required pursuant to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company Pledge and (ii) resolutions of the Board of Directors of the Company approving this Escrow Agreement, the Warrant and the transactions contemplated hereby and thereby. (fix) The Company shall have provided to the Buyer a certificate an acknowledgement, to the satisfaction of good standing the Buyer, from the Secretary Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (x) The Company shall have reserved out of State its authorized and unissued Common Stock, solely for the purpose of Delawareeffecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (xi) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (ai) The Company shall have executed this Agreement the Transaction Documents and delivered the same to the BuyerBuyer(s). (bii) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the OTCBB. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (civ) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (dv) The Buyer Buyer(s) shall have received an opinion of counsel from GxxxxxxxxGallagher, Bxxxxx & BxxxxxBriody, counsel to the Company, an opinion, dated as of the Closing Date, and Butler in a form satisfactory to the BuyerBuyer(s). (evi) The Secretary of the Company shall have delivered provided to the Buyer at the Closing Buyer(s) a certificate certifying (i) of good standing from the By-Laws secretary of state from the state in which the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebyis incorporated. (fvii) The Company or the Buyers shall have filed form UCC-1s or such other forms as may be required to perfect the Buyer's interest in the Pledged Property as detailed in the Security Agreement. (viii) The Company shall have provided to the Buyer a certificate an acknowledgement, to the satisfaction of good standing the Buyer, from the Secretary Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (ix) The Company shall have reserved out of State its authorized and unissued Common Stock, solely for the purpose of Delawareeffecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (x) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (xi) The Company shall have obtained extensions to the lockup agreements in accordance with Section 4(m) of this Agreement. (xii) The Company shall have filed its Form 10-KSB for the year end December 31, 2005 in compliance with the rules and regulations promulgated by the SEC for filing thereof. (xiii) The Company's Form 211 shall have been declared effective.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation of the Buyer hereunder to purchase the Preferred Shares at and acquire the Warrants on the Closing Date is subject conditioned upon the satisfaction of the following conditions precedent on or before the Closing Date (any or all of which may be waived by the Buyer in its sole discretion): (a) The receipt by the Buyer of the Company's executed signature page to this Agreement and the Registration Rights Agreement; (b) The delivery by the Company to the satisfaction, at Buyer (or its counsel) of the Preferred Shares and the Warrants in accordance with this Agreement; (c) The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date and the performance by the Company on or before the Closing Date of all covenants and agreements of the Company required to be performed on or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement and delivered the same to the Buyer. (b) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with receipt by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received of a certificate, executed by the President of the Company, dated as of the Closing Date, to of the foregoing effect Chief Executive Officer of the Company confirming such matters and as to such other matters as the Buyer may be reasonably requested request; (d) The receipt by the Buyer includingof a certificate, without limitation an update dated the Closing Date, of the Secretary of the Company certifying (i) the Certificate of Incorporation, as amended, and By-Laws of the Company as in effect on the Closing Date regarding and (ii) all resolutions of the representation contained in Section 3(cBoard of Directors (and committees thereof) above.of the Company relating to this Agreement and the transactions contemplated hereby; (ce) The Company shall have executed receipt by the Buyer on the Closing Date of an opinion of Ropes & Xxxx, dated the Closing Date, in such form, scope and delivered substance reasonably satisfactory to the Buyer Buyer, to the Shares in the amount effect set forth opposite the Buyer’s name on Schedule I in EXHIBIT 4 attached hereto. (df) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel From the date hereof to the Company, an opinion, dated as of the Closing Date, trading in a form satisfactory to the BuyerCompany's Common Stock shall not have been suspended by the SEC and trading in securities generally as reported by Nasdaq shall not have been suspended or limited, and the Common Stock shall be listed on Nasdaq. (eg) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by any Transaction Document. The NASD shall not have objected or indicated that it may object to the consummation of any of the transactions contemplated by this Agreement. (h) Evidence of the acceptance of the Certificate by the Secretary of the State of Delaware. (i) The Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and such other documents relating to the transactions contemplated hereby and thereby. (f) The Company shall have provided to by this Agreement as the Buyer a certificate of good standing from the Secretary of State of Delawareor its counsel may reasonably request.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase Purchase the Shares Convertible Debenture at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (ai) The Company shall have executed this Agreement and delivered the same to Transaction Documents, including, without limitation, the BuyerConvertible Debenture in the original principal amount of $15,500,000. (bii) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debenture shall be approved by the OTCBB. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (c) The Company shall have executed and delivered to the Buyer the Shares in the amount set forth opposite the Buyer’s name on Schedule I attached hereto. (div) The Buyer shall have received an opinion of counsel from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, Xxxxxx Xxxxxx LLP in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (fv) The Company shall have provided to the Buyer a certificate of good standing from the Secretary secretary of State state from the state in which the company is incorporated. (vi) Airlie Opportunity Master Fund, Ltd. shall have assigned its security interests in the Company and its subsidiaries to the Buyer. Further, the Security Documents (as defined in the Debenture) shall be in a form acceptable to the Buyer. The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s security interests. (vii) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of Delawarethe Buyer, from the Company’s certified public accountant as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (viii) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debenture, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement Agreement, the Security Agreement, the Convertible Debenture (in such amounts as purchased by Buyer(s) hereunder), the Escrow Agreement, the Irrevocable Transfer Instructions, the Warrant and the Investor Registration Rights Agreement, and delivered the same to the BuyerBuyer(s). (b) The trading in the Common Shares on the OTCBB shall not have been suspended for any reason. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing DateDates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing DateDates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date Dates regarding the representation contained in Section 3(c) above. (cd) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (de) The Buyer Buyer(s) shall have received an opinion of counsel from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, Company in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebyBuyer(s). (f) The Company shall have provided to the Buyer Buyer(s) a certificate of good standing from the Secretary secretary of State state from the state in which the Company is incorporated. (g) As of Delawarethe Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (h) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer(s), shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (i) The Company shall have provided to the Buyer(s) an acknowledgement, to the satisfaction of the Buyer, from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (j) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’(s’) interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (k) Buyer’s due diligence shall have been completed to Buyer’s satisfaction. (l) Closing of the acquisition by the Company of the operating company.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions: (ai) The Company shall have executed this Agreement the Transaction Documents and delivered the same to the BuyerBuyer(s). (bii) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the First Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the First Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (civ) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (dv) The Buyer Company shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel delivered to the Buyer(s) a certificate evidencing the formation and good standing of the Company and each of its subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within 10 days of the Closing Date. (vi) The Company shall have delivered to the Buyer(s) a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State (or comparable office) of the Company’s jurisdiction of formation. (vii) The Company shall have delivered to the Buyer(s) a certificate, an opinion, executed by the secretary of the Company and dated as of the Closing Date, as to the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer. (viii) The Buyer(s) shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the BuyerBuyer(s). (eix) The Secretary In accordance with the terms of the Security Agreement, the Company and its subsidiaries shall have delivered to the Buyer(s) appropriate financing statements on Form UCC-1, or such other documents to be duly filed in such office or offices as may be necessary or, if the Buyer at deems it desirable to perfect the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this security interests purported to be created by each Security Agreement, the Warrant and the transactions contemplated hereby and thereby. (fx) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (xi) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (xii) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (b) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions: (i) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Second Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Second Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date. (iii) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (iv) The Company have filed the registration statement with the SEC in compliance with the rules and regulations promulgated by the SEC for filing thereof. (v) The Company shall have certified, in a certificate executed by two officers of good standing from the Secretary Company and dated as of State of Delawarethe Second Closing Date, that all conditions to the Second Closing have been satisfied.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Shares Notes at the Closing is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditions, provided, that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (a) The Company shall have duly executed this Agreement and delivered the same to the BuyerBuyer (i) each of the Transaction Documents required to be executed and delivered by the Company, and (ii) the Notes being purchased by the Buyer at the Closing pursuant to this Agreement. (b) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificatethe outside counsel opinions of (a) Xxxxx, executed by the President Xxxxxxxxx & Xxxxxx, P.C. with respect to matters of the CompanyMichigan law, dated as of the Closing Dateand (b) Xxxxx Xxxx LLP with respect to other matters, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (c) The Company shall have executed and delivered to the Buyer the Shares in the amount set forth opposite the Buyer’s name on Schedule I attached hereto. (d) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, each dated as of the Closing Date, in a form satisfactory to the Buyer, covering customary matters and such matters incident to the transaction contemplated hereby as the Buyer or its counsel may reasonably request. (ec) The Secretary of the Company shall have delivered to the Buyer at a certificate evidencing the formation and good standing of the Company in the Company’s jurisdiction of formation issued by the Secretary of State of such jurisdiction, as of a date within five (5) days of the Closing Date. (d) Each of the representations and warranties of the Company contained herein shall be true and correct in all material respects when made and on and as of the Closing Date, as if made on such date (except that those representations and warranties that address matters only as of a certificate certifying (i) particular date shall remain true and correct in all material respects as of such date), and all covenants and agreements herein contained to be performed on the By-Laws part of the Company and all conditions herein contained to be fulfilled or complied with by the Company at or prior to the Closing Date shall have been duly performed, fulfilled or complied with. (iie) resolutions The Common Stock issuable upon conversion of the Board Notes shall have been approved for listing on NASDAQ, subject to official notice of Directors issuance of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebyNotes. (f) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, the NYSE Amex, or NASDAQ or the over the counter market or the establishing on such exchanges or market by the Commission or by such exchanges or markets of minimum or maximum prices that are not in force and effect on the date hereof; (ii) a suspension or material limitation in trading in the Company’s securities on NASDAQ or any other exchange or market or the establishing on any such market or exchange by the Commission or by such market of minimum or maximum prices that are not in force and effect on the date hereof; (iii) a general moratorium on commercial banking activities declared by either federal or any state authorities; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, which in the Buyer’s reasonable judgment makes it impracticable or inadvisable to proceed with the purchase of the Notes; or (v) any calamity or crisis, change in national, international or world affairs, act of God, change in the international or domestic markets, or change in the existing financial, political or economic conditions in the United States or elsewhere, that in the Buyer’s reasonable judgment makes it impracticable or inadvisable to proceed with the purchase of the Notes. (g) The Company shall have provided obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes to the Buyer and the consummation of the transactions contemplated herein. (h) The Buyer shall have received on the Closing Date a certificate certificate, addressed to the Buyer and dated the Closing Date, of good standing from the Secretary chief executive officer and the chief financial officer of State the Company to the effect that: (i) each of Delawarethe representations, warranties and agreements of the Company in this Agreement were true and correct in all material respects when originally made and are true and correct in all material respects as of the Closing Date (except that those representations and warranties that address matters only as of a particular date shall remain true and correct in all material respects as of such date); (ii) the Company has complied with all agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied at or prior to the Closing Date; and (iii) no Default or Event of Default has occurred or is continuing. (i) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would, as of the Closing Date, prevent the issuance or sale of the Notes or the issuance of Common Stock upon conversion of the Notes; and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance or sale of the Notes or the issuance of Common Stock upon conversion of the Notes. (j) Such other customary information, certificates and documents related to the Company as the Buyer may reasonably request.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Notes at the applicable Closing is subject to the satisfaction, at or before the applicable Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement and delivered the same to the Buyer. (b) The representations and warranties of the Company contained in this Agreement and the other Transaction Documents shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement and the other Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the applicable Closing Date. If requested . (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation by the BuyerCompany of the purchase and sale of the Notes and the transactions contemplated hereby or under the Transaction Documents, the Buyer all of which shall be in full force and effect. (c) The Buyers shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (c) The Company shall have executed and delivered to the Buyer the Shares in the amount set forth opposite the Buyer’s name on Schedule I attached heretoBuyers. (d) The Buyer Company shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel delivered to the CompanyBuyers a certificate, executed on its behalf by an opinionappropriate officer, dated as of the Closing Date, in a form satisfactory to certifying the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the adopted by its Board of Directors of approving the Company approving transactions contemplated by this Agreement, the Warrant other Transaction Documents and the transactions contemplated hereby issuance of the Notes, certifying the current versions of its Certificate of Incorporation and thereby. By-laws (f) The Company shall have provided or equivalent documents), certifying as to the Buyer a certificate of good standing from of the Secretary Company in the jurisdiction of State its formation and in jurisdictions authorized to conduct business, and certifying as to the signatures and authority of Delawarepersons signing this Agreement on behalf of the Company. The foregoing certificate shall only be required to be delivered on the First Closing Date, unless any information contained in the certificate has changed.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Notes at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement and the Convertible Note and delivered the same to the BuyerBuyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Notes shall be approved the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (cd) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Notes in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (d) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (f) The Company shall have provided to the Buyer a certificate of good standing from the Secretary of State of Delaware.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer’s obligation of the Buyer hereunder to purchase the Shares at Purchased Securities on each Closing Date is conditioned upon: a. The issuance of a restated Secured Convertible Promissory Note to Kxxx by the Closing is subject to Company that replaces the satisfactionnote dated March 18, at 2013 on or before the Samsung Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement and delivered the same to the Buyer. (b) b. The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as issuance of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement restated Secured Convertible Promissory Note to be performed, satisfied or complied with XGS II by the Company at that replaces the note dated October 15, 2013, and adjusted the principal included in such note pursuant to Section 1(b) on or prior before the Samsung Closing Date. c. The issuance, pursuant to the Existing Creditor Term Sheet, of a new warrant to XGS II for the purchase of up to 83,333 shares of Series A Stock on or before the Samsung Closing Date. If requested . d. The satisfaction or completion of all other actions in the Existing Creditor Term Sheet that are contemplated in principal to be satisfied or completed on or before the Samsung Closing Date. e. Unless otherwise waived by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (c) The Company shall have executed and delivered to the Buyer the Shares in the amount set forth opposite the Buyer’s name on Schedule I attached hereto. (d) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at an updated financial projection model that is acceptable to the Buyer and given the Buyer the opportunity to discuss deviations in such projection model from the last such set of projections provided to the Buyer. f. The execution and delivery of this Agreement and the other Transaction Agreements by the Company and such other necessary parties on or before such Closing a certificate certifying (i) Date. g. On such Closing Date, each of the By-Laws Transaction Agreements executed by the Company on or before such date shall, except for the Voting Rights Agreement, be in full force and effect and the Company shall not be in default thereunder; h. The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement and (ii) resolutions the other Transaction Agreements, each as if made on such date, and the performance by the Company on or before such date of the Board of Directors all covenants and agreements of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby.required to be performed on or before such date; (f) i. The Company shall have provided delivered to the Buyer a certificate an Officer’s Certificate similar in form and substance as that attached hereto as Annex XIII to the effect that the representations and warranties of good standing from the Secretary Company in the Transaction Agreements continue to be true and accurate in all material respects except for those changes occurring after the Initial Closing Date which have, in the reasonable judgment of Buyer, no material adverse effect on the Company, and that there is no default on any of the Transaction Agreements and all conditions specified in Section 7 have been fulfilled or otherwise waived by the Buyer; j. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained, including, but not limited to, any new regulations which may be promulgated after the date of this Agreement under the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act; and k. The Certificate of Designation Amendment shall have been filed with the State of DelawareMichigan.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions: (ai) The Company shall have executed this Agreement the Transaction Documents and delivered the same to the BuyerBuyer(s). (bii) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the OTCBB. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the First Closing Date regarding the representation contained in Section 3(c) above. (civ) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (dv) The Buyer Buyer(s) shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, an opinion of counsel to the Company, an opinion, dated as of the Closing Date, in a form satisfactory to the BuyerBuyer(s). (evi) The Secretary of the Company shall have provided to the Buyer(s) a certificate of good standing from the secretary of state from the state in which the company is incorporated. (vii) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer's interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (viii) The Pledged Shares shall have been delivered to the Buyer at Escrow Agent along with executed and medallion guaranteed stock powers as required pursuant to the Closing a certificate certifying (i) the By-Laws of the Company Pledge and (ii) resolutions of the Board of Directors of the Company approving this Escrow Agreement, the Warrant and the transactions contemplated hereby and thereby. (fix) The Company shall have provided to the Buyer a certificate an acknowledgement, to the satisfaction of good standing the Buyer, from the Secretary Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (x) The Company shall have reserved out of State its authorized and unissued Common Stock, solely for the purpose of Delawareeffecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (xi) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (b) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the OTCBB. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by two (2) officers of the Company, dated as of the Second Closing rate, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Second Closing Date regarding the representation contained in Section 3(c) above. (iii) The Company shall have executed and delivered to the Buyer(s) Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (iv) The Company shall have certified that all conditions to the Second Closing have been satisfied and that the Company will file the Registration Statement with the SEC in compliance with the rules and regulations promulgated by the SEC for filing thereof within two (2) business days of the Second Closing. If requested by the Buyer, the Buyer shall have received a certificate, executed by the two officers of the Company, dated as of the Second Closing Date, to the foregoing effect. The Buyers have no obligation to fund at the Second Closing if the Company has filed the Registration Statement.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the BuyerBuyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB within one hundred fifty (150) days from the date of the Closing. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing DateDates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing DateDates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date Dates regarding the representation contained in Section 3(c) above. (cd) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (de) The Buyer Buyer(s) shall have received an opinion of counsel from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, Company in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebyBuyer(s). (f) The Company shall have provided to the Buyer Buyer(s) a certificate of good standing from the Secretary secretary of State state from the state in which the company is incorporated. (g) As of Delawarethe Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (h) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (i) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (j) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (k) The satisfactory completion of due diligence, including specifically the Company providing the Buyer(s) with all materials relating to contracts awarded as well as supply lists ofr materials and labor in connection with the project.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer(s) at any time in its sole discretion: (a) The Company shall have executed this Agreement Agreement, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the BuyerBuyer(s). (b) The Common Stock shall be authorized for quotation on The National Association of Securities Dealers, Inc. OTC Bulletin Board, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved for listing or quotation on The National Association of Securities Dealers, Inc. OTC Bulletin Board. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the The Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (cd) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (de) The Buyer shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (f) The Irrevocable Transfer Agent Instructions, in a form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (fg) The Company shall have provided to the Buyer a certificate Investor an acknowledgement, to the satisfaction of good standing the Investor, from the Secretary of State of DelawareCompany's accountants as to the accountant's ability to provided all consents required in order to file a registration statement in connection with this transaction; (h) The Company's transfer agent shall be DWAC eligible.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase the Initial Common Shares and the related Right at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed this Agreement and delivered the same to the Buyer (A) each of the other Transaction Documents and (B) a copy of the irrevocable instructions to the Company’s transfer agent instructing the transfer agent to deliver the Initial Common Shares (in the number as is set forth across from such Buyer’s name in the Schedule of Buyers) being purchased by the Buyer at the Initial Closing pursuant to this Agreement. (bii) The representations Each representation and warranties warranty of the Company shall be true and correct in all material respects (except to the extent that any of such for those representations and warranties is already that are qualified as to by materiality in Section 3 aboveor Material Adverse Effect, in which case, such representations and warranties shall be true and correct without further qualificationin all respects) as of the date when made and as of the Initial Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Initial Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (ciii) The Company shall have executed obtained all governmental, regulatory or third party consents and delivered to approvals, if any, necessary for the Buyer sale of the Shares in the amount set forth opposite the Buyer’s name on Schedule I attached heretoSecurities. (div) The Buyer No statute, rule, regulation, executive order, decree, ruling or injunction shall have received from Gxxxxxxxxbeen enacted, Bxxxxx & Bxxxxxentered, counsel to promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the Company, an opinion, dated as consummation of any of the Closing Date, in a form satisfactory to transactions contemplated by the BuyerTransaction Documents. (ev) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreementsuch other documents, the Warrant and instruments or certificates relating to the transactions contemplated hereby and thereby. (f) The Company shall have provided to by this Agreement as the Buyer a certificate of good standing from the Secretary of State of Delawareor its counsel may reasonably request.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (ai) The Company shall have executed this Agreement the Transaction Documents and delivered the same to the BuyerBuyers. (bii) The Common Stock shall be authorized for quotation on the Primary Market, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the Primary Market. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (civ) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the each Buyer’s name on Schedule I attached hereto. (dv) The Buyer Buyers shall have received an opinion of counsel from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the CompanyCompany in a form satisfactory to the Buyers. (vi) The Company shall have provided to the Buyers a certificate of good standing from the secretary of state from the state in which the Company is incorporated, an opinionas of a date within 10 days of the Closing Date. (vii) The Company shall have delivered to the Buyers a certificate, executed by the Secretary of the Company and dated as of the Closing Date, in a form satisfactory as to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws resolutions consistent with Section 3(c) as adopted by the Company's Board of the Company and Directors in a form reasonably acceptable to such Buyer, (ii) resolutions the Certificate of Incorporation and (iii) the Board of Directors of Bylaws, each as in effect at the Company approving this Agreement, the Warrant and the transactions contemplated hereby and therebyClosing. (fviii) The Company shall have provided to the Buyer a certificate an acknowledgement, to the satisfaction of good standing the Buyer, from the Secretary of State of DelawareCompany’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (ix) The Company shall have created the Share Reserve. (x) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Shares Note at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement Agreement, the Security Agreement, the Note in such amounts as purchased by Buyer hereunder), the Escrow Agreement, the Irrevocable Transfer Instructions, the Warrant and the Investor Registration Rights Agreement, and delivered the same to the Buyer. (b) The trading in the Common Shares on the OTCBB shall not have been suspended for any reason. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing DateDates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing DateDates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date Dates regarding the representation contained in Section 3(c) above. (cd) The Company shall have executed and delivered to the Buyer the Shares Note in the amount respective amounts set forth opposite the Buyer’s Buyer name on Schedule I attached hereto. (de) The Buyer shall have received an opinion of counsel from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, Company in a form satisfactory to the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (f) The Company shall have provided to the Buyer a certificate of good standing from the Secretary secretary of State state from the state in which the Company is incorporated. (g) As of Delawarethe Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Note, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (h) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (i) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (j) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’(s’) interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer. (k) Buyer’s due diligence shall have been completed to Buyer’s satisfaction.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer(s) at any time in its sole discretion: (a) The Company shall have executed this Agreement Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the BuyerBuyer(s). (b) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing DateDates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing DateDates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date Dates regarding the representation contained in Section 3(c) above. (c) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (d) The Buyer Buyer(s) shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, an opinion of counsel to the Company, an opinion, dated as of the Closing Date, in a form satisfactory to the BuyerBuyer(s). (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board of Directors of the Company approving this Agreement, the Warrant and the transactions contemplated hereby and thereby. (f) The Company shall have provided to the Buyer Buyer(s) a certificate of good standing from the Secretary of State of Delaware. (f) As of each Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (g) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (h) The Company shall have provided to the Investor an acknowledgement, to the satisfaction of the Investor, from Xxxxxx Xxxxx & Co., L.L.P., the Company's independent certified public accountants, as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (i) The Company shall have filed a form UCC -1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement and provided proof of such filing to the Buyer(s). (j) The Company shall obtained the approval of its board of directors and a majority of its outstanding shares of capital stock (voting as separate classes, if required by applicable law) to increase its authorized common stock to a number mutually acceptable to the Company and the Investor. (k) The Company shall provide to the Buyer the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Buyer and its counsel.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Notes at the applicable Closing is subject to the satisfaction, at or before the applicable Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement and delivered the same to the Buyer. (b) The representations and warranties of the Company contained in this Agreement and the other Transaction Documents shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement and the other Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the applicable Closing Date. If requested . (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation by the BuyerCompany of the purchase and sale of the Notes and issuance of the Shares and the transactions contemplated hereby or under the Transaction Documents, the Buyer all of which shall be in full force and effect. (c) The Buyers shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) aboveBuyers. (cd) The Company shall have executed and delivered to the Buyer Buyers the Shares Notes in the amount respective amounts set forth opposite on the Buyer’s name on Schedule I attached Buyer Omnibus Signature Pages affixed hereto. (de) The Buyer Company shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel delivered to the CompanyBuyers a certificate, executed on its behalf by an opinionappropriate officer, dated as of the Closing Date, in a form satisfactory to certifying the Buyer. (e) The Secretary of the Company shall have delivered to the Buyer at the Closing a certificate certifying (i) the By-Laws of the Company and (ii) resolutions of the adopted by its Board of Directors of approving the Company approving transactions contemplated by this Agreement, the Warrant other Transaction Documents and the transactions contemplated hereby issuance of the Notes, certifying the current versions of its Articles of Incorporation and thereby. By-laws (for equivalent documents) The Company shall have provided and certifying as to the Buyer a signatures and authority of persons signing this Agreement on behalf of the Company. The foregoing certificate of good standing from shall only be required to be delivered on the Secretary of State of Delawarefirst Closing Date, unless any information contained in the certificate has changed.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase the Shares Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (ai) The Company shall have executed this Agreement the Transaction Documents and delivered the same to the BuyerBuyer(s). (bii) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the OTCBB. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (civ) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached hereto. (dv) The Buyer Company shall have received from Gxxxxxxxx, Bxxxxx & Bxxxxx, counsel provided to the Company, an opinion, dated as Buyer(s) a certificate of good standing from the Closing Date, secretary of state from the state in a form satisfactory to which the Buyercompany is incorporated. (evi) The Secretary Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer's interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (vii) The Company shall have delivered to the Buyer at Escrow Agent the Closing a certificate certifying (i) Pledged Shares as well as executed and medallion guaranteed stock powers as required pursuant to the By-Laws of the Company Pledge and (ii) resolutions of the Board of Directors of the Company approving this Escrow Agreement, the Warrant and the transactions contemplated hereby and thereby. (fviii) The Company shall have provided to the Buyer a certificate an acknowledgement, to the satisfaction of good standing the Buyer, from the Secretary Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (ix) The Company shall have reserved out of State its authorized and unissued Common Stock, solely for the purpose of Delawareeffecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (x) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase Purchase the Shares Convertible Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions: (ai) The Company shall have executed this Agreement the Transaction Documents and delivered the same to the BuyerBuyer(s). (bii) The Common Stock and the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved and eligible for quotation on the AMEX and trading in the Common Stock shall not have been suspended for any reason (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. If requested by the BuyerBuyer(s), the Buyer Buyer(s) shall have received a certificate, executed by the President of the Company, dated as of the First Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer Buyer(s) including, without limitation an update as of the First Closing Date regarding the representation contained in Section 3(c) above. (civ) The Company shall have executed and delivered to the Buyer Buyer(s) the Shares Convertible Debentures in the amount respective amounts set forth opposite the Buyer’s each Buyer(s) name on Schedule I attached heretohereto with respect to the First Closing. (dv) The Buyer Buyer(s) shall have received an opinion of counsel from GxxxxxxxxLoeb & Loeb, Bxxxxx & Bxxxxx, counsel to the Company, an opinion, dated as of the Closing Date, LLP in a form satisfactory to the BuyerBuyer(s). (evi) The Secretary Company shall have provided to the Buyer(s) a certificate of good standing from the secretary of state from the state in which the company is incorporated. (vii) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer's interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (viii) The Company shall have delivered to the Buyer at Escrow Agent the Closing a certificate certifying (i) Pledged Shares as well executed and medallion guaranteed stock powers as required pursuant to the By-Laws of the Company Pledge and (ii) resolutions of the Board of Directors of the Company approving this Escrow Agreement, the Warrant and the transactions contemplated hereby and thereby. (fix) The Company shall have provided to the Buyer a certificate an acknowledgement, to the satisfaction of good standing the Buyer, from the Secretary Company's certified public accountant as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (x) The Company shall have reserved out of State its authorized and unissued Common Stock, solely for the purpose of Delawareeffecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (xi) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (b) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions: (i) The Common Stock and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved and authorized for quotation on the AMEX and trading in the Common Stock shall not have been suspended for any reason. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date. If requested by the Buyer(s), the Buyer(s) shall have received a certificate, executed by two officers of the Company, dated as of the Second Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer(s) including, without limitation an update as of the Second Closing Date regarding the representation contained in Section 3(c) above. (iii) The Company shall have executed and delivered to the Buyer(s) the Note in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto with respect to the Second Closing. (iv) The Company shall have certified that all conditions to the Second Closing have been satisfied and that the Company will file the Registration Statement with the SEC in compliance with the rules and regulations promulgated by the SEC for filing thereof two (2) business days after the Second Closing. If requested by the Buyer(s), the Buyer(s) shall have received a certificate, executed by the two officers of the Company, dated as of the Second Closing Date, to the foregoing effect. The Buyers have no obligation to fund at the Second Closing if the Company has filed the Registration Statement.