INVESTMENT AGREEMENT

INVESTMENT AGREEMENT

INVESTMENT AGREEMENT (this “AGREEMENT”), dated as of April 22, 2014 by and between

RADTEK, Inc., a Nevada corporation (the “Company”), and Dutchess Opportunity Fund, II, LP, a

Delaware Limited Partnership (the “Investor”).

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained

herein,  the  Investor  shall  invest  up  to  twenty million  dollars  ($20,000,000)  to  purchase  the

Company's Common Stock with $0.001 par value per share (the “Common Stock”);

WHEREAS, such investments will be made in reliance upon the provisions of Section 4(2) under

the Securities Act of 1933, as amended (the “1933 Act”), Rule 506 of Regulation D, and the rules

and regulations promulgated thereunder, and/or upon such other exemption from the registration

requirements of the 1933 Act as may be available with respect to any or all of the investments in

Common Stock to be made hereunder; and

WHEREAS, contemporaneously with the execution and delivery of this Agreement, the parties

hereto are executing and delivering a Registration Rights Agreement substantially in the form

attached hereto  (the  “Registration  Rights Agreement”) pursuant  to  which  the  Company has

agreed to provide certain registration rights under the 1933 Act, and the rules and regulations

promulgated thereunder, and applicable state securities laws.

NOW THEREFORE, in consideration of the foregoing recitals, which shall be considered an

integral part of this Agreement, the covenants and agreements set forth hereafter, and other

good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,

the Company and the Investor hereby agree as follows:

SECTION 1. DEFINITIONS.

As  used  in  this  Agreement,  the  following  terms  shall  have  the  following  meanings

specified or indicated below, and such meanings shall be equally applicable to the singular and

plural forms of such defined terms.

“1933 Act” shall have the meaning set forth in the recitals of this Agreement.

“1934 Act” shall mean the Securities Exchange Act of 1934, as it may be amended.

“AAA” shall have the meaning specified in Section 12.

“Affiliate” shall have the meaning specified in Section 5(H).

“Agreement” shall mean this Investment Agreement.

“Articles of Incorporation” shall have the meaning specified in Section 4(C).

“By-laws” shall have the meaning specified in Section 4(C).

“Closing” shall have the meaning specified in Section 2(F).

“Closing Date” shall have the meaning specified in Section 2(F), which is 5 trading days

after the “put notice”.

“Common Stock” shall have the meaning set forth in the recitals of this Agreement.

“Company” shall have the meaning set forth in the preamble of this Agreement.

“Control” or “Controls” shall have the meaning specified in Section 5(H).

“DTC” shall have the meaning specified in Section 2(F).

“DWAC” shall have the meaning specified in Section 2(F).

“Effective Date” shall mean the date the SEC declares effective under the 1933 Act the

Registration Statement covering the Securities.

“Equity Line Transaction Documents” shall mean this Agreement and the Registration

Rights Agreement.

“FAST” shall have the meaning specified in Section 2(F).

“Indemnities” shall have the meaning specified in Section 11.

“Indemnified Liabilities” shall have the meaning specified in Section 11.

“Indemnitor” shall have the meaning specified in Section 11.

“Investor” shall have the meaning indicated in the preamble of this Agreement.

“Material Adverse Effect” shall have the meaning specified in Section 4(A).

“Maximum Common Stock Issuance” shall have the meaning specified in Section 2(G).

“Minimum  Acceptable  Price”  with  respect  to  any  Put  Notice  Date  shall be  the  price

defined by the Company in the applicable Put Notice.

“Open Market Adjustment Amount” shall have the meaning specified in Section 2(H).

“Open Market Share Purchase” shall have the meaning specified in Section 2(H).

“Open  Period”  shall  mean  the  period  beginning  on  and  including  the Trading  Day

immediately following the Effective Date and ending on the earlier to occur of (i) the date which is

thirty-six (36) months from the Effective Date; or (ii) termination of the Agreement in accordance

with Section 9, below.

“Pricing Period” shall mean the five (5) consecutive Trading Days beginning on the Put

Notice Date and ending on and including the date that is four (4) Trading Days after such Put

Notice Date.

“Principal Market” shall mean the Nasdaq Capital Market, the NYSE Amex, the New York

Stock Exchange, the Nasdaq Global Market, the Nasdaq Global Select Market or the OTC

Bulletin Board, whichever is the principal market on which the Common Stock is listed.

“Prospectus” shall mean the prospectus, preliminary prospectus and supplemental

prospectus used in connection with the Registration Statement.

“Purchase Amount” shall mean the total amount being paid by the Investor on a particular

Closing Date to purchase the Securities.

“Purchase Price” shall mean ninety-five percent (95%) of the lowest daily VWAP (as

defined herein) of the Common Stock during the Pricing Period.

“Put” shall have the meaning set forth in Section 2(B) hereof.

“Put Amount” shall have the meaning set forth in Section 2(B) hereof.

“Put Notice” shall mean a written notice in the form attached hereto as Exhibit C, sent to

the Investor by the Company stating the Put Amount in U.S. dollars the Company intends to sell

to the Investor pursuant to the terms of the Agreement and stating the current number of Shares

issued and outstanding on such date.

“Put Notice Date” shall mean the Trading Day, as set forth below, immediately following

the day on which the Investor receives a Put Notice, however a Put Notice shall be deemed

delivered on (a) the Trading Day it is received by facsimile or email by the Investor if such notice

is received prior to noon Eastern Time, or (b) the immediately succeeding Trading Day if it is

received by facsimile or otherwise after noon Eastern Time on a Trading Day. No Put Notice may

be deemed delivered on a day that is not a Trading Day.

“Put Restriction” shall mean the days during the Pricing Period. During this time, the

Company shall not be entitled to deliver another Put Notice.

“Put Shares Due” shall have the meaning specified in Section 2(H).

“Registration Rights Agreement” shall have the meaning set forth in the recitals of this

Agreement.

“Registration Statement” means the registration statement of the Company filed under

the 1933 Act covering the resale by the Investor of the Common Stock issuable hereunder.

“Related Party” shall have the meaning specified in Section 5(H).

“Resolutions” shall have the meaning specified in Section 8(E).

“SEC” shall mean the U.S. Securities & Exchange Commission.

“SEC Documents” shall have the meaning specified in Section 4(G).

“Securities” shall mean the shares of Common Stock issued pursuant to the terms of the

Agreement.

“Shares” shall mean the shares of the Company’s Common Stock.

“Share Delivery Date” shall mean 7 days after the “Put Date”.

“Subsequent Purchasers” shall have the meaning specified in Section 2(I).

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“Subsidiaries” shall have the meaning specified in Section 4(A).

“Trading Day” shall mean any day on which the Principal Market for the Common Stock is

open for trading, from the hours of 9:30 am until 4:00 pm Boston Time.

“VWAP” shall mean the volume weighted average price during a Trading Day.

SECTION 2. PURCHASE AND SALE OF COMMON STOCK.

(A)

PURCHASE AND SALE OF COMMON STOCK. Subject to the terms and

conditions set forth herein, the Company may issue and sell to the Investor, and the Investor

shall purchase from the Company, up to that number of Shares having an aggregate Purchase

Price of twenty million dollars ($20,000,000).

(B)

DELIVERY OF PUT NOTICES. Subject to the terms and conditions of the Equity

Line Transaction Documents, and from time to time during the Open Period, the Company may,

in  its  sole  discretion,  deliver  a  Put  Notice  to  the  Investor  which  states  the  dollar  amount

(designated in U.S. Dollars) (the “Put Amount”) of Shares which the Company intends to sell to

the Investor on a Closing Date (the “Put”). The Put Amount shall be equal to up to either 1) three

hundred percent (300%) of the average daily volume (U.S. market only) of the Common Stock

for the three (3) Trading Days prior to the applicable Put Notice Date, multiplied by the average

of the three (3) daily closing prices immediately preceding the Put Date  or 2) three hundred

thousand dollars ($300,000). During the Open Period, the Company shall not be entitled to

submit a Put Notice until the Pricing Period for the prior Put has been completed. The Common

Stock identified in the Put Notice shall be purchased for a price equal to the Purchase Price.

(C)

COMPANY’S  RIGHT  TO  SUSPEND.    On  each  Put  Notice  submitted  to  the

Investor by the Company, the Company shall have the option to specify a Suspension Price for

that Put.    In the event the Common Stock falls below the Suspension Price, the Put shall be

temporarily suspended.    The Put shall resume at such time as the Common Stock is above the

Suspension Price, provided the dates for the Pricing Period for that particular Put are still valid.

In the event the Pricing Period has been complete, any shares above the Suspension Price due

to the Investor shall be sold to the Investor by the Company at the Suspension Price under the

terms of this Agreement. The Suspension Price for a Put may not be changed by the Company

once submitted to the Investor.

(D)

CONDITIONS   TO   INVESTOR'S   OBLIGATION   TO   PURCHASE   SHARES.

Notwithstanding anything to the contrary in this Agreement, the Company shall not be entitled to

deliver a Put Notice and the Investor shall not be obligated to purchase any Shares at a Closing

unless each of the following conditions are satisfied:

(1)

a  Registration  Statement  shall have  been  declared  effective  and  shall

remain effective and available for the resale of all the Registrable Securities (as defined in the

Registration Rights Agreement) at all times until the Closing with respect to  the subject Put

Notice;

(2)

at all times during the period beginning on the related Put Notice Date and

ending on and including the related Closing Date, the Common Stock shall have been listed on

the Principal Market and shall not have been suspended from trading thereon for a period of two

(2) consecutive Trading Days during the Open Period and the Company shall not have been

notified of any pending or threatened proceeding or other action to suspend the trading of the

Common Stock;

(3)

the Company has complied with its obligations and is otherwise not in

breach of or in default under this Agreement, the Registration Rights Agreement or any other

agreement executed in connection herewith which has not been cured prior to delivery of the Put

Notice;

(4)

no injunction shall  have been issued  and remain in  force, or  action

commenced by a governmental authority which has not been stayed or abandoned, prohibiting

the purchase or the issuance of the Securities; and

(5)

the issuance of the Securities pursuant to this Agreement will not violate

any shareholder approval requirements of the Principal Market.

If any of the events described in clauses (1) through (5) above occurs during a Pricing Period,

then  the  Investor  shall  have  no  obligation  to  purchase  the  Common  Stock  subject  to  the

applicable Put Notice.

(E)

INTENTIONALLY OMITTED.

(F)

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing of the

purchase by the Investor of Shares (a “Closing”) shall occur on the date which is no later than

five (5) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each

Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement,

certificates representing the Shares to be issued to the Investor on such date and registered in

the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to

be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering

physical certificates representing the Securities and provided that the Company's transfer agent

then  is  participating  in  The  Depository  Trust  Company  (“DTC”)  Fast  Automated  Securities

Transfer   (“FAST”) program, upon request of   the Investor, the Company   shall use all

commercially reasonable efforts to cause its transfer agent to electronically transmit the

Securities by crediting the account of the Investor's prime broker (as specified by the Investor

within a reasonable period in advance of the Investor's notice) with DTC through its Deposit

Withdrawal Agent Commission (“DWAC”) system. (Company RDTK is not FAST or DWAC)

The Company understands that a delay in the issuance of Securities beyond the Closing

Date could result in economic damage to the Investor. After the Effective Date, as compensation

to the Investor for such loss, the Company agrees to make payments to the Investor for late

issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance

with the following schedule (where “No. of Days Late” is defined as the number of trading days

beyond the Closing Date, with the Amounts being cumulative.):

LATE PAYMENT FOR EACH NO. OF DAYS LATE

1

$100

2

$200

3

$300

4

$400

5

$500

6

$600

7

$700

5

8

$800

9

$900

10

$1000

Over 10

$1,000  +  $200  for  each  Business

Day late beyond 10 days

The  Company shall  make  any payments incurred  under  this  Section  in  immediately

available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to

pursue actual damages for the Company's failure to issue and deliver the Securities to the

Investor, except that such late payments shall offset any such actual damages incurred by the

Investor, and any Open Market Adjustment Amount, as set forth below.

(G)

OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything

contained herein to the contrary, if during the Open Period the Company becomes listed on an

exchange  that  limits  the  number  of  shares  of  Common  Stock  that  may  be  issued  without

shareholder approval, then the number of Shares issuable by the Company and purchasable by

the Investor, shall not exceed that number of the shares of Common Stock that may be issuable

without shareholder approval (the “Maximum Common Stock Issuance”). If such issuance of

shares of Common Stock could cause a delisting on the Principal Market, then the Maximum

Common Stock Issuance shall first be approved by the Company's shareholders in accordance

with applicable law and the By-laws and Articles of Incorporation of the Company, as amended.

The parties understand and agree that the Company's failure to seek or obtain such shareholder

approval shall in no way adversely affect the validity and due authorization of the issuance and

sale of Securities or the Investor's obligation in accordance with the terms and conditions hereof

to purchase a number of Shares in the aggregate up to the Maximum Common Stock Issuance

limitation, and that such approval pertains only to the applicability of the Maximum Common

Stock Issuance limitation provided in this Section 2(H).

(H)

OPEN MARKET ADJUSTMENT. If, by the third (3rd) business day after a Closing

Date, the Company fails to deliver any portion of the Securities subject to a Put Notice to the

Investor (the “Put Shares Due”) and the Investor purchases, in an open market transaction or

otherwise, shares of Common Stock necessary to make delivery by the Investor of shares in

respect of sales to subsequent purchasers, pursuant to transactions entered into before the

Closing Date (“Subsequent Purchasers”), which such shares of Common Stock would have been

delivered to the Investor by the Company but for the Company’s failure to so deliver (the “Open

Market Share Purchase”), then the Company shall pay to the Investor, in addition to any other

amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment

Amount (as defined below). The “Open Market Adjustment Amount” is the amount equal to the

excess, if any, of (x) the Investor's total purchase price (including brokerage commissions, if any)

for the Open Market Share Purchase minus (y) the net proceeds (after brokerage commissions,

if  any) received by the  Investor from the  sale of  the  Put  Shares Due to  such  Subsequent

Purchasers. The Company shall pay the Open Market Adjustment Amount to the Investor in

immediately available funds within five (5) business days of written demand by the Investor. By

way of illustration and not in limitation of the foregoing, if  the Investor purchases shares of

Common Stock having a total purchase price (including brokerage commissions) of $11,000 to

cover an Open Market Share Purchase with respect to shares of  Common Stock it sold to

Subsequent Purchasers for net proceeds of  $10,000,  the Open  Market Adjustment Amount

which the Company will be required to pay to the Investor will be $1,000.

(I)

LIMITATION ON AMOUNT OF OWNERSHIP. Notwithstanding anything to the

contrary in this Agreement, in no event shall the Investor be entitled to purchase that number of

Shares, which when added to the sum of the number of shares of Common Stock beneficially

owned (as such term is defined under Section 13(d) and Rule 13d-3 of the 1934 Act), by the

Investor, would exceed 4.99% of the number of shares of Common Stock outstanding on the

Closing Date, as determined in accordance with Rule 13d-1(j) of the 1934 Act.

SECTION 3. INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS.    The

Investor represents and warrants to the Company, and covenants, that:

(A)

SOPHISTICATED INVESTOR. The Investor has, by reason of its business and

financial experience, such knowledge, sophistication and experience in financial and business

matters and in making investment decisions of this type that it is capable of (1) evaluating the

merits and risks of an investment in the Securities and making an informed investment decision;

(2) protecting its own interest; and (3) bearing the economic risk of such investment for an

indefinite period of time.

(B)

AUTHORIZATION; ENFORCEMENT. The Investor has the requisite power and

authority to enter into and perform this Agreement and the Registration Rights Agreement. The

execution  and  delivery  of  the  Equity  Line  Transaction  Documents  by  the  Investor  and  the

consummation by it of the transactions contemplated hereby and thereby have been duly and

validly authorized by the Investor's general partners and no further consent or authorization is

required by its partners. This Agreement has been duly and validly authorized, executed and

delivered  on  behalf  of the  Investor  and  is  a  valid  and  binding  agreement  of  the  Investor

enforceable against the Investor in accordance with its terms, subject as to enforceability to

general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium,

liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable

creditors' rights and remedies.

(C)

SECTION 9 OF THE 1934 ACT. During the term of this Agreement, the Investor

will  comply with  the  provisions  of  Section  9  of the  1934  Act,  and  the rules  promulgated

thereunder, with respect to transactions involving the Common Stock. The Investor agrees not to

sell the Company's stock short, either directly or indirectly through its affiliates, principals or

advisors, the Company's common stock during the term of this Agreement.

(D)

ACCREDITED INVESTOR. Investor is an “Accredited Investor” as that term is

defined in Rule 501(a) of Regulation D of the 1933 Act.

(E)

NO CONFLICTS. The execution, delivery and performance of the Transaction

Documents by the Investor and the consummation by the Investor of the transactions

contemplated hereby and thereby will not (1) result in a violation of the partnership agreement or

other organizational documents of the Investor, (2) conflict with, or constitute a material default

(or an event which with notice or lapse of time or both would become a material default) under, or

give to others any rights of termination, amendment, acceleration or cancellation of, any material

agreement, contract, indenture mortgage, indebtedness or instrument to which the Investor is a

party, or to the Investor’s knowledge result  in a violation of any law, rule, regulation, order,

judgment or decree (including United States federal and state securities laws and regulations)

applicable to the Investor or by which any property or asset of the Investor is bound or affected.

(F)

NO VIOLATIONS. Except as disclosed in Schedule 3(f), the Investor is not in

violation of any term of, or in default under, the partnership agreement of other organizational

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documents of the Investor or any material contract, agreement, mortgage, indebtedness,

indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to

the Investor, except for conflicts, defaults, terminations, amendments, accelerations,

cancellations  and violations that would  not, individually or  in the  aggregate, constitute or

reasonably be expected to constitute a material adverse effect on the Investor. The business of

the Investor is not being conducted, and shall not be conducted, in violation of any law, statute,

ordinance,  rule,  order or  regulation  of  any  governmental authority  or agency,  regulatory or

self-regulatory agency, or court, except for violations the sanctions for which either, individually

or in the aggregate, would not have or reasonably be expected to have a material adverse effect

on the Investor.    Except as specifically contemplated by this Agreement and as required under

the 1933 Act or any securities laws of any states, to the Investor’s knowledge, the Investor is not

required to obtain any consent, authorization, permit or order of, or make any filing or registration

(except the filing of a registration statement as outlined in the Registration Rights Agreement)

with, any court, governmental authority or agency, regulatory or self-regulatory agency or other

third party in order  for it to execute, deliver  or perform any of its obligations under, or

contemplated by, the Equity Line Transaction Documents in accordance with the terms hereof or

thereof  except  for  those  consents,  authorizations,  permits,  orders  or  filings  as  have  been

obtained or effected on or prior to the date hereof and are in full force and effect as of the date

hereof. Except as disclosed in Schedule 3(f), the Investor is unaware of any facts or

circumstances which might give rise to any violation or default set forth in this Section 3(F).

(G)

OPPORTUNITY TO DISCUSS. The Investor has received all materials relating to

the Company's business, finance and operations which it has requested. The Investor has had

an opportunity to discuss the business, management and financial affairs of the Company with

the Company's management.

(H)

INVESTMENT PURPOSES. The Investor is purchasing the Securities for its own

account for investment purposes and not with a view towards distribution and agrees to resell or

otherwise dispose of the Securities solely in accordance with the registration provisions of the

1933 Act (or pursuant to an exemption from such registration provisions).

(I)

NO REGISTRATION AS A DEALER. The Investor is not and will not be required

to  be  registered  as a  “dealer”  under  the  1934 Act,  either  as a  result  of  its execution  and

performance of its obligations under this Agreement or otherwise.

(J)

GOOD  STANDING. The  Investor  is  a  Limited Partnership,  duly  organized,

validly existing and in good standing in the state of Delaware.

(K)

TAX  LIABILITIES. The  Investor  understands  that it  is liable  for  its  own tax

liabilities.

(L)

REGULATION M. The Investor will comply with Regulation M under the 1934 Act,

if applicable.

SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.    Except as set

forth in the Schedules attached hereto, or as disclosed in the Company's SEC Documents, the

Company represents and warrants to the Investor that:

(A)

ORGANIZATION  AND  QUALIFICATION.  The  Company  is  a  corporation  duly

organized and validly existing in good standing under the laws of the State of Nevada, USA and

has the requisite corporate power and authorization to own its properties and to carry on its

business as now being conducted. Both the Company and the companies it owns or controls

(“Subsidiaries”) are duly qualified to do business and are in good standing in every jurisdiction in

which  its ownership of  property or the nature of  the business conducted by it  makes such

qualification necessary, except to the extent that the failure to be so qualified or be in good

standing would not have a Material Adverse Effect. As used in this Agreement, “Material Adverse

Effect” means any material adverse effect on (1) the properties, assets, operations, results of

operations, or financial condition of the Company and its Subsidiaries, if any, taken as a whole,

(2) the transactions contemplated hereby or by the agreements and instruments to be entered

into  in connection  herewith,  or  (3)  the  authority or  ability  of the Company  to perform  its

obligations under the Equity Line Transaction Documents other than as a result of (a) changes

adversely affecting the United States economy (so long as the Company is not disproportionately

affected thereby), (b) changes adversely affecting the industry in which the Company operates

(so long as the Company is not disproportionately affected thereby), (c) the announcement or

consummation of the transactions contemplated by this Agreement, and (d) changes in the

market price of the Common Stock.

(B)

AUTHORIZATION;

ENFORCEMENT;

COMPLIANCE

WITH

OTHER

INSTRUMENTS.

(1)

The Company has the requisite corporate power and authority to enter into

and perform the Equity Line Transaction Documents, and to perform its obligations contemplated

hereby and thereby.

(2)

The execution and delivery of the Equity Line Transaction Documents by

the Company and the consummation by it of the transactions contemplated hereby and thereby,

including  without  limitation  the  reservation  for  issuance  and  the  issuance  of  the  Securities

pursuant to this Agreement, have been duly and validly authorized by the Company's Board of

Directors and no further consent or authorization  is required by the Company, its Board of

Directors, or its shareholders.

(3)

The Equity Line Transaction Documents have been duly and validly

executed and delivered by the Company.

(4)

The Equity Line Transaction Documents constitute the valid and binding

obligations of the Company enforceable against the Company in accordance with their terms,

except  as  such  enforceability  may  be  limited  by  general  principles  of  equity  or  applicable

bankruptcy, insolvency,  reorganization, moratorium,  liquidation or similar laws relating to, or

affecting generally, the enforcement of creditors' rights and remedies.

(C)

CAPITALIZATION.  As of  the  date  hereof,  the authorized  capital stock of  the

Company  consists  of  1,990,000,000 shares  of  Common  Stock (and  10,000,000  shares  of

preferred stock, with no preferred shares issued) with $0.001 par value per share, of as of April

22,  2014,  121,336,800 shares  were issued  and  outstanding. Except  as  disclosed in  the

Company’s publicly available filings with the SEC: (1) no shares of the Company's capital stock

are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered

or permitted by the Company; (2) there are no outstanding debt securities; (3) there are no

outstanding  shares of  capital stock, options,  warrants,  scrip,  rights to  subscribe  to,  calls or

commitments of any character whatsoever relating to, or securities or rights convertible into, any

shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments,

understandings or arrangements by which the Company or any of its Subsidiaries is or may

become bound  to issue  additional  shares  of capital  stock  of the Company  or  any  of its

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Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any

character whatsoever relating to, or securities or rights convertible into, any shares of capital

stock of the Company or any of its Subsidiaries; (4) there are no agreements or arrangements

under which the Company or any of its Subsidiaries is obligated to register the sale of any of their

securities under the 1933 Act (except the Registration Rights Agreement); (5) there are no

outstanding securities of the Company or any of its Subsidiaries which contain any redemption or

similar provisions, and there are no contracts, commitments, understandings or arrangements by

which the Company or any of its Subsidiaries is or may become bound to redeem a security of

the Company or any of its Subsidiaries; (6) there are no securities or instruments containing

anti-dilution  or similar provisions that will be triggered by the  issuance of  the Securities as

described in this Agreement; (7) the Company does not have any stock appreciation rights or

“phantom stock” plans or agreements or any similar plan or agreement; and (8) there is no

dispute as to the classification of any shares of the Company's capital stock.

The Company has furnished to the Investor, or the Investor has had access through the

SEC’s XXXXX website to, true and correct copies of the Company's Articles of Incorporation, as

amended and in effect on the date hereof (the “Articles of Incorporation”), and the Company's

By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible

into or exercisable for Common Stock and the material rights of the holders thereof in respect

thereto.

(D)

ISSUANCE OF SHARES. The Company has reserved up to 40,000,000 Shares

for issuance pursuant to this Agreement, which have been duly authorized and reserved for

issuance (subject to adjustment pursuant to the Company's covenant set forth in Section 5(F)

below) pursuant  to  this Agreement.  Upon  issuance  in  accordance  with  this Agreement,  the

Securities will be validly issued, fully paid for and non-assessable and free from all taxes, liens

and charges with respect to the issue thereof. In the event the Company cannot register a

sufficient number of Shares for issuance pursuant to this Agreement, the Company will use its

best  efforts  to  authorize  and  reserve  for  issuance  the  number  of  Shares  required  for  the

Company to perform its obligations hereunder as soon as reasonably practicable.

(E) NO CONFLICTS. The execution, delivery and performance of the Equity Line

Transaction Documents  by the Company  and  the  consummation  by  the Company of the

transactions contemplated hereby and thereby will not (I) result in a violation of the Articles of

Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding series

of preferred stock of the Company or the By-laws; or (II) conflict with, or constitute a material

default (or an event which with notice or lapse of time or both would become a material default)

under, or give to others any rights of termination, amendment, acceleration or cancellation of,

any material agreement, contract, indenture mortgage, indebtedness or instrument to which the

Company or any of its Subsidiaries is a party, or to the Company's knowledge result in a violation

of any law, rule, regulation, order, judgment or decree (including United States federal and state

securities laws and regulations and the rules and regulations of the Principal Market or principal

securities exchange or trading market on which the Common Stock is traded or listed) applicable

to the Company or any of its Subsidiaries or by which any property or asset of the Company or

any of its Subsidiaries is bound or affected. Except as disclosed in Schedule 4(e), neither the

Company nor its Subsidiaries is in violation of any term of, or in default under, the Articles of

Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding series

of preferred stock of the Company or the By-laws or their organizational charter or by-laws,

respectively, or any contract, agreement, mortgage, indebtedness, indenture, instrument,

judgment, decree or order or any statute, rule or regulation applicable to the Company or its

Subsidiaries, except for possible conflicts, defaults, terminations, amendments, accelerations,

cancellations and violations that would not individually or in the aggregate have or constitute a

Material  Adverse Effect. The  business  of the  Company and  its Subsidiaries is  not being

conducted, and shall not be conducted, in violation of any law, statute, ordinance, rule, order or

regulation of any governmental authority or agency, regulatory or self-regulatory agency, or court,

except for possible violations the sanctions for which either individually or in the aggregate would

not have a Material Adverse Effect. Except as specifically contemplated by this Agreement and

as required under the 1933 Act or any securities laws of any states, to the Company's knowledge,

the Company is not required to obtain any consent, authorization, permit or order of, or make any

filing or registration (except the filing of a registration statement as outlined in the Registration

Rights Agreement  between  the  Parties)  with,  any  court,  governmental  authority  or agency,

regulatory or self-regulatory agency or other third party in order for it to execute, deliver or

perform any of its obligations under, or contemplated by, the Equity Line Transaction Documents

in accordance with the terms hereof or thereof. All consents, authorizations, permits, orders,

filings and registrations which the Company is required to obtain pursuant to the preceding

sentence have been obtained or effected on or prior to the date hereof and are in full force and

effect  as  of  the  date  hereof.  Except  as  disclosed  in  Schedule  4(e),  the  Company  and  its

Subsidiaries are unaware of any facts or circumstances which might give rise to any violation or

default of any of the foregoing. The Company is not, and will not be, in violation of the listing

requirements of the Principal Market as in effect on the date hereof and on each of the Closing

Dates and is not aware of any facts which would reasonably lead to delisting of the Common

Stock by the Principal Market in the foreseeable future.

(F) SEC DOCUMENTS; FINANCIAL STATEMENTS. As of the date hereof, the Company

has filed all reports, schedules, forms, statements and other documents required to be filed by it

with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed

prior to the date hereof and all exhibits included therein and financial statements and schedules

thereto and documents incorporated by reference therein being hereinafter referred to as the

"SEC Documents"). The Company has delivered to the Investor or its representatives, or they

have had access through the SEC’s XXXXX website to, true and complete copies of the SEC

Documents. As of their respective filing dates, the SEC Documents complied in all material

respects  with  the  requirements  of  the  1934  Act  and  the  rules and  regulations  of  the  SEC

promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at

the time they were filed with the SEC, contained any untrue statement of a material fact or

omitted to state a material fact required to be stated therein or necessary to make the statements

therein, in light of the circumstances under which they were made, not misleading. As of their

respective dates, the financial statements of  the Company included in the SEC Documents

complied as to form in all material respects with applicable accounting requirements and the

published rules and regulations of the SEC with respect thereto. Such financial statements have

been prepared in accordance with generally accepted accounting principles, and audited by a

firm that is a member a member of the Public Companies Accounting Oversight Board ("PCAOB")

consistently applied, during the periods involved (except (I) as may be otherwise indicated in

such financial statements or the notes thereto, or (II) in the case of unaudited interim statements,

to the extent they may exclude footnotes or may be condensed or summary statements) and

fairly present in all material respects the financial position of the Company as of the dates thereof

and the results of its operations and cash flows for the periods then ended (subject, in the case of

unaudited  statements,  to  normal  year-end  audit  adjustments).  No  other  written  information

provided by or on behalf of the Company to the Investor which is not included in the SEC

Documents, including, without limitation, information referred to in Section 4(D) of this

Agreement, contains any untrue statement of a material fact or omits to state any material fact

necessary to make the statements therein, in the light of the circumstance under which they are

or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their

11

officers, directors, employees or agents have provided the Investor with any material, nonpublic

information which was not publicly disclosed prior to the date hereof and any material, nonpublic

information provided to the Investor by the Company or its Subsidiaries or any of their officers,

directors, employees or agents prior to any Closing Date shall be publicly disclosed by the

Company prior to such Closing Date.

(G)  ABSENCE  OF  CERTAIN  CHANGES.  Except  as otherwise  set forth  in  the SEC

Documents, the Company does not intend to change the business operations of the Company in

any material way. The Company has not taken any steps, and does not currently expect to take

any steps, to seek protection pursuant to any bankruptcy law nor does the Company or its

Subsidiaries  have  any knowledge  or  reason to  believe that its creditors intend  to initiate

involuntary bankruptcy proceedings.

(H) ABSENCE OF LITIGATION AND/OR REGULATORY PROCEEDINGS. Except as set

forth in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before

or by any court, public board, government agency, self-regulatory organization or body pending

or, to the knowledge of the executive officers of Company or any of its Subsidiaries, threatened

against or affecting the Company, the Common Stock or any of the Company's Subsidiaries or

any of the Company's or the Company's Subsidiaries' officers or directors in their capacities as

such, in which an adverse decision could have a Material Adverse Effect.

(I) ACKNOWLEDGMENT REGARDING INVESTOR'S PURCHASE OF SHARES. The

Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm's

length purchaser with respect to the Equity Line Transaction Documents and the transactions

contemplated hereby and thereby. The Company further acknowledges that the Investor is not

acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect

to  the  Equity  Line  Transaction  Documents  and  the  transactions  contemplated  hereby  and

thereby and any advice given by the Investor or any of its respective representatives or agents in

connection  with  the  Equity Line  Transaction  Documents and  the  transactions contemplated

hereby and thereby is merely incidental to the Investor's purchase of the Securities, and is not

being  relied  on by the  Company.  The  Company further represents to  the  Investor that  the

Company's decision to enter into the Equity Line Transaction Documents has been based solely

on the independent evaluation by the Company and its representatives.

(J)

NO

UNDISCLOSED

EVENTS,

LIABILITIES,

DEVELOPMENTS

OR

CIRCUMSTANCES. Except as set forth in the SEC Documents, as of the date hereof, no event,

liability, development or circumstance has occurred or exists, or to the Company's knowledge is

contemplated  to  occur,  with  respect  to  the  Company or its Subsidiaries or their  respective

business, properties, assets, prospects, operations or financial condition, that would be required

to be disclosed by the Company under applicable securities laws on a registration statement filed

with the SEC relating to an issuance and sale by the Company of its Common Stock and which

has not been publicly announced.

(K) EMPLOYEE RELATIONS. Neither  the Company  nor  any of its  Subsidiaries is

involved  in  any  union  labor  dispute  nor,  to  the  knowledge  of  the  Company  or  any  of  its

Subsidiaries, is any such dispute threatened. Neither the Company nor any of its Subsidiaries is

a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that

relations with their employees are good. No executive officer (as defined in Rule 501(f) of the

0000 Xxx) has notified the Company that such officer intends to leave the Company's employ or

otherwise terminate such officer's employment with the Company.

(L) INTELLECTUAL PROPERTY RIGHTS. The Company and its Subsidiaries own or

possess adequate rights or licenses to use all trademarks, trade names, service marks, service

xxxx registrations, service names, patents, patent rights, copyrights, inventions, licenses,

approvals, governmental authorizations, trade  secrets and rights necessary to  conduct  their

respective businesses as now conducted. Except as set forth in the SEC Documents, none of

the Company's trademarks, trade names, service  marks,  service xxxx registrations, service

names,   patents,   patent   rights,   copyrights,   inventions,   licenses,   approvals,   government

authorizations, trade secrets or  other intellectual property rights necessary to conduct its

business as now or as proposed to be conducted have expired or terminated, or are expected to

expire or terminate within two (2) years from the date of this Agreement. The Company and its

Subsidiaries do not have any knowledge of any infringement by the Company or its Subsidiaries

of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service

names, service marks, service xxxx registrations, trade secret or other similar rights of others, or

of any such development of similar or identical trade secrets or technical information by others

and, except as set forth in the SEC Documents, there is no claim, action or proceeding being

made  or  brought  against, or  to  the Company's knowledge, being threatened  against, the

Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention,

copyright, license, service names, service marks, service xxxx registrations, trade secret or

other infringement; and the Company and its Subsidiaries are unaware of any facts or

circumstances which might give rise to any of the foregoing. The Company and its Subsidiaries

have taken commercially reasonable security measures to protect the secrecy, confidentiality

and value of all of their intellectual properties.

(M) ENVIRONMENTAL LAWS. The Company and its Subsidiaries (I) are, to the

knowledge of  the Company and  its Subsidiaries,  in  compliance  with any and all applicable

foreign, federal, state and local laws and regulations relating to the protection of human health

and safety, the environment or hazardous or toxic substances or wastes, pollutants or

contaminants ("Environmental Laws"); (II) have, to the knowledge of the Company, received all

permits, licenses or other approvals required of them under applicable Environmental Laws to

conduct  their  respective  businesses;  and  (III)  are  in  compliance,  to  the  knowledge  of the

Company, with all terms and conditions of any such permit, license or approval where, in each of

the  three  (3)  foregoing  cases,  the  failure  to  so  comply  would  have,  individually  or in  the

aggregate, a Material Adverse Effect.

(N) TITLE.  The Company and  its Subsidiaries have good and marketable title to all

personal property owned by them which is material to the business of the Company and its

Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as

are described in the SEC Documents or such as do not materially affect the value of such

property and do not interfere with the use made and proposed to be made of such property by

the Company or any of its Subsidiaries. Any real property and facilities held under lease by the

Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable

leases with such exceptions as are not material and do not interfere with the use made and

proposed to be made of such property and buildings by the Company and its Subsidiaries.

(O) INSURANCE. Each of the Company's Subsidiaries  are insured by insurers of

recognized  financial  responsibility  against  such  losses  and  risks  and  in  such  amounts  as

management of the Company reasonably believes to be prudent and customary in the

businesses in which the Company and its Subsidiaries are engaged. Neither the Company nor

any of its Subsidiaries has been refused any insurance coverage sought or applied for and

neither the Company nor its Subsidiaries has any reason to believe that it will not be able to

13

renew its existing insurance coverage as and when such coverage expires or to obtain similar

coverage from similar insurers as may be necessary to continue its business at a cost that would

not have a Material Adverse Effect.

(P) REGULATORY PERMITS. The Company and its Subsidiaries have in full force and

effect all certificates, approvals, authorizations and permits from the appropriate federal, state,

local or foreign regulatory authorities and comparable foreign regulatory agencies, necessary to

own,  lease  or  operate  their  respective  properties  and  assets  and  conduct  their  respective

businesses, and  neither the  Company nor any such Subsidiary has received any notice of

proceedings relating to the revocation or modification of any such certificate, approval,

authorization or permit, except for such certificates, approvals, authorizations or permits which if

not obtained, or such revocations or modifications which, would not have a Material Adverse

Effect.

(Q) INTERNAL ACCOUNTING CONTROLS. The Company and each of its Subsidiaries

maintain a system of internal accounting controls sufficient to provide reasonable assurance that

(I) transactions are executed in accordance with management's general or specific

authorizations; (II) transactions are recorded as necessary to permit preparation of financial

statements   in conformity with generally accepted accounting principles by a firm   with

membership to the PCAOB and to maintain asset accountability; (III) reasonable controls to

safeguard assets are in place; and (IV) the recorded accountability for assets is compared with

the existing assets at reasonable intervals and appropriate action is taken with respect to any

differences.

(R) NO MATERIALLY ADVERSE CONTRACTS, ETC. Neither the Company nor any of

its Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment,

decree or order which in the judgment of the Company's officers has or is expected in the future

to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to

any contract or agreement which in the judgment of the Company's officers has or is expected to

have a Material Adverse Effect.

(S) TAX STATUS. The Company and each of its Subsidiaries has made or filed all United

States federal and state income and all other tax returns, reports and declarations required by

any jurisdiction to which it is subject (unless and only to the extent that the Company and each of

its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all

unpaid and unreported taxes) and has paid all taxes and other governmental assessments and

charges that are material in amount, shown or determined to be due on such returns, reports and

declarations, except those being contested in good faith and has set aside on its books provision

reasonably adequate for the payment of all taxes for periods subsequent to the periods to which

such returns, reports or declarations apply. There are no unpaid taxes in any material amount

claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company

know of no basis for any such claim.

(T) CERTAIN TRANSACTIONS. Except as set forth in the SEC Documents filed at least

ten (10) days prior to the date hereof and except for arm's length transactions pursuant to which

the Company makes payments in the ordinary course of business upon terms no less favorable

than the Company could obtain from disinterested third parties and other than the grant of stock

options disclosed in the SEC Documents or stock options granted in the future as contemplated

by current compensation agreements or plans disclosed in the SEC Documents, none of  the

officers, directors, or employees of the Company is presently a party to any transaction with the

Company or any of its Subsidiaries (other than for services as employees, officers and directors),

including any contract, agreement or other arrangement providing for the furnishing of services

to or by, providing for rental of  real or personal property to or from, or otherwise requiring

payments to or from any officer, director or such employee or, to the knowledge of the Company,

any corporation, partnership, trust or other entity in which any officer, director, or any such

employee has a substantial interest or is an officer, director, trustee or partner.

(U) DILUTIVE EFFECT. The Company understands and acknowledges that the number

of shares of Common Stock issuable upon purchases pursuant to this Agreement will increase in

certain circumstances including, but not necessarily limited to, the circumstance wherein the

trading price of the Common Stock declines during the period between the Effective Date and

the end of the Open Period. The Company's executive officers and directors have studied and

fully understand the nature of the transactions contemplated by this Agreement and recognize

that they have a potential dilutive effect on the shareholders of the Company. The Board of

Directors of the Company has concluded, in its good faith business judgment, and with full

understanding of the implications, that such issuance is in the best interests of the Company.

The Company specifically acknowledges that, subject to such limitations as are expressly set

forth in the Equity Line Transaction Documents, its obligation to issue shares of Common Stock

upon purchases pursuant to this Agreement is absolute and unconditional regardless of the

dilutive effect that such issuance may have on the ownership interests of other shareholders of

the Company.

(V) LOCK-UP. The Company shall cause its officers and directors to refrain from selling

Common Stock during each Pricing Period.

(W) NO GENERAL SOLICITATION. Neither the Company, nor any of its affiliates, nor

any person acting on its behalf, has engaged in any form of general solicitation or general

advertising (within the meaning of  Regulation D) in connection with the offer or sale of the

Common Stock to be offered as set forth in this Agreement.

(X) NO BROKERS, FINDERS OR FINANCIAL ADVISORY FEES OR COMMISSIONS.

No brokers, finders or financial advisory fees or commissions will be payable by the Company, its

agents or Subsidiaries, with respect to the transactions contemplated by this Agreement, except

as otherwise disclosed in this Agreement.

SECTION 5. COVENANTS OF THE COMPANY

(A)

EFFORTS. The Company shall use all commercially reasonable efforts to timely

satisfy each of the conditions set forth in Section 8 of this Agreement.

(B)

BLUE SKY. The Company shall, at its sole cost and expense, on or before each

of the Closing Dates, take such action as the Company shall reasonably determine is necessary

to qualify the Securities for, or obtain exemption for the Securities for, sale to the Investor at each

of the Closings pursuant to this Agreement under applicable securities or “Blue Sky” laws of such

states of the United States, as reasonably specified by the Investor, and shall provide evidence

of any such action so taken to the Investor on or prior to the Closing Date.

(C)

REPORTING STATUS. Until one of the following occurs, the Company shall file

all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not

terminate its status, or take an action or fail to take any action, which would terminate its status

15

as a reporting company under the 1934 Act: (1) this Agreement terminates pursuant to Section 9,

or (2) the date on which the Investor has sold all the Securities; provided that the Investor shall

promptly notify the Company after the Investor has sold all the Securities.

(D)

USE OF PROCEEDS. The Company will use the proceeds from the sale of the

Securities (excluding amounts paid by the Company for fees as set forth in the Equity Line

Transaction Documents) for general corporate and working capital purposes and acquisitions or

assets, businesses or operations or for other purposes that the Board of Directors, in its good

faith, deems to be in the best interest of the Company.

(E)

FINANCIAL INFORMATION. During the Open Period, the Company agrees to

make available to the Investor via the SEC’s XXXXX website or other electronic means the

following documents and information on the forms set forth: (1) within five (5) Trading Days after

the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K, its Quarterly Reports

on Form 10-Q, any Current Reports on Form 8-K and any Registration Statements or

amendments filed pursuant to the 1933 Act; (2) copies of any notices and other information

made available or given to the shareholders of the Company generally, contemporaneously with

the making available or giving thereof to the shareholders; and (3) within two (2) calendar days of

filing or delivery thereof, copies of all documents filed with, and all correspondence sent to, the

Principal  Market,  any  securities  exchange  or  market,  or  the  Financial  Industry  Regulatory

Authority, unless such information is material nonpublic information.

(F)

RESERVATION  OF  SHARES.  The  Company  shall  reserve  up  to  40,000,000

Shares for the issuance of the Securities to the Investor as required hereunder. In the event that

the Company determines that it does not have a sufficient number of  authorized shares of

Common Stock to reserve and keep available for issuance as described in this Section 5(F), the

Company shall use all commercially reasonable efforts to increase the number of authorized

shares of Common Stock by seeking shareholder approval  for the authorization of such

additional shares.

(G)

LISTING. The Company shall promptly secure and maintain the listing of all of the

Registrable Securities (as defined in the Registration Rights Agreement) on the Principal Market

and each other national securities exchange and automated quotation system, if  any, upon

which shares of Common Stock are then listed (subject to official notice of issuance) and shall

maintain, such listing of all Registrable Securities from time to time issuable under the terms of

the Equity Line Transaction Documents. Neither the Company nor any of its Subsidiaries shall

take any action which would be reasonably expected to result in the delisting or suspension of

the Common Stock on the Principal Market (excluding suspensions of not more than one (1)

trading  day  resulting  from business  announcements by  the  Company).  The  Company  shall

promptly provide to the Investor copies of any notices it receives from the Principal Market

regarding the continued eligibility of the Common Stock for listing on such automated quotation

system or securities exchange. The Company shall pay all fees and expenses in connection with

satisfying its obligations under this Section 5(G).

(H)

TRANSACTIONS WITH AFFILIATES. The Company shall not, and shall cause

each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary

to enter into, amend, modify or supplement, any agreement, transaction, commitment or

arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or

directors at any time during the previous two (2) years, shareholders who beneficially own 5% or

more of the Common Stock, or Affiliates or with any individual related by blood, marriage or

adoption to any such individual or with any entity in which any such entity or individual owns a 5%

or  more  beneficial  interest  (each  a  “Related  Party”),  except  for  (1)  customary  employment

arrangements  and  benefit  programs  on  reasonable  terms,  (2)  any  agreement,  transaction,

commitment or arrangement on an arms-length basis on terms no less favorable than terms

which would have been obtainable from a disinterested third party other than such Related

Party,(3)  any agreement,  transaction,  commitment  or  arrangement  which  is  approved  by  a

majority of the disinterested directors of the Company, or (4) extensions or amendments of any

existing employment agreement. For purposes hereof, any director who is also an officer of the

Company or any Subsidiary of the Company shall not be a disinterested director with respect to

any such agreement, transaction, commitment or arrangement. “Affiliate” for purposes hereof

means, with respect to any person or entity, another person or entity that, directly or indirectly, (1)

has a 5% or more equity interest in that person or entity, (2) has 5% or more common ownership

with that person or entity, (3) controls that person or entity, or (4) is under common control with

that person or entity. “Control” or “Controls” for purposes hereof means that a person or entity

has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

(I)

FILING OF FORM 8-K. On or before the date which is four (4) Trading Days after

the date of execution of this Agreement, the Company shall file a Current Report on Form 8-K

with the SEC describing the terms of the transaction contemplated by the Equity Line

Transaction Documents in the form required by the 1934 Act, if such filing is required.

(J)

CORPORATE EXISTENCE. The Company shall use all commercially reasonable

efforts to preserve and continue the corporate existence of the Company.

(K)

NOTICE OF CERTAIN EVENTS AFFECTING REGISTRATION; SUSPENSION

OF RIGHT TO MAKE  A  PUT.  The Company  shall  promptly  notify  the  Investor  upon  the

occurrence of  any of  the following events in respect of  a Registration Statement or related

prospectus in respect of an offering of the Securities: (1) receipt of any request for additional

information by the SEC or any other federal or state governmental authority during the period of

effectiveness of the Registration Statement for amendments or supplements to the Registration

Statement or related prospectus; (2) the issuance by the SEC or any other federal or state

governmental  authority  of  any  stop  order  suspending  the  effectiveness of  any  Registration

Statement or the initiation of any proceedings for that purpose; (3) receipt of any notification with

respect  to  the  suspension of  the qualification or exemption from qualification  of  any of  the

Securities for sale in any jurisdiction or the initiation or notice of any proceeding for such purpose;

(4) the happening of any event that makes any statement made in such Registration Statement

or related prospectus or any document incorporated or deemed to be incorporated therein by

reference untrue in any material respect or that requires the making of any  changes in the

Registration Statement, related prospectus or documents so that, in the case of a Registration

Statement, it will not contain any untrue statement of a material fact or omit to state any material

fact required to be stated therein or necessary to make the statements therein not misleading,

and that in the case of the related prospectus, it will not contain any untrue statement of a

material fact or omit to state any material fact required to be stated therein or necessary to make

the statements therein,  in the  light  of  the circumstances under which  they were made, not

misleading; and (5) the Company's reasonable determination that a post-effective amendment to

the Registration Statement would be  appropriate, and the Company shall  promptly make

available  to  Investor  any  such supplement  or  amendment  to  the related  prospectus. The

Company shall not deliver to the Investor any Put Notice during the continuation of any of the

foregoing events in this Section 5(K).

(L)

REIMBURSEMENT. If (I) the Investor becomes involved in any capacity in any

action, proceeding or investigation brought by any shareholder of the Company, in connection

17

with or as a result of the consummation of the transactions contemplated by the Equity Line

Transaction  Documents,  or  if  the  Investor  is  impleaded  in  any  such  action,  proceeding  or

investigation by any person (other than as a result of a breach of the Investor’s representations

and warranties set forth in this Agreement); or (II) the Investor becomes involved in any capacity

in any action, proceeding or investigation brought by the SEC against or involving the Company

(unless the Company is involved in the action, proceeding or investigation as a witness only) or

in connection with or as a result of the consummation of the transactions contemplated by the

Equity  Line Transaction  Documents  (other  than  as  a  result  of  a  breach  of  the Investor’s

representations and warranties set forth in this Agreement), or if this Investor is impleaded in any

such action, proceeding or investigation by any person, then in any such case, the Company will

reimburse the Investor for its actual, reasonable legal and other expenses (including the cost of

any  investigation  and  preparation)  incurred  in  connection  therewith,  as  such  expenses  are

incurred. In addition, other than with respect to any matter in which the Investor is a named party,

the Company will pay to the Investor the charges, as reasonably determined by the Investor, for

the time of any officers or employees of the Investor devoted to appearing and preparing to

appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise

with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of

this Agreement. The reimbursement obligations of the Company under this section shall be in

addition to any liability which the Company may otherwise have, shall extend upon the same

terms and conditions to any affiliates of the Investor that are actually named in such action,

proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants,

auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate,

and shall be binding upon and inure to the benefit of any successors of the Company, the

Investor and any such affiliate and any such person.    However, in all events, if the Investor is

found to be guilty of violations of the federal or state securities laws (or pleads “no contest” or

other similar plea or settles an investigation or pleading without a specific finding of liability but is

still subject to civil or criminal liability), the Company will have no responsibility to pay any of the

Investor’s fees and expenses regardless of whether or not the Company is or is also found to

have liability.

(M)

TRANSFER AGENT. Upon effectiveness of the Registration Statement, and for

so long as the Registration Statement is effective, the Company shall deliver instructions to its

transfer agent to issue Shares to the Investor that are covered for resale by the Registration

Statement free of restrictive legends.

(N)

ACKNOWLEDGEMENT OF TERMS. The Company hereby represents and

warrants to the Investor that: (1) it is voluntarily entering into this Agreement of its own freewill, (2)

it is not entering this Agreement under economic duress, (3) the terms of this Agreement are

reasonable and fair to the Company, and (4) the Company has had independent legal counsel of

its own choosing review this Agreement, advise the Company with respect to this Agreement,

and represent the Company in connection with this Agreement.

SECTION 6. INTENTIONALLY OMITTED.

SECTION 7. CONDITIONS OF THE COMPANY'S OBLIGATION TO SELL.    The obligation

hereunder of the Company to issue and sell the Securities to the Investor is further subject to the

satisfaction, at or before each Closing Date, of each of the following conditions set forth below.

These conditions are for the Company's sole benefit and may be waived by the Company at any

time in its sole discretion.

(A)

The Investor shall have executed this Agreement and the Registration Rights

Agreement and delivered the same to the Company.

(B)

The Investor shall have delivered to the Company the Purchase Price for the

Securities being purchased by the Investor between the end  of  the Pricing Period and the

Closing Date via a Put Settlement Sheet (hereto attached as Exhibit D). Immediately after

receipt of confirmation of delivery of such Securities to the Investor, the Investor, by wire transfer

of immediately available funds pursuant to the wire instructions provided by the Company, will

disburse the funds constituting the Purchase Amount.

(C)

The representations and warranties of the Investor shall be true and correct in all

material respects as of the date when made and as of the applicable Closing Date as though

made at that time and the Investor shall have performed, satisfied and complied in all material

respects with the covenants, agreements and conditions required by the Equity Line Transaction

Documents to be performed, satisfied or complied with by the Investor on or before such Closing

Date.

(D)

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.

SECTION 8. FURTHER CONDITIONS OF THE INVESTOR'S OBLIGATION TO PURCHASE.

The obligation of the Investor hereunder to purchase Shares is subject to the satisfaction, on or

before each Closing Date, of each of the following conditions set forth below.

(A)

The Company shall have executed the Equity Line Transaction Documents and

Commitment Shares and delivered the same to the Investor.

(B)

The Common Stock shall be authorized for quotation on the Principal Market and

trading in the Common Stock shall not have been suspended by the Principal Market or the SEC,

at any time beginning on the date hereof and through and including the respective Closing Date

(excluding suspensions of not more than one (1) Trading Day resulting from business

announcements by the Company, provided that such suspensions occur prior to the Company's

delivery of the Put Notice related to such Closing).

(C)

The representations and warranties of the Company shall be true and correct in

all material respects as of the date when made and as of the applicable Closing Date as though

made at that time and the Company shall have performed, satisfied and complied in all material

respects with the covenants, agreements and conditions required by the Equity Line Transaction

Documents to be performed, satisfied or complied with by the Company on or before such

Closing  Date.  The  Investor may request an update  as of  such  Closing  Date  regarding  the

representation contained in Section 4(C) above.

(D)

The Company shall have executed and delivered to the Investor the certificates

representing, or have executed electronic book-entry transfer of, the Securities (in such

denominations as the Investor shall request) being purchased by the Investor at such Closing.

(E)

The Board of Directors of the Company shall have adopted resolutions consistent

with  Section  4(B)(2)  above  (the  “Resolutions”)  and  such  Resolutions  shall  not  have  been

amended or rescinded prior to such Closing Date.

19

(F)

INTENTIONALLY OMITTED.

(G)

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.

(H)

The Registration Statement shall be effective on each Closing Date and no stop

order suspending the effectiveness of the Registration statement shall be in effect or to the

Company's knowledge shall be pending or threatened. Furthermore, on each Closing Date (1)

neither the Company nor the Investor shall have received notice that the SEC has issued or

intends to  issue a  stop  order with  respect to such  Registration  Statement or that the  SEC

otherwise has suspended or withdrawn the effectiveness of such Registration Statement, either

temporarily or permanently, or intends or has threatened to do so (unless the SEC's concerns

have been addressed and Investor is reasonably satisfied that the SEC no longer is considering

or intends to take such action), and (2) no other suspension of the use or withdrawal of the

effectiveness of such Registration Statement or related prospectus shall exist.

(I)

At the time of each Closing, the Registration Statement (including information or

documents incorporated by reference therein) and any amendments or supplements thereto

shall not contain any untrue  statement of  a  material fact or omit  to  state  any material fact

required to be stated therein or necessary to make the statements therein not misleading or

which would require public disclosure or an update supplement to the prospectus.

(J)

If applicable, the shareholders of the Company shall have approved the issuance

of any Shares in excess of the Maximum Common Stock Issuance in accordance with Section

2(H) or the Company shall have obtained appropriate approval pursuant to the requirements of

Nevada law and the Company’s Articles of Incorporation and By-laws.

(K)

The conditions to such Closing set forth in Section 2(E) shall have been satisfied

on or before such Closing Date.

(L)

The  Company  shall  have certified  to  the  Investor  the  number  of  Shares  of

Common  Stock  outstanding  when  a  Put  Notice  is  given  to  the  Investor.    The  Company's

delivery of a Put Notice to the Investor constitutes the Company's certification of the reservation

for issuance of the necessary number of shares of Common Stock subject to a Put Notice.

SECTION 9. TERMINATION. This Agreement shall terminate upon any of the following events:

(A)

when the Investor has purchased an aggregate of $20,000,000 (twenty million

dollars) in the Common Stock of the Company pursuant to this Agreement; or,

(B)

on the date which is thirty-six (36) months after the Effective Date; or,

(C)

upon  written notice  of  the  Company to the  Investor. Any and  all shares,  or

penalties, if any,  due  under  this Agreement shall  be immediately  payable  and due  upon

termination of this Agreement.

SECTION 10. SUSPENSION.    The Company’s right to cause the Investor to purchase Shares

pursuant to a Put Notice, and the Investor’s obligation to purchase Shares under this Agreement

shall be suspended upon any of the following events, and shall remain suspended until such

event is rectified:

(A)

The trading of the Common Stock is suspended by the SEC, the Principal Market

or FINRA for a period of two (2) consecutive Trading Days during the Open Period; or,

(B)

The Common Stock ceases to be registered under the 1934 Act or listed or traded

on  the  Principal  Market.    Immediately  upon  the  occurrence  of  one  of  the  above-described

events, the Company shall send written notice of such event to the Investor.

SECTION 11. INDEMNIFICATION.    In consideration of the parties’ mutual obligations set forth

in  the Transaction Documents, each of  the parties (in such capacity, an “Indemnitor”) shall

defend, protect, indemnify and hold harmless the other and all of the other party's shareholders,

officers, directors, employees, counsel, and direct or indirect investors and any of the foregoing

person's agents or other representatives (including, without limitation, those retained in

connection with the transactions contemplated by this Agreement) (collectively, the

“Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs,

penalties,  fees,  liabilities  and  damages,  and  reasonable  expenses  in  connection  therewith

(irrespective of whether any such Indemnitee is a party to the action for which indemnification

hereunder is sought), and including reasonable attorneys' fees and disbursements (the

“Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to

(A) any material misrepresentation or breach of any representation or warranty made by the

Indemnitor in the Equity Line Transaction Documents or any other certificate, instrument or

document contemplated hereby or thereby; (B) any material breach of any covenant, agreement

or obligation of the Indemnitor contained in the Equity Line Transaction Documents or any other

certificate, instrument or document contemplated hereby or thereby; or (C) any cause of action,

suit or claim brought or made against such Indemnitee by a third party and arising out of or

resulting from the execution, delivery, performance or enforcement of   the Equity Line

Transaction Documents or any other certificate, instrument or document contemplated hereby or

thereby, except insofar as (Y) any such misrepresentation, breach or any untrue statement,

alleged  untrue  statement,  omission or  alleged  omission is made in reliance upon and  in

conformity with information furnished to Indemnitor which is specifically intended for use in the

preparation   of   any   such   Registration   Statement,   preliminary prospectus,   prospectus   or

amendments to the prospectus, (Z) any such Indemnified Liabilities resulted or arose from the

breach by the Indemnitee party hereto of any representation, warranty, covenant or agreement

of  such Indemnitee contained in the Equity Line Transaction Documents or the negligence,

recklessness, willful misconduct or bad faith of such Indemnitee. To the extent that the foregoing

undertaking by the Indemnitor may be unenforceable for any reason, the Indemnitor shall make

the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities

which is permissible under applicable law. The indemnity provisions contained herein shall be in

addition to any cause of action or similar rights Indemnitor may have, and any liabilities the

Indemnitor or the Indemnitees may be subject to.

SECTION 12. GOVERNING  LAW; DISPUTES SUBMITTED TO  ARBITRATION.  All disputes

arising under this agreement shall be governed by and interpreted in accordance with the laws of

the  Commonwealth  of  Massachusetts,  without  regard  to  principles of  conflict of  laws.    The

parties to this agreement will submit all disputes arising under this agreement to arbitration in

Boston, MA before a single arbitrator of the American Arbitration Association (“AAA”).    The

arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the

parties,   except   that   such   arbitrator   shall   be   an   attorney   admitted   to   practice   law   in

Commonwealth of Massachusetts.    No party to this Agreement will challenge the jurisdiction or

21

venue provisions as provided  in this section.  No  party to this agreement will challenge the

jurisdiction  or venue provisions as provided  in this section.    Nothing contained herein  shall

prevent the party from obtaining an injunction.

SECTION 13. LEGAL EXPENSES; AND MISCELLANEOUS EXPENSES. Except as otherwise

set forth in the Equity Line Transaction Documents, each party shall pay the fees and expenses

of  its advisers,  counsel,  the  accountants and  other experts,  if  any,  and all other expenses

incurred by such party incident to the negotiation, preparation, execution, delivery and

performance  of this  Agreement.  Any  attorneys'  fees  and  expenses  incurred  by  either  the

Company or the Investor in connection with the preparation, negotiation, execution and delivery

of any amendments to this Agreement or relating to the enforcement of the rights of any party,

after the occurrence of any breach of the terms of this Agreement by another party or any default

by another party in respect of the transactions contemplated hereunder, shall be paid on demand

by the party which breached the Agreement and/or defaulted, as the case may be. The Company

shall pay all stamp and other taxes and duties levied in connection with the issuance of any

Securities.    The Company will pay $15,000 in cash toward the preparation of the Equity Line

Transaction Document on the earlier of 1) Closing of the first Put or 2) 120 days after the date of

this Agreement.

SECTION 14. COUNTERPARTS. This Agreement may be executed in two or more identical

counterparts, all of which shall be considered one and the same agreement and shall become

effective when counterparts have been signed by each party and delivered to the other party;

provided that a facsimile signature shall be considered due execution and shall be binding upon

the signatory   thereto  with  the  same  force  and  effect  as  if  the  signature  were  an  original

signature.

SECTION 15. HEADINGS; SINGULAR/PLURAL. The headings of this Agreement are for

convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

Whenever required by the context of this Agreement, the singular shall include the plural and

masculine shall include the feminine.

SECTION 16. SEVERABILITY.   If   any   provision   of   this   Agreement   shall   be   invalid   or

unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or

enforceability of the remainder of this Agreement in that jurisdiction or the validity or

enforceability of any provision of this Agreement in any other jurisdiction.

SECTION 17. ENTIRE AGREEMENT; AMENDMENTS. This Agreement is the FINAL

AGREEMENT between the Company and the Investor with respect to the terms and conditions

set forth herein, and, the terms of this Agreement may not be contradicted by evidence of prior,

contemporaneous, or subsequent oral agreements of the Parties. No provision of this Agreement

may be amended other than by an instrument in writing signed by the Company and the Investor,

and no provision hereof may be waived other than by an instrument in writing signed by the party

against whom enforcement is sought. The execution and delivery of the Equity Line Transaction

Documents shall not alter the force and effect of any other agreements between the Parties, and

the obligations under those agreements.

SECTION 18. NOTICES. Any notices or other communications required or permitted to be given

under the terms of this Agreement must be in writing and will be deemed to have been delivered

(A) upon receipt, when delivered personally; (B) upon receipt, when sent by facsimile or email

with the signed document attached in PDF format (provided confirmation of  transmission is

mechanically or electronically generated and kept on file by the sending party); or (C) one (1) day

after  deposit  with  a  nationally  recognized  overnight  delivery  service,  in  each case  properly

addressed to the party to receive the same. The addresses and facsimile numbers for such

communications shall be:

If to the Company:

RADTEK, INC.

0000 Xxxxxxxxx Xxxxxx Xx.

Xxxxx 0000, c/o PEG

Xxxxxxxxxx, XX 00000

Telephone: (000) 000-0000

If to the Investor:

Dutchess Opportunity Fund, II, LP

00 Xxxxxxxxxxxx Xxxxxx, Xxxxx 0

Xxxxxx, XX 00000

Telephone: (000) 000-0000

Each party shall provide five (5) days prior written notice to the other party of any change in

address or facsimile number.

SECTION 19. NO ASSIGNMENT. This Agreement and any rights, agreements or obligations

hereunder may not be assigned, by operation of law, merger or otherwise, without the prior

written consent of the other party hereto, and any purported assignment by a party witho ut prior

written consent of the other party will be null and void and not binding on such other party.

Subject to the preceding sentence, all of the terms, agreements, covenants, representations,

warranties and conditions of this Agreement are binding upon, and inure to the benefit of and are

enforceable by, the parties and their respective successors and assigns.

SECTION 20. NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit

of the parties hereto and is not for the benefit of, nor may any provision hereof be enforced by,

any other person, except that the Company acknowledges that the rights of the Investor may be

enforced by its general partner.

SECTION 21. SURVIVAL. The indemnification provisions set forth in Section 11, shall survive

each of the Closings and the termination of this Agreement.

SECTION 22. PUBLICITY.  The  Company and  the  Investor  shall  consult  with  each  other  in

issuing any press releases or otherwise making public statements with respect to the

transactions contemplated hereby and no party shall issue any such press release or otherwise

make any such public statement without the prior consent of the other party, which consent shall

not be unreasonably withheld or delayed, except that no prior consent shall be required if such

disclosure is required by law, in which such case the disclosing party shall provide the other party

with prior notice of such public statement. The Investor acknowledges that this Agreement and

all or part of the Equity Line Transaction Documents may be deemed to be “material contracts”

as  that  term  is defined  by Item 601(b)(10) of  Regulation  S-B,  and  that  the  Company  may

therefore be required to file such documents as exhibits to reports or registration statements filed

under  the  1933  Act  or  the  1934  Act.    The  Investor further agrees that  the  status  of  such

documents and materials as material contracts shall be determined solely by the Company, in

consultation with its counsel.

23

SECTION 23. FURTHER ASSURANCES. Each party shall do and perform, or cause to be done

and performed, all such further acts and things, and shall execute and deliver all such other

agreements, certificates, instruments and documents, as the other party may reasonably request

in order  to  carry out  the  intent  and  accomplish the  purposes  of this  Agreement  and  the

consummation of the transactions contemplated hereby.

SECTION 24. INTENTIONALLY OMITTED.

SECTION 25. NO STRICT CONSTRUCTION. The language used in this Agreement will be

deemed to be the language chosen by the parties to express their mutual intent, and no rules of

strict construction will be applied against any party, as the parties mutually agree that each has

had a full and fair opportunity to review this Agreement and seek the advice of counsel on it.

SECTION 26. REMEDIES.  The  Investor  shall have  all rights and  remedies set forth  in  this

Agreement and  the  Registration  Rights Agreement and all rights and  remedies which  such

holders have been granted at any time under any other agreement or contract and all of the

rights which the Investor has by law. Any person having any rights under any provision of this

Agreement shall be entitled to enforce such rights specifically (without posting a bond or other

security),  to  recover damages  by  reason  of  any  default  or  breach  of  any provision  of  this

Agreement, including the recovery of reasonable attorneys fees and costs, and to exercise all

other rights granted by law.

SECTION 27. PAYMENT SET ASIDE. To the extent that the Company makes a payment or

payments to the Investor hereunder or under the Registration Rights Agreement or the Investor

enforces or exercises its rights hereunder or thereunder, and such payment or payments or the

proceeds of such enforcement or exercise or any part thereof are subsequently invalidated,

declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required

to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other

person under any law (including, without limitation, any bankruptcy law, state or federal law,

common  law or  equitable  cause  of  action),  then  to  the  extent  of  any  such  restoration  the

obligation or part thereof originally intended to be satisfied shall be revived and continued in full

force and effect as if such payment had not been made or such enforcement or setoff had not

occurred.

SECTION 28. PRICING OF COMMON STOCK. For purposes of this Agreement, the VWAP of

the Common Stock shall be as reported on a direct feed service.

SECTION 29. NON-DISCLOSURE OF NON-PUBLIC INFORMATION.

(A)

The Company shall not disclose non-public information concerning the Company

to the Investor, its advisors, or its representatives.

(B)

Nothing herein shall require the Company to disclose non-public information to

the Investor or its advisors or representatives, provided, however, that notwithstanding anything

herein  to  the  contrary,  the  Company  will,  as  hereinabove  provided,  immediately  notify  the

advisors  and  representatives of  the  Investor and,  if  any,  underwriters,  of  any  event  or  the

existence of any circumstance (without any obligation to disclose the specific event or

circumstance) of which it becomes aware, constituting non-public information (whether or not

requested of the Company specifically or generally during the course of due diligence by such

persons  or  entities),  which,  if  not  disclosed  in  the  prospectus  included  in  the  Registration

Statement would cause such prospectus to include a material misstatement or to omit a material

fact  required  to  be  stated  therein  in  order  to  make  the  statements,  therein,  in  light  of  the

circumstances in which they were made, not misleading. Nothing contained in this Section 29

shall be construed to mean that such persons or entities other than the Investor (without the

written consent of the Investor prior to disclosure of such information) may not obtain non-public

information  in  the  course  of  conducting  due  diligence  in  accordance  with  the  terms of  this

Agreement and nothing herein shall prevent any such persons or entities from notifying the

Company of their opinion that based on such due diligence by such persons or entities, that the

Registration Statement contains an untrue statement of material fact or omits a material fact

required  to  be  stated  in  the  Registration  Statement  or  necessary  to  make  the  statements

contained therein, in light of the circumstances in which they were made, not misleading.

SECTION 30. ACKNOWLEDGEMENTS OF THE PARTIES.    Notwithstanding anything in this

Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (A)

the Investor makes no representations or covenants that it will not engage in trading in the

securities of the Company, other than the Investor will not sell any of the Company's common

stock at any time during a Pricing Period; (B) the Company shall, by 8:30 a.m. Boston Time on

the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the

material terms of the transactions contemplated hereby and in the other Equity Line Transaction

Documents; (C) the Company has not and shall not provide material non-public information to

the Investor unless prior thereto the Investor shall have executed a written agreement regarding

the confidentiality and use of such information; and (D) the Company understands and confirms

that the Investor will be relying on the acknowledgements set forth in clauses (A) through (C)

above if the Investor effects any transactions in the securities of the Company.

[Signature Page Follows]

25

SIGNATURE PAGE OF INVESTMENT AGREEMENT

Your signature on this Signature Page evidences your agreement to be bound by the

terms and conditions of the Investment Agreement and the Registration Rights Agreement as of

the date first written above.

The undersigned signatory hereby certifies that he has read and  understands the

Investment Agreement, and the representations made by the undersigned in this Investment

Agreement are true and accurate, and agrees to be bound by its terms.

DUTCHESS OPPORTUNITY FUND, II, LP

By:

Xxxxxxx X. Xxxxxxxx

Managing Member of:

Dutchess Capital Management, II, LLC

General Partner to:

Dutchess Opportunity Fund, II, LP

RADTEK, INC.

By:

______

Xxxxx Xxxx Xxx

President

LIST OF EXHIBITS

EXHIBIT A

Registration Rights Agreement

EXHIBIT B

Opinion of Company's Counsel

EXHIBIT C

Put Notice

EXHIBIT D

Put Settlement Sheet

EXHIBIT E

Amended Articles of Incorporation Amending Par Value of Shares

EXHIBIT A

REGISTRATION RIGHTS AGREEMENT

(Attached)

A-1

EXHIBIT B

OPINION OF COMPANY’S COUNSEL

(Attached)

B-1

EXHIBIT C

FORM OF PUT NOTICE

Date:

RE: Put Notice Number

Dear Xx. Xxxxxxxx:

This is to inform you that as of today, [Company Name]. an XXXXX corporation (the "Company"), hereby

elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity

Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company

hereby certifies that:

1. The undersigned is the duly elected ______________ of the Company.

2. There are no fundamental changes to the information set forth in the Registration Statement which

would require the Company to file a post effective amendment to the Registration Statement.

3. The Company has performed in all material respects all covenants and agreements to be performed by

the Company and has complied in all material respects with all obligations and conditions contained in this

Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all

covenants  and  agreements  to  be  performed  by  the  Company  through  the  applicable  Put  Date. All

conditions to the delivery of this Put Notice are satisfied as of the date hereof.

4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”)

required to be made by it pursuant to applicable securities laws (including, without limitation, all filings

required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC

Filings and other public disclosures made by the Company, including, without limitation, all press releases,

analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved

for release by the Company’s attorneys and, if containing financial information, the Company’s

independent certified public accountants. None of the Company’s Public Disclosures contain any untrue

statement of a material fact or omit to state any material fact required to be stated therein or necessary to

make  the statements  therein,  in  the  light  of the  circumstances  under which they  were made,  not

misleading.

5. The amount of this put is up to

shares.

6. The Pricing Period runs from

until

.

7. The Suspension Price is $

.

8. The current number of shares issued and outstanding as of the Company are:

9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1

for the Equity Line are:

.

[Company Name]

By:

Name:

Title:

EXHIBIT D

FORM OF PUT SETTLEMENT SHEET

Date:

RE:    RADTEK CO, LTD

Dear

:

Pursuant to the Put given by RADTEK CO, LTD to Dutchess Opportunity Fund, II, LP on

20__, we are now submitting the amount of common shares for you to issue to

Dutchess.

Please deliver __________ shares without restrictive legend via book entry to Dutchess

Opportunity Fund, II, LP immediately to the following account:

XXXXXX

Once these shares are received by us, we will have the funds wired to the Company.

Regards,

Xxxxxxx X. Xxxxxxxx

DATE

PRICE

Date of Day 1

VWAP of Day 1

Date of Day 2

VWAP of Day 2

Date of Day 3

VWAP of Day 3

Date of Day 4

VWAP of Day 4

Date of Day 5

VWAP of Day 5

LOWEST VWAP IN PRICING PERIOD

PUT AMOUNT

PURCHASE PRICE (NINETY-FIVE PERCENT (95%))

AMOUNT OF SHARES DUE

The undersigned has completed this Put as of this ___th day of _________, 20__.

RADTEK, INC.

By:

Name:

Title: