STOCK
      PURCHASE AGREEMENT


    


    This
      Stock Purchase Agreement, dated as of May 23, 2008, (this "AGREEMENT") is
      entered into by and among Oucast, Inc., a Nevada corporation, (the "COMPANY")
      and __________________ (the "PURCHASER"). The parties, intending to be legally
      bound, hereby agree as follows:

    


    1.
      SALE
      OF COMMON STOCK. Subject to the terms and conditions of this Agreement, Company
      hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase
      from
      Company an aggregate of 500,000 shares of Company's Common Stock (the "Shares"),
      at the purchase price of $0.05 per share for an aggregate purchase price of
      $25,000.00.

    


    2.
      PAYMENT OF PURCHASE PRICE. The purchase price for the Shares shall be paid
      by
      delivery to Company at the time of execution of this Agreement of a check,
      wire
      transfer, or any combination thereof, in the amount of $25,000.00, payable
      to
      Company (the "Closing Date").

    


    3.
      REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and
      warrants to Purchaser that, the statements contained in the following paragraphs
      of this Section 4 are all true and correct as of the Closing Date:

    


    (a)
      ORGANIZATION AND STANDING: ARTICLES AND BYLAWS. Company is a corporation duly
      organized, validly existing and in good standing under the laws of the State
      of
      Nevada and has all requisite corporate power and authority to carry on its
      business as now conducted.

    


    (b)
      CORPORATE POWER. Company has all requisite legal and corporate power to enter
      into, execute and deliver this Agreement. This Agreement will be valid and
      binding obligations of Company, enforceable in accordance with their terms,
      except as the same may be limited by bankruptcy, insolvency, moratorium, and
      other laws of general application affecting the enforcement of creditors'
      rights.

    


    (c)
      AUTHORIZATION.

    


    (1)
      CORPORATE ACTION. All corporate and legal action on the part of Company, its
      officers, directors and shareholders necessary for the execution and delivery
      of
      this Agreement the sale and issuance of the Shares and the performance of
      Company's obligations hereunder have been taken.

    


    (2)
      VALID
      ISSUANCE. The Shares of Common Stock issued ( the "SECURITIES"), when issued
      in
      compliance with the provisions of this Agreement will be validly issued and
      will
      be free of any liens or encumbrances; PROVIDED, HOWEVER, that the Securities
      may
      be subject to restrictions on transfer under state and/or federal securities
      laws as set forth herein, and as may be required by future changes in such
      laws.

    


    (d)
      GOVERNMENT CONSENT, ETC. No consent, approval, order or authorization of, or
      designation, registration, declaration or filing with, any federal, state,
      local
      or other governmental authority on the part of Company is required in connection
      with the valid execution and delivery of this Agreement or the offer, sale
      or
      issuance of the Securities, other than, if required, filings or qualifications
      under the California Corporate Securities Law of 1968, as amended (the
      "CALIFORNIA LAW"), or other applicable blue sky laws, which filings or
      qualifications, if required, will be timely filed or obtained by
      Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.
      REPRESENTATIONS AND WARRANTIES BY PURCHASER. Purchaser represents and warrants
      to Company as of the Closing Date as follows:

    


    (a)
      INVESTMENT INTENT: AUTHORITY. This Agreement is made with Purchaser in reliance
      upon Purchaser's representation to Company, evidenced by Purchaser's execution
      of this Agreement, that Purchaser is acquiring the Securities for investment
      for
      Purchaser's own account, not as nominee or agent, for investment and not with
      a
      view to, or for resale in connection with, any distribution or public offering
      thereof within the meaning of the Securities Act of 1933, as amended, (the
      "SECURITIES ACT") or the California Law. Purchaser has the full right, power,
      authority and capacity to enter into and perform this Agreement and the
      Agreement will constitute a valid and binding obligation upon Purchaser, except
      as the same may be limited by bankruptcy, insolvency, moratorium,
      and other laws of general application affecting the enforcement of creditors'
      rights.

    


    (b)
      SECURITIES NOT REGISTERED. Purchaser understands and acknowledges that the
      offering of the Securities pursuant to this Agreement will not be registered
      under the Securities Act or qualified under the California Law on the grounds
      that the offering and sale of securities contemplated by this Agreement are
      exempt from registration under the Securities Act and exempt from qualification
      pursuant to section 25102(f) of the California Law, and that Company's reliance
      upon such exemptions is predicated upon Purchaser's representations set forth
      in
      this Agreement. Purchaser acknowledges and understands that resale of the
      Securities may be restricted indefinitely unless the Securities are subsequently
      registered under the Securities Act and qualified under the California Law
      or an
      exemption from such registration and such qualification is available. Purchaser
      acknowledges that Company is under no obligation to effect any registration
      with
      respect to the Securities or to file for or comply with any exemption from
      registration.

    


    (c)
      KNOWLEDGE AND EXPERIENCE. Purchaser (i) has such knowledge and experience in
      financial and business matters as to be capable of evaluating the merits and
      risks of Purchaser's prospective investment in the Securities; (ii) has the
      ability to bear the economic risks of Purchaser's prospective investment; (iii)
      has had all questions which have been asked by Purchaser satisfactorily answered
      by Company; and (iv) has not been offered the Securities by any form of
      advertisement, article, notice or other communication published in any
      newspaper, magazine, or similar media or broadcast over television or radio,
      or
      any seminar or meeting whose attendees have been invited by any such media.
      

    


    5.
      LEGENDS. Company will place the following legends on each certificate
      representing Securities:

    


    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
      THE
      SECURITIES ACT OF 1933, AS AMENDED ("ACT"), OR ANY APPLICABLE
      STATE SECURITIES LAWS ("BLUE SKY LAWS"). ANY TRANSFER
      OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION
      STATEMENT UNDER THE ACT OR AS REQUIRED BY BLUE SKY
      LAWS
      IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL
      SATISFACTORY TO THE COMPANY SUCH REGISTRATION IS UNNECESSARY
      IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT OR
      BLUE
      SKY LAWS.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.
      MISCELLANEOUS.

    


    (a)
      WAIVERS AND AMENDMENTS. Any provision of this Agreement may be amended, waived
      or modified upon the written consent of Company and Purchaser.

    


    (b)
      GOVERNING LAW. This Agreement and all actions arising out of or in connection
      with this Agreement shall be governed by and construed in accordance with the
      laws of the State of California, without regard to the conflicts of law
      provisions of the State of California or of any other state. The parties
      acknowledge and agree that the exclusive venue and jurisdiction of any dispute
      arising out of this Agreement shall be a federal or state court located in
      the
      County of San Diego, California.

    


    (c)
      ENTIRE AGREEMENT. This Agreement together with the exhibits attached hereto
      constitute the full and entire understanding and agreement between the parties
      with regard to the subjects hereof and thereof.

    


    (d)
      SURVIVAL. The representations, warranties, covenants and agreements made herein
      shall survive the execution and delivery of this Agreement.

    


    (e)
      EXPENSES. Company shall pay on demand all reasonable fees and expenses incurred
      by Purchaser, including reasonable legal fees and expenses in connection with
      the preparation, execution and delivery of this Agreement up to a maximum amount
      of $5,000.

    


    (f)
      NOTICES, ETC. Any notice, request or other communication required or permitted
      hereunder shall be in writing and shall be deemed to have been duly given (i)
      upon receipt if personally delivered, (ii) three (3) days after being mailed
      by
      registered or certified mail, postage prepaid, or (iii) one day after being
      sent
      by recognized overnight courier or by facsimile, if to Purchaser,
      at c/o Company at 2658 Del Mar Heights Road Suite 323, Del Mar CA 92014, or
      at
      such other address or number as Purchaser shall have furnished to Company in
      writing, or if to Company, at 2658 Del Mar Heights Road, Suite 223, Del Mar
      CA
      92014 or at such other address or number as Company shall have furnished to
      Purchaser in writing.

    


    (g)
      VALIDITY. If any provision of this Agreement shall be judicially determined
      to
      be invalid, illegal or unenforceable, the validity, legality and enforceability
      of the remaining provisions shall not in any way be affected or impaired
      thereby.

    


    (h)
      COUNTERPARTS. This Agreement may be executed in any number of counterparts,
      each
      of which shall be an original, but all of which together shall be deemed to
      constitute one instrument.

    


    (i)
      ASSIGNMENT. The terms and conditions of this Agreement shall inure to the
      benefit of and be binding upon the respective successors and assigns of the
      parties. Nothing in this Agreement, express or implied, is intended to confer
      upon any party other than the parties hereto or their respective successors
      and
      assigns any rights, remedies, obligations, or liabilities under or by reason
      of
      this Agreement, except as expressly provided in this Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SIGNATURES
      ON NEXT PAGE 


    


    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
      and
      delivered by their proper and duly authorized officers as of the date and year
      first written above.

     

    
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