Exhibit 10.1


                         SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this "Agreement") is dated as of February
29, 2016, between Empire Global Corp., a Delaware corporation (the "Company"),
an unaffiliated private investor, a New York limited liability company
("Purchaser").

                                    RECITALS

A.  The Company and the Purchaser are executing and delivering this Agreement in
    reliance upon the exemption from securities registration provided by
    Section 4(a)(2) of the Securities Act of 1933, as amended; and

B.  Purchaser wishes to purchase from the Company, and the Company wishes to
    sell and issue to the Purchaser, upon the terms and conditions stated in
    this Agreement:

    (i) a Convertible Promissory Note, in the form attached hereto as Exhibit A,
        (the "Note"), convertible into shares of common stock, $0.0001 par
        value per share, of Company (the "Common Stock"), upon the terms and
        subject to the limitations and conditions set forth in such Note, in
        principal amounts as follows:(ii) a Warrant to Purchase Shares of
        Common Stock, each substantially in the form attached hereto as Exhibit
        B (the "Warrant"), (iii) a Registration Rights Agreement, in the form
        attached hereto as Exhibit C (the "Registration Rights Agreement"),
        (iv) a Guaranty substantially in the form attached hereto at Exhibit D
        (the "Guaranty"), and (v) an irrevocable reserve letter signed by the
        Company and its transfer agent substantially in the form attached
        hereto at Exhibit E (the "Reserve Letter" and, collectively with the
        Note, Warrant, Registration Rights Agreement and Guaranty, and all
        other certificates, documents, agreements, resolutions and instruments
        delivered to any party under or in connection with this Agreement, as
        the same may be amended from time to time, the "Transaction
        Documents"); and

        a.  Six hundred thousand ($600,000) payable on the Closing Date; and

        b.  One hundred fifty thousand ($150,000) payable no later than 30 days
            after the Closing Date.

   (ii) a Warrant to purchase an amount of Shares of Common Stock of the Company
        equal to 25% of the principal amount of each Note substantially in the
        form attached hereto as Exhibit B (the "Warrant"); and

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this
Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and Purchaser agree as
follows:


                                   ARTICLE I.
                                  DEFINITIONS

1.1  Definitions.  In addition to the terms defined elsewhere in this Agreement,
     for all purposes of this Agreement, the following terms have the meanings
     set forth in this Section 1.1:


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"Acquiring Person" shall have the meaning ascribed to such term in Section 4.5.

"Action" shall have the meaning ascribed to such term in Section 3.1(m).

"Affiliate" means any Person that, directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with a
Person as such terms are used in and construed under Rule 405 under the
Securities Act.

"Board of Directors" means the board of directors of the Company.

"Business Day" means any day except any Saturday, any Sunday, any day which is a
federal legal holiday in the United States or any day on which banking
institutions in the State of New York are authorized or required by law or other
governmental action to close.

"Closing" means the closing of the purchase and sale of the Securities pursuant
to Section 2.1.

"Closing Date" means the Trading Day on which all of the Transaction Documents
have been executed and delivered by the applicable parties thereto, and all
conditions precedent to (i) the Purchaser's obligations to fund the Note and
(ii) the Company's obligations to deliver the Securities, in each case, have
been satisfied or waived, but in no event later than February 29, 2016.

"Common Stock" means the common stock of the Company and any other class of
securities into which such securities may hereafter be reclassified or changed.

"Common Stock Equivalents" means any securities of the Company or the
Subsidiaries which would entitle the holder thereof to acquire at any time
Common Stock, including, without limitation, any debt, preferred stock, right,
option, warrant or other instrument that is at any time convertible into or
exercisable or exchangeable for, or otherwise entitles the holder thereof to
receive, Common Stock.

"Company Counsel" means Julian L. Doyle, LLB, Beard Winter, LLP.

"Company's Knowledge" means the actual knowledge of the executive officers (as
defined in Rule 405 under the Securities Act) of the Company, after due inquiry.

"Consents" shall have the meaning ascribed to such term in Section 3.1(e).

"Control" (including the terms "controlling", "controlled by" or "under common
control with") means the possession, direct or indirect, of the power to direct
or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or otherwise.

"Conversion Shares" means all shares of Common Stock issuable upon conversion of
all or any portion of the Note.

"Effective Date" means the date on which the initial Registration Statement is
declared effective by the SEC.

"Effectiveness Deadline" means the date on which the initial Registration
Statement is required to be declared effective by the SEC under the terms of the
Registration Rights Agreement.

"Evaluation Date" shall have the meaning ascribed to such term in
Section 3.1(s).

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"Excepted Issuance" means the issuance of any of the Company's securities
including Common Stock or Common Stock Equivalents at a price that is higher
than the Per Share Purchase Price as such term is defined herein and that are
not issued as a consequence of any of the Company's existing Agreements as of
the Closing Date and a Fundamental Transaction as defined in the Note.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.

"Fundamental Transaction" shall have the meaning ascribed to in the Note,
paragraph 2.1(c).

"GAAP" shall have the meaning ascribed to such term in Section 3.1(g).

"Indebtedness" means (x) any liabilities for borrowed money or amounts owed in
excess of $50,000 (other than trade accounts payable incurred in the ordinary
course of business), (y) all guaranties, endorsements and other contingent
obligations in respect of indebtedness of others, whether or not the same are or
should be reflected in the Company's consolidated balance sheet (or the notes
thereto), except guaranties by endorsement of negotiable instruments for deposit
or collection or similar transactions in the ordinary course of business; and
(z) the present value of any lease payments in excess of $50,000 due under
leases required to be capitalized in accordance with GAAP.

"Insider" means each director, executive officer, other officer of the Company
participating in the offering, any beneficial owner of 20% or more of the
Company's outstanding voting equity securities, calculated on the basis of
voting power, and any promoter connected with the Company in any capacity on the
date hereof.

"Intellectual Property Rights" means the rights to use, all patents, patent
applications, trademarks, trademark applications, service marks, trade names,
trade secrets, inventions, copyrights, licenses and other intellectual property
rights and similar rights necessary or required for use in connection with their
respective businesses as described in the SEC Reports and which the failure to
so have could have a Material Adverse Effect.

"Liens" means a lien, charge, pledge, security interest, encumbrance, right of
first refusal, preemptive right or other restriction.

"Material Adverse Effect" means a material adverse effect on (i) the assets,
liabilities, results of operations, condition (financial or otherwise),
business, or prospects of the Company and its Subsidiaries taken as a whole, or
(ii) the ability of the Company to perform its obligations under the Transaction
Documents.

"Material Contract" or "Material Permit" means any contract, instrument or other
agreement to which the Company or any Subsidiary is a party or by which it is
bound which is material to the business of the Company and its Subsidiaries,
taken as a whole, including those that have been filed or were required to have
been filed as an exhibit to the SEC Filings pursuant to Item 601(b)(4) or
Item 601(b)(10) of Regulation S-K.

"Per Share Purchase Price" equals $0.85, subject to adjustment for reverse and
forward stock splits, stock dividends, stock combinations and other similar
transactions of the Common Stock that occur after the date of this Agreement.




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<PAGE>

"Person" means an individual or corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or subdivision thereof) or other entity
of any kind.

"Proceeding" means an action, claim, suit, investigation or proceeding
(including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened.

"Registration Statement" has the meaning set forth in the Registration Rights
Agreement which registers the sale of the Shares, the Warrants and the Warrant
Shares to the Purchaser.

"Registrable Shares" means any Notes, Conversion Shares, Shares, Warrants or
Warrant Shares issued to the Purchaser under this Agreement that have not been
registered.

"Rule 144" means Rule 144 promulgated by the SEC pursuant to the Securities Act,
as such Rule may be amended or interpreted from time to time, or any similar
rule or regulation hereafter adopted by the SEC having substantially the same
purpose and effect as such Rule.

"Rule 424" means Rule 424 promulgated by the SEC pursuant to the Securities Act,
as such Rule may be amended or interpreted from time to time, or any similar
rule or regulation hereafter adopted by the SEC having substantially the same
purpose and effect as such Rule.

"SEC" means the U.S. Securities and Exchange

"SEC Filings" shall have the meaning ascribed to such term in Section 3.1(f).

"Securities" means the Shares, the Warrants and the Warrant Shares.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.

"Shares" means the shares of Common Stock issued or issuable to Purchaser
pursuant to this Agreement.

"Short Sales" means all "short sales" as defined in Rule 200 of Regulation SHO
under the Exchange Act.

"Subsidiary" means any subsidiary of the Company as set forth on
Schedule 3.1(a), and shall, where applicable, also include any direct or
indirect subsidiary of the Company formed or acquired after the date hereof.

"Trading Day" means a day on which the principal Trading Market is open for
trading.

"Trading Market" means any of the following markets or exchanges on which the
Common Stock is listed or quoted for trading on the date in question: the
NYSE AMEX, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq
Global Select Market, the New York Stock Exchange or the OTC Markets, LLC
(or any successors to any of the foregoing).

"Transfer Agent" means Signature Stock Transfer, Inc the current transfer agent
of the Company, with a mailing address of 2632 Coachlight Court Plano, TX 75075
and a facsimile number of (972) 612-4122 and any successor transfer agent of the
Company.

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"Warrants" means, collectively, the Common Stock purchase warrants delivered to
the Purchaser at the Closing in accordance with Section 2.2(a) hereof, which
Warrants shall be exercisable after the six month anniversary of the date of
issuance until the third anniversary of the date of issuance, in the form of
Exhibit B attached hereto.

"Warrant Shares" means the shares of Common Stock issuable upon exercise of the
Warrants.


                                   ARTICLE II.
                               PURCHASE AND SALE

2.1  Closing.  On the Closing Date, upon the terms and subject to the conditions
     set forth herein, substantially concurrent with the execution and delivery
     of this Agreement by the parties hereto, the Company agrees to sell, and
     the Purchaser agrees to purchase, the Note and Warrants.  Purchaser shall
     deliver to the Company, via wire transfer, or a certified check of
     immediately available funds, equal to $750,000 (the "Purchase Price") and
     the Company shall deliver to Purchaser the Note and a Warrant as determined
     pursuant to Section 2.2(a), and the Company and Purchaser shall deliver the
     other items set forth in Section 2.2 deliverable at the Closing.  Upon
     satisfaction of the covenants and conditions set forth in Sections 2.2 and
     2.3, the Closing shall occur at such location as the parties shall mutually
     agree.

2.2  Deliveries.
     (a)  On or prior to the Closing Date, the Company shall deliver or cause to
          be delivered to Purchaser the following:

          (i)   this Agreement duly executed by the Company;

          (ii)  a signed original of the Note in the form of Exhibit A in the
                principal amount of $600,000 attached hereto;

          (iii) a Warrant registered in the name of Purchaser to purchase up to
                130,435 shares, in the form of Exhibit B attached hereto;

          (iv)  a signed copy of the Registration Rights Agreement in the form
                of Exhibit C attached hereto (the "Registration Rights
                Agreement");

          (v)   a signed copy of the Guaranty in the form of Exhibit D attached
                hereto (the "Guaranty"); and

          (vi)  a copy of the irrevocable instructions to the Company's transfer
                agent instructing to reserve shares in amounts as specified in
                this Agreement in the form of Exhibit E attached hereto (the
                "Reserve Letter").

     (b)  On a date that is no later than 30 days after the Closing Date, the
          Company shall deliver or cause to be delivered to Purchaser the
          following:

          (i)   a signed original of the Note in the form of Exhibit A in the
          principal amount of $150,000 attached hereto;

          (ii)  a Warrant registered in the name of Purchaser to purchase up to
          32,609 Shares of Common Stock of the Company, in the form of Exhibit B
          attached hereto;
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<PAGE>

The Agreement collectively with the Note, Warrant, Registration Rights Agreement
and Guaranty, and all other certificates, documents, agreements, resolutions and
instruments delivered to any party under or in connection with this Agreement,
as the same may be amended from time to time, the "Transaction Documents".)

     (c)  On or prior to the Closing Date, Purchaser shall deliver or cause to
          be delivered to the Company the following:

          (i)   this Agreement duly executed by Purchaser; and
          (ii)  payment of $600,000 of immediately available funds.

     (d)  On a date that is no later than 30 days after the Closing Date,
          Purchaser shall deliver or cause to be delivered to the Company a
          payment of $150,000 of immediately available funds.

2.3  Closing Conditions

     (a)  The obligations of the Company hereunder in connection with the
          Closing are subject to the following conditions being met:

          (i)   the accuracy in all material respects on the Closing Date of the
                representations and warranties of the Purchaser contained herein
                (unless as of a specific date therein in which case they shall
                be accurate as of such date);
          (ii)  all obligations, covenants and agreements of Purchaser required
                to be performed at or prior to the Closing Date except the
                obligations set forth in Section 2.2(d) shall have been
                performed; and
          (iii) the delivery by Purchaser of the items set forth in
                Section 2.2(c) of this Agreement.

     (b)  The respective obligations of the Purchaser in connection with the
          Closing are subject to the following conditions being met:

          (i)   the accuracy in all material respects when made and on the
                Closing Date of the representations and warranties of the
                Company contained herein (unless as of a specific date therein);
          (ii)  all obligations, covenants and agreements of the Company
                required to be performed at or prior to the Closing Date except
                the obligations set forth in Section 2.2(b) shall have been
                performed;
          (iii) the delivery by the Company of the items set forth in
                Section 2.2(a) of this Agreement;
          (iv)  there shall have been no Material Adverse Effect with respect to
                the Company since the date hereof; and
          (v)   from the date hereof to the Closing Date, trading in the Common
                Stock shall not have been suspended by the SEC or the Company's
                principal Trading Market, and, at any time prior to the Closing
                Date, trading in securities generally as reported by Bloomberg
                L.P. shall not have been suspended or limited, or minimum
                prices shall not have been established on securities whose
                trades are reported by such service, or on any Trading Market,
                nor shall a banking moratorium have been declared either by the
                United States or New York State authorities nor shall there
                have occurred any material outbreak or escalation of
                hostilities or other national or international calamity of such
                magnitude in its effect on, or any material adverse change in,
                any financial market which, in each case, in the reasonable
                judgment of Purchaser, makes it impracticable or inadvisable to
                purchase the Securities at the Closing.
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<PAGE>

                                  ARTICLE III.
                        REPRESENTATIONS AND WARRANTIES

3.1  Representations and Warranties of the Company.  The Company hereby
     represents and warrants to the Purchaser that, except as set forth in the
     schedules delivered herewith (collectively, the "Disclosure Schedules"):

     (a)  Organization, Good Standing and Qualification.  Each of the Company
          and its Subsidiaries is a corporation duly organized, validly existing
          and in good standing under the laws of the jurisdiction of its
          incorporation and has all requisite corporate power and authority to
          carry on its business as now conducted and to own or lease its
          properties.  Each of the Company and its Subsidiaries is duly
          qualified to do business as a foreign corporation and is in good
          standing in each jurisdiction in which the conduct of its business or
          its ownership or leasing of property makes such qualification or
          leasing necessary unless the failure to so qualify has not had and
          could not reasonably be expected to have a Material Adverse Effect.
          The Company's Subsidiaries are listed on Schedule 3.1(a) hereto.

     (b)  Authorization.  The Company has full power and authority and has taken
          all requisite action on the part of the Company, its officers,
          directors and stockholders necessary for (i) the authorization,
          execution and delivery of the Transaction Documents, (ii) the
          authorization of the performance of all obligations of the Company
          hereunder or thereunder, and (iii) the authorization, issuance (or
          reservation for issuance) and delivery of the Shares.  The Transaction
          Documents constitute the legal, valid and binding obligations of the
          Company, enforceable against the Company in accordance with their
          terms, subject to bankruptcy, insolvency, fraudulent transfer,
          reorganization, moratorium and similar laws of general applicability,
          relating to or affecting creditors' rights generally and to general
          equitable principles and except as rights to indemnity and
          contribution may be limited by state or federal securities laws or
          public policy.

     (c)  Capitalization.  Schedule 3.1(b) sets forth, as of the date hereof (a)
          the authorized capital stock of the Company; (b) the number of shares
          of capital stock issued and outstanding; (c) the number of shares of
          capital stock issuable pursuant to the Company's stock plans; and (d)
          the number of shares of capital stock issuable and reserved for
          issuance pursuant to securities (other than the Shares) exercisable
          for, or convertible into or exchangeable for any shares of capital
          stock of the Company.  All of the issued and outstanding shares of the
          Company's capital stock have been duly authorized and validly issued
          and are fully paid, nonassessable and free of pre-emptive rights and
          were issued in compliance with applicable state and federal securities
          law and any rights of third parties. In addition except as described
          on Schedule 3.1(b):

          (i)    all of the issued and outstanding shares of capital stock of
                 each Subsidiary have been duly authorized and validly issued
                 and are fully paid, nonassessable and free of pre-emptive
                 rights, were issued in compliance with applicable state and
                 federal securities law and any rights of third parties and are
                 owned by the Company, beneficially and of record, subject to no
                 lien, encumbrance or other adverse claim.
          (ii)   no Person is entitled to pre-emptive or similar statutory or
                 contractual rights with respect to any securities of the
                 Company.
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<PAGE>

          (iii)  there are no outstanding warrants, options, convertible
                 securities or other rights, agreements or arrangements of any
                 character under which the Company or any of its Subsidiaries is
                 or may be obligated to issue any equity securities of any kind
                 and except as contemplated by this Agreement, neither the
                 Company nor any of its Subsidiaries is currently in
                 negotiations for the issuance of any equity securities of any
                 kind.
          (iv)   and except for the Registration Rights Agreement, there are no
                 voting agreements, buy-sell agreements, option or right of
                 first purchase agreements or other agreements of any kind among
                 the Company and any of the security holders of the Company
                 relating to the securities of the Company held by them.
          (v)    and except as provided in the Registration Rights Agreement, no
                 Person has the right to require the Company to register any
                 securities of the Company under the Securities Act, whether on
                 a demand basis or in connection with the registration of
                 securities of the Company for its own account or for the
                 account of any other Person.
          (vi)   the issuance and sale of the Shares hereunder will not obligate
                 the Company to issue shares of Common Stock or other securities
                 to any other Person (other than the Purchaser) and will not
                 result in the adjustment of the exercise, conversion, exchange
                 or reset price of any outstanding security.

The Company does not have outstanding stockholder purchase rights or "poison
pill" or any similar arrangement in effect giving any Person the right to
purchase any equity interest in the Company upon the occurrence of certain
events.

     (d)  Valid Issuance.  The Shares have been duly and validly authorized and,
          when issued and paid for pursuant to this Agreement, will be validly
          issued, fully paid and nonassessable, and shall be free and clear of
          all encumbrances and restrictions (other than those created by the
          Purchaser), except for restrictions on transfer set forth in the
          Transaction Documents or imposed by applicable securities laws.

     (e)  Consents.  The authorization, execution, delivery and performance of
          the Transaction Documents and the offer, issuance and sale of the
          Shares require no consent of, action by or in respect of, or filing
          with, any Person, governmental body, agency, or official other than
          filings that have been made pursuant to applicable state securities
          laws and post-sale filings pursuant to applicable state and federal
          securities laws which the Company undertakes to file within the
          applicable time periods.  Subject to the accuracy of the
          representations and warranties of each Purchaser set forth in
          Section 3.2 hereof, the Company has taken all action necessary to
          exempt (i) the issuance and sale of the Shares and (ii) the other
          transactions contemplated by the Transaction Documents from the
          provisions of any stockholder rights plan or other "poison pill"
          arrangement, any anti-takeover, business combination or control share
          law or statute binding on the Company or to which the Company or any
          of its assets and properties may be subject and any provision of the
          Company's Certificate of Incorporation or Bylaws that is or could
          reasonably be expected to become applicable to the Purchaser as a
          result of the transactions contemplated hereby, including without
          limitation, the issuance of the Shares and the ownership, disposition
          or voting of the Shares by the Purchaser or the exercise of any right
          granted to the Purchaser pursuant to this Agreement or the other
          Transaction Documents.
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<PAGE>

     (f)  SEC Filings.  The Company has made available to the Purchaser through
          the EDGAR system, true and complete copies of the Company's most
          recent Annual Report on Form 10-K for the fiscal year ended
          December 31, 2014, as amended (the "10-K"), and all other reports
          filed by the Company pursuant to the Exchange Act since the filing of
          the 10-K and prior to the date hereof (each, as amended prior to the
          date hereof, collectively, the "SEC Filings").  The SEC Filings are
          the only filings required of the Company pursuant to the Exchange Act
          for such period.  The Company and its Subsidiaries are engaged in all
          material respects only in the business described in the SEC Filings
          and the SEC Filings contain a complete and accurate description in all
          material respects of the business of the Company and its Subsidiaries,
          taken as a whole.

     (g)  Financial Statements.  The financial statements included in each SEC
          Filings comply in all material respects with applicable accounting
          requirements and the rules and regulations of the SEC with respect
          thereto as in effect at the time of filing (or to the extent corrected
          by a subsequent restatement) and present fairly, in all material
          respects, the consolidated financial position of the Company as of the
          dates shown and its consolidated results of operations and cash flows
          for the periods shown, and such financial statements have been
          prepared in conformity with United States generally accepted
          accounting principles applied on a consistent basis ("GAAP") (except
          as may be disclosed therein or in the notes thereto, and, in the case
          of quarterly financial statements, as permitted by Form 10-Q under the
          Exchange Act).  Except as set forth in the financial statements of the
          Company included in the SEC Filings filed prior to the date hereof or
          as described on Schedule 3.1(g), neither the Company nor any of its
          Subsidiaries has incurred any liabilities, contingent or otherwise,
          except those incurred in the ordinary course of business, consistent
          (as to amount and nature) with past practices since the date of such
          financial statements, none of which, individually or in the aggregate,
          have had or could reasonably be expected to have a Material Adverse
          Effect.

     (h)  Use of Proceeds. The Company shall use the net proceeds from the sale
          of the Securities hereunder for working capital purposes only and
          shall not use such proceeds: (a) for the redemption of any Common
          Stock or Common Stock Equivalents, (b) for the settlement of any
          outstanding litigation, (c) for the repayment of any officers,
          directors, affiliates or related party claims other than the
          reimbursement of expenses incurred in the ordinary course of business;
          or (c) in violation of the "FCPA" (means the Foreign Corrupt Practices
          Act) or applicable regulations.

     (i)  No Material Adverse Change.  Except as identified and described in the
          SEC Filings or as described on Schedule 3.1(i), there has not been:

          (i)    any change in the consolidated assets, liabilities, financial
                 condition or operating results of the Company from that
                 reflected in the financial statements included in the Company's
                 Quarterly Report on 10-Q for the period ended
                 September 30, 2015, except for changes in the ordinary course
                 of business which have not had and could not reasonably be
                 expected to have a Material Adverse Effect, individually or in
                 the aggregate;



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<PAGE>

          (ii)   any declaration or payment of any dividend, or any
                 authorization or payment of any distribution, on any of the
                 capital stock of the Company, or any redemption or repurchase
                 of any securities of the Company;
          (iii)  any material damage, destruction or loss, whether or not
                 covered by insurance to any assets or properties of the Company
                 or its Subsidiaries;
          (iv)   any waiver, not in the ordinary course of business, by the
                 Company or any Subsidiary of a material right or of a material
                 debt owed to it;
          (v)    any satisfaction or discharge of any lien, claim or encumbrance
                 or payment of any obligation by the Company or a Subsidiary,
                 except in the ordinary course of business and which is not
                 material to the assets, properties, financial condition,
                 operating results or business of the Company and its
                 Subsidiaries taken as a whole (as such business is presently
                 conducted and as it is presently proposed to be conducted);
          (vi)   any violation or default on or notice of violation or default
                 on any indenture, loan or credit agreement or any other
                 agreement or instrument to which the Company is a party or by
                 which it or any of its properties are bound;
          (vii)  any change or amendment to the Company's Certificate of
                 Incorporation or Bylaws, or material change to any Material
                 Contract by which the Company or any Subsidiary is bound or to
                 which any of their respective assets or properties is subject;
          (viii) any material labor difficulties or labor union organizing
                 activities with respect to employees of the Company or any
                 Subsidiary;
          (ix)   any violation or breach of any material term of any employment
                 contract, confidentiality, disclosure or proprietary
                 information agreement or non-competition agreement, or any
                 other contract or agreement or any restrictive covenant in
                 favor of any third party, and the continued employment of all
                 employees and executive officers does not subject the Company
                 or any of its subsidiaries to any liability with respect to the
                 foregoing matter;
          (x)    any material transaction entered into by the Company or a
                 Subsidiary other than in the ordinary course of business; or;
          (xi)   any other event, judgement, violation of law or condition of
                 any character that has had or could reasonably be expected to
                 have a Material Adverse Effect.

     (j)  No Conflict, Breach, Violation or Default.  The authorization,
          execution, delivery and performance of the Transaction Documents by
          the Company and the authorization, issuance and sale of the Shares
          will not (i) conflict with or result in a breach or violation of (a)
          any of the terms and provisions of, or constitute a default under the
          Company's Articles of Incorporation or the Company's Bylaws, both as
          in effect on the date hereof (true and complete copies of which have
          been made available to the Purchaser through the EDGAR system), or (b)
          any statute, rule, regulation or order of any governmental agency or
          body or any court, domestic or foreign, having jurisdiction over the
          Company, any Subsidiary or any of their respective assets or
          properties, or (ii) conflict with, or constitute a default (or an
          event that with notice or lapse of time or both would become a
          default) under, result in the creation of any lien, encumbrance or
          other adverse claim upon any of the properties or assets of the
          Company or any Subsidiary or give to others any rights of termination,
          amendment, acceleration or cancellation (with or without notice, lapse

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<PAGE>

          of time or both) of, any Material Contract, in the case of (i)(b) and
          (ii) above, except for any such conflicts, violations, defaults or
          adverse claims that could not reasonably be expected to result in a
          Material Adverse Effect, individually or in the aggregate.

     (k)  Title to Properties.  Except as disclosed in the SEC Filings, the
          Company and each Subsidiary has good and marketable title to all real
          properties and all other properties and assets owned by it, in each
          case free from liens, encumbrances and defects that would materially
          affect the value thereof or materially interfere with the use made or
          currently planned to be made thereof by them; and except as disclosed
          in the SEC Filings, the Company and each Subsidiary holds any leased
          real or personal property under valid and enforceable leases with no
          exceptions that would materially interfere with the use made or
          currently planned to be made thereof by them.

     (l)  Certificates, Authorities and Permits.  The Company and each
          Subsidiary possess adequate certificates, authorities or permits
          issued by appropriate governmental agencies or bodies necessary to
          conduct the business now operated by it, the lack of which could not
          reasonably be expected to result in a Material Adverse Effect,
          individually or in the aggregate, and neither the Company nor any
          Subsidiary has received any notice of proceedings relating to the
          revocation or modification of any such certificate, authority or
          permit that, if determined adversely to the Company or such
          Subsidiary, could reasonably be expected to have a Material Adverse
          Effect, individually or in the aggregate.

     (m)  Litigation.  Except as described on Schedule 3.1(m), there are no
          pending actions, suits or proceedings against or affecting the
          Company, its Subsidiaries or any of its or their properties; and no
          such actions, suits or proceedings have been threatened in writing or,
          to the Company's Knowledge, orally.  Neither the Company nor any
          Subsidiary, nor any director or officer thereof in his capacity as
          such, is or since January 1, 2013 has been the subject of any action
          involving a claim of violation of or liability under federal or state
          securities laws or a claim of breach of fiduciary duty.  There has not
          been, and to the Company's Knowledge, there is not pending or
          threatened, any investigation by the SEC involving the Company or any
          current or former director or officer of the Company.  The SEC has not
          issued any stop order or other order suspending the effectiveness of
          any registration statement filed by the Company or any Subsidiary
          under the Securities Act or the Exchange Act.

     (n)  Compliance with OTCQB Requirements.  The Common Stock is quoted on the
          OTCQB, a public marketplace operated by OTC Markets Group Inc. (the
          "OTCQB"), and the Company has taken no action designed to remove, or
          likely to have the effect of removing, the Common Stock from quotation
          of the Common Stock from the OTCQB, nor has the Company received any
          notification that the SEC, the OTCQB or the Financial Industry
          Regulatory Authority, Inc. ("FINRA") is contemplating terminating such
          quotation. The Company will take all action reasonably necessary to
          continue the listing and trading of its Common Stock on a OTCQB Market
          or better and will comply in all respects with the Company's
          reporting, filing and other obligations under the bylaws or rules of
          the OTCQB Market or better.




                                      11
<PAGE>

     (o)  No Directed Selling Efforts or General Solicitation.  Neither the
          Company nor any Person acting on its behalf has conducted any general
          solicitation or general advertising (as those terms are used in
          Regulation D) in connection with the offer or sale of any of the
          Shares.

     (p)  Private Placement.  Subject to the accuracy of the representations and
          warranties in Section 3.2, the offer and sale of the Shares to the
          Purchaser as contemplated hereby is exempt from the registration
          requirements of the Securities Act.

     (q)  Shell Company Status.  The Company is not an issuer identified in
          Rule 144(i)(1).  The Company is in compliance with the requirements of
          Rule 144(i)(2) and filed its "Form 10 information" more than a year
          prior to the date hereof.

     (r)  Questionable Payments.  Neither the Company nor any of its
          Subsidiaries nor, to the Company's Knowledge, any of their respective
          current or former stockholders, directors, officers, employees, agents
          or other Persons acting on behalf of the Company or any Subsidiary,
          has on behalf of the Company or any Subsidiary or in connection with
          their respective businesses: (a) used any corporate funds for unlawful
          contributions, gifts, entertainment or other unlawful expenses
          relating to political activity; (b) made any direct or indirect
          unlawful payments to any governmental officials or employees from
          corporate funds; (c) established or maintained any unlawful or
          unrecorded fund of corporate monies or other assets; (d) made any
          false or fictitious entries on the books and records of the Company or
          any Subsidiary; or (e) made any unlawful bribe, rebate, payoff,
          influence payment, kickback or other unlawful payment of any nature.

     (s)  Transactions with Affiliates and Employees.  Neither the Company nor
          any of its Subsidiaries nor, to the Company's Knowledge, any of their
          respective current or former stockholders, directors, officers,
          employees, agents or other Persons acting on behalf of the Company or
          any Subsidiary, on behalf of the Company or any Subsidiary or in
          connection with their respective businesses is presently or have been
          a party to any contract or transaction of any nature which (a) in each
          case creates an Indebtedness and (b) have not been disclosed in
          SEC Filings.

     (t)  Internal Controls.  The Company is in material compliance with the
          provisions of the Sarbanes-Oxley Act of 2002 currently applicable to
          the Company.  The Company and the 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 GAAP and to maintain asset accountability,
          (iii) access to assets is permitted only in accordance with
          management's general or specific authorization, 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.  The Company has established disclosure controls and
          procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
          for the Company and designed such disclosure controls and procedures
          to ensure that material information relating to the Company, including
          the Subsidiaries, is made known to the certifying officers by others
          within those entities, particularly during the period in which the

                                      12
<PAGE>

          Company's most recently filed periodic report under the Exchange Act,
          as the case may be, is being prepared.  The Company has established
          internal control over financial reporting (as defined in Exchange Act
          Rules 13a-15(f) and 15d-15(f)) to provide reasonable assurance
          regarding the reliability of financial reporting and the preparation
          of financial statements for external purposes in accordance with GAAP.
          The Company's certifying officers have evaluated the effectiveness of
          the Company's disclosure controls and procedures and the Company's
          internal control over financial reporting (collectively, "internal
          controls") as of the end of the period covered by the most recently
          filed periodic report under the Exchange Act (such date, the
          "Evaluation Date").  The Company presented in its most recently filed
          periodic report under the Exchange Act the conclusions of the
          certifying officers about the effectiveness of such internal controls
          based on their evaluations as of the Evaluation Date.  Since the
          Evaluation Date, there have been no significant changes in the
          Company's internal controls or, to the Company's Knowledge, in other
          factors that could significantly affect the Company's internal
          controls.  The Company maintains and will continue to maintain a
          standard system of accounting established and administered in
          accordance with GAAP and the applicable requirements of the Exchange
          Act.

     (u)  Disclosures.  Neither the Company nor any Person acting on its behalf
          has provided the Purchaser or their agents or counsel with any
          information that constitutes or might constitute material, non-public
          information, other than the terms of the transactions contemplated
          hereby.  All press releases together with other public disclosures
          included in SEC Filings disseminated by the Company over the twelve
          months preceding this Agreement taken as a whole together with all
          written materials furnished by or on behalf of the Company and
          delivered to the Purchaser in connection with the transactions
          contemplated by the Transaction Documents do not contain any untrue
          statement of a material fact or omit to state a material fact
          necessary in order to make the statements contained therein, in light
          of the circumstances under which they were made, not misleading.

     (v)  Taxes.  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 or any Subsidiary know of no basis for any such claim. The
          Company has filed or will file all tax returns required by taxing
          authority of any jurisdiction and has set aside on its books provision
          reasonably adequate for the payment of all material taxes for periods
          subsequent to the periods to which any United States federal, state
          and local income and all foreign income and franchise tax returns,
          reports or declarations apply.

     (w)  Assets of Foreign Assets Control.  Neither the Company or any
          Subsidiary nor, to the Company's knowledge, any director, officer,
          agent, employee or affiliate of the Company  or any Subsidiary is
          currently subject to any U.S. sanctions administered by the Office of
          Foreign Assets Control of the U.S. Treasury Department ("OFAC").

     (x)  Money Laundering.  The operations of the Company and its Subsidiaries
          are and have been conducted at all times in compliance with applicable
          financial record-keeping and reporting requirements of the Currency
          and Foreign Transactions Reporting Act of 1970, as amended, applicable
          money laundering statutes and applicable rules and regulations
          thereunder (collectively, the "Money Laundering Laws"), and no action,

                                      13
<PAGE>

          suit or proceeding by or before any court or governmental agency,
          authority or body or any arbitrator involving the Company or any
          Subsidiary with respect to the Money Laundering Laws is pending or, to
          the knowledge of the Company or any Subsidiary, threatened.

3.2  Representations and Warranties of the Purchaser.  Purchaser, for itself and
     for no other, hereby represents and warrants as of the date hereof and as
     of the Closing Date to the Company as follows (unless as of a specific date
     therein):

     (a)  Organization; Authority.  Purchaser is either an individual or an
          entity duly incorporated or formed, validly existing and in good
          standing under the laws of the jurisdiction of its incorporation or
          formation with full right, corporate, partnership, limited liability
          company or similar power and authority to enter into and to consummate
          the transactions contemplated by this Agreement and otherwise to carry
          out its obligations hereunder and thereunder.  The execution and
          delivery of this Agreement and performance by Purchaser of the
          transactions contemplated by this Agreement have been duly authorized
          by all necessary corporate, partnership, limited liability company or
          similar action, as applicable, on the part of Purchaser.  Each
          Transaction Document to which it is a party has been duly executed by
          Purchaser, and when delivered by Purchaser in accordance with the
          terms hereof, will constitute the valid and legally binding obligation
          of Purchaser, enforceable against it in accordance with its terms,
          except: (i) as limited by general equitable principles and applicable
          bankruptcy, insolvency, reorganization, moratorium and other laws of
          general application affecting enforcement of creditors' rights
          generally, (ii) as limited by laws relating to the availability of
          specific performance, injunctive relief or other equitable remedies
          and (iii) insofar as indemnification and contribution provisions may
          be limited by applicable law.

     (b)  Understandings or Arrangements.  Purchaser is acquiring the Securities
          as principal for its own account and has no direct or indirect
          arrangement or understandings with any other persons to distribute or
          regarding the distribution of such Securities (this representation and
          warranty not limiting Purchaser's right to sell the Securities
          pursuant to the Registration Statement or otherwise in compliance with
          applicable federal and state securities laws).

     (c)  Restricted Securities.  Such Purchaser understands that the Shares are
          characterized as "restricted securities" under the U.S. federal
          securities laws inasmuch as they are being acquired from the Company
          in a transaction not involving a public offering and that under such
          laws and applicable regulations such securities may be resold without
          registration under the Securities Act only in certain limited
          circumstances.

     (d)  Legends.  It is understood that, except as provided below,
          certificates evidencing the Shares may bear the following or any
          similar legend:

          "The securities represented hereby have not been registered with the
          Securities and Exchange Commission or the securities commission of any
          state in reliance upon an exemption from registration under the
          Securities Act of 1933, as amended, and, accordingly, may not be
          transferred unless (i) such securities have been registered for sale
          pursuant to the Securities Act of 1933, as amended, (ii) such

                                      13
<PAGE>

          securities may be sold pursuant to Rule 144, or (iii) the Company has
          received an opinion of counsel reasonably satisfactory to it that such
          transfer may lawfully be made without registration under the
          Securities Act of 1933, as amended."

     (e)  Purchaser Status.  At the time Purchaser was offered the Securities,
          it was, and as of the date hereof it is, and on each date on which it
          exercises any Warrants, it will be either: (i) an "Accredited
          Purchaser" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or
          (a)(8) under the Securities Act or (ii) a "qualified institutional
          buyer" as defined in Rule 144A(a) under the Securities Act.

     (f)  Experience of Purchaser.  Purchaser, either alone or together with its
          representatives, has such knowledge, sophistication and experience in
          business and financial matters so as to be capable of evaluating the
          merits and risks of the prospective investment in the Securities, and
          has so evaluated the merits and risks of such investment.  Purchaser
          is able to bear the economic risk of an investment in the Securities
          and, at the present time, is able to afford a complete loss of such
          investment.  The Purchaser understands that nothing in this Agreement,
          the Warrant, the Registration Rights Agreement or any other materials
          presented to the Purchaser in connection with the purchase and sale of
          the Securities constitutes legal, tax or investment advice.  The
          Purchaser has consulted such legal, tax and investment advisors and
          made such investigation as it, in its sole discretion, has deemed
          necessary or appropriate in connection with its purchase of
          Securities.

     (g)  Certain Transactions.  Other than consummating the transactions
          contemplated hereunder, Purchaser has not, nor has any Person acting
          on behalf of or pursuant to any understanding with Purchaser, directly
          or indirectly executed any purchases or sales, including Short Sales,
          of the securities of the Company during the period commencing as of
          the time that Purchaser first received a term sheet (written or oral)
          from the Company or any other Person representing the Company setting
          forth the material terms of the transactions contemplated hereunder
          and ending immediately prior to the execution hereof.

     (h)  No Trading Market for Warrants. The Purchaser understands that there
          is no established public trading market for the Warrants and that the
          Company does not expect such a market to develop.  In addition, the
          Company does not intend to apply for listing the Warrants on any
          securities exchange.  Without an active market, the liquidity of the
          Warrants will be limited.

The Company acknowledges and agrees that the representations contained in
Section 3.2 shall not modify, amend or affect Purchaser's right to rely on the
Company's representations and warranties contained in this Agreement or any
representations and warranties contained in any other Transaction Document or
any other document or instrument executed and/or delivered in connection with
this Agreement or the consummation of the transaction contemplated hereby.









                                      15
<PAGE>

                                   ARTICLE IV.
                        OTHER AGREEMENTS OF THE PARTIES

4.1  Warrant Shares.  If all or any portion of a Warrant is exercised at a time
     when there is an effective registration statement to cover the issuance or
     resale of the Warrant Shares or if the Warrant is exercised via cashless
     exercise, the Warrant Shares issued pursuant to any such exercise shall be
     issued free of all legends.  If at any time following the date hereof the
     Registration Statement (or any subsequent registration statement
     registering the sale or resale of the Warrant Shares) is not effective or
     is not otherwise available for the sale or resale of the Warrant Shares,
     the Company shall immediately notify the holders of the Warrants in writing
     that such registration statement is not then effective and thereafter shall
     promptly notify such holders when the registration statement is effective
     again and available for the sale or resale of the Warrant Shares (it being
     understood and agreed that the foregoing shall not limit the ability of the
     Company to issue, or Purchaser to sell, any of the Warrant Shares in
     compliance with applicable federal and state securities laws).  The Company
     shall use best efforts to file a registration statement (including the
     Registration Statement) registering the issuance or resale of the Warrant
     Shares effective during the term of the Warrants.

4.2  Furnishing of Information.  Until the earliest of the time that (i) no
     Purchaser owns Securities or (ii) the Warrants have expired, the Company
     covenants use all reasonable efforts to timely file (or obtain extensions
     in respect thereof and file within the applicable grace period) all reports
     required to be filed by the Company after the date hereof pursuant to the
     Exchange Act, if the Company is subject to the reporting requirements of
     the Exchange Act.

4.3  Integration.  The Company shall not sell, offer for sale or solicit offers
     to buy or otherwise negotiate in respect of any security (as defined in
     Section 2 of the Securities Act) that would be integrated with the offer or
     sale of the Securities for purposes of the rules and regulations of any
     Trading Market such that it would require shareholder approval prior to the
     closing of such other transaction unless shareholder approval is obtained
     before the closing of such subsequent transaction.

4.4  Securities Laws Disclosure; Publicity.  The Company shall (a) by 9:00 a.m.
     (New York City time) on the Trading Day immediately following the date
     hereof or as soon as practicable thereafter, issue a press release
     disclosing the material terms of the transactions contemplated hereby, and
     (b) file a Current Report on Form 8-K, including the Transaction Documents
     as exhibits thereto, with the SEC within the time required by the Exchange
     Act.  From and after the issuance of such press release, the Company
     represents to the Purchaser that it shall have publicly disclosed all
     material, non-public information delivered to Purchaser by the Company or
     any of its Subsidiaries, or any of their respective officers, directors,
     employees or agents in connection with the transactions contemplated by the
     Transaction Documents.  The Company and Purchaser shall consult with each
     other in issuing any other press releases with respect to the transactions
     contemplated hereby, and neither the Company nor Purchaser shall issue any
     such press release nor otherwise make any such public statement without the
     prior consent of the Company, with respect to any press release of
     Purchaser, or without the prior consent of Purchaser, with respect to any
     press release of the Company, which consent shall not unreasonably be
     withheld or delayed, except if such disclosure is required by law, in which
     case the disclosing party shall promptly provide the other party with prior
     notice of such public statement or communication.  Notwithstanding the

                                      16
<PAGE>

     foregoing, the Company shall not publicly disclose the name of Purchaser,
     or include the name of Purchaser in any filing with the SEC or any
     regulatory agency or Trading Market, without the prior written consent of
     Purchaser, except (a) as required by federal securities law in connection
     with the filing of final Transaction Documents (including signature pages
     thereto) with the SEC and (b) to the extent such disclosure is required by
     law or Trading Market regulations.

4.5  Shareholder Rights Plan.  No claim will be made or enforced by the Company
     or, with the consent of the Company, any other Person, that Purchaser is an
     "Acquiring Person" under any control share acquisition, business
     combination, poison pill (including any distribution under a rights
     agreement) or similar anti-takeover plan or arrangement in effect or
     hereafter adopted by the Company, or that Purchaser could be deemed to
     trigger the provisions of any such plan or arrangement, by virtue of
     receiving Securities under the Transaction Documents or under any other
     agreement between the Company and Purchaser.

4.6  Indemnification of Purchaser.  Subject to the provisions of this
     Section 4.6, the Company will indemnify and hold Purchaser and its
     directors, officers, shareholders, members, partners, employees and agents
     (and any other Persons with a functionally equivalent role of a Person
     holding such titles notwithstanding a lack of such title or any other
     title), each Person who controls Purchaser (within the meaning of
     Section 15 of the Securities Act and Section 20 of the Exchange Act), and
     the directors, officers, shareholders, agents, members, partners or
     employees (and any other Persons with a functionally equivalent role of a
     Person holding such titles notwithstanding a lack of such title or any
     other title) of such controlling persons (each, a "Purchaser Party")
     harmless from any and all losses, liabilities, obligations, claims,
     contingencies, damages, costs and expenses, including all judgments,
     amounts paid in settlements, court costs and reasonable attorneys' fees and
     costs of investigation that Purchaser Party may suffer or incur as a result
     of or relating to (a) any breach of any of the representations, warranties,
     covenants or agreements made by the Company in this Agreement or in the
     other Transaction Documents or (b) any action instituted against the
     Purchaser Parties in any capacity, or any of them or their respective
     Affiliates, by any stockholder of the Company who is not an Affiliate of
     Purchaser Party, with respect to any of the transactions contemplated by
     the Transaction Documents (unless such action is based upon a breach of
     Purchaser Party's representations, warranties or covenants under the
     Transaction Documents or any agreements or understandings Purchaser Party
     may have with any such stockholder or any violations by Purchaser Party of
     state or federal securities laws or any conduct by Purchaser Party which
     constitutes fraud, gross negligence, willful misconduct or malfeasance).
     If any action shall be brought against Purchaser Party in respect of which
     indemnity may be sought pursuant to this Agreement, Purchaser Party shall
     promptly notify the Company in writing, and the Company shall have the
     right to assume the defense thereof with counsel of its own choosing
     reasonably acceptable to the Purchaser Party.  Purchaser Party shall have
     the right to employ separate counsel in any such action and participate in
     the defense thereof, but the fees and expenses of such counsel shall be at
     the expense of Purchaser Party except to the extent that (i) the employment
     thereof has been specifically authorized by the Company in writing,
     (ii) the Company has failed after a reasonable period of time to assume
     such defense and to employ counsel or (iii) in such action there is, in the
     reasonable opinion of counsel, a material conflict on any material issue
     between the position of the Company and the position of Purchaser Party, in


                                      17
<PAGE>

     which case the Company shall be responsible for the reasonable fees and
     expenses of no more than one such separate counsel.  The Company will not
     be liable to Purchaser Party under this Agreement (y) for any settlement by
     a Purchaser Party effected without the Company's prior written consent,
     which shall not be unreasonably withheld or delayed; or (z) to the extent,
     but only to the extent that a loss, claim, damage or liability is
     attributable to Purchaser Party's breach of any of the representations,
     warranties, covenants or agreements made by Purchaser Party in this
     Agreement or in the other Transaction Documents.  The indemnification
     required by this Section 4.6 shall be made by periodic payments of the
     amount thereof during the course of the investigation or defense, as and
     when bills are received or are incurred.  The indemnity agreements
     contained herein shall be in addition to any cause of action or similar
     right of Purchaser Party against the Company or others, and (y) any
     liabilities the Company may be subject to pursuant to law. The Company
     further agrees to indemnify the Purchaser against all actions, suits,
     proceedings, claims, expenses, loss, damages, costs, charges and
     liabilities whatsoever which may arise as a result of the payment of the
     principal amounts made by the Purchaser in instalments set forth in
     Section 2.2(c) and Section 2.2(d).

4.7  Limitations of the Guaranty.  Purchaser covenants and agrees that the
     Guaranty shall be contestable and restricted as to the rights of the
     Purchaser to make any claim for remedy on the Guaranty until such time
     that the covenants and conditions of the Purchaser set forth in Sections
     2.2 and 2.3 have been satisfied. Notwithstanding the foregoing sentence
     and notwithstanding anything contained in this Agreement to the contrary,
     the Purchaser expressly acknowledges and agrees that the Purchaser waives
     its right to make a claim for remedy under the Guaranty unless all of the
     principal amounts due under this Agreement are paid in full to the
     Company. The Company covenants and agrees that the Guaranty shall have
     full force and effect upon payment of the principal amounts in full by the
     Purchaser to the Company.

4.8  Certain Transactions and Confidentiality.  Purchaser covenants that neither
     it nor any Affiliate acting on its behalf or pursuant to any understanding
     with it will execute any purchases or sales, including Short Sales of any
     of the Company's securities during the period commencing with the execution
     of this Agreement and ending at such time that the transactions
     contemplated by this Agreement are first publicly announced pursuant to any
     press release as described in Section 4.4.  Purchaser covenants that until
     such time as the transactions contemplated by this Agreement are publicly
     disclosed by the Company pursuant to any press release as described in
     Section 4.4, Purchaser will maintain the confidentiality of the existence
     and terms of this transaction and the information included in the
     Disclosure Schedules.  Notwithstanding the foregoing and notwithstanding
     anything contained in this Agreement to the contrary, the Company expressly
     acknowledges and agrees that (i) no Purchaser makes any representation,
     warranty or covenant hereby that it will not engage in effecting
     transactions in any securities of the Company after the time that the
     transactions contemplated by this Agreement are publicly announced pursuant
     to any press release as described in Section 4.4, (ii) no Purchaser shall
     be restricted or prohibited from effecting any transactions in any
     securities of the Company in accordance with applicable securities laws
     from and after the time that the transactions contemplated by this
     Agreement are first publicly announced pursuant to the initial press
     release as described in Section 4.4 and (iii) no Purchaser shall have any
     duty of confidentiality to the Company or its Subsidiaries after the
     issuance of any press release as described in Section 4.4.

                                      18
<PAGE>

4.9  Certain Proceedings Involving Company Officer.  Company has provided and
     Purchaser has performed due diligence and background research on Company
     and its affiliates including, without limitation, Michele Ciavarella, and,
     to their satisfaction, have made inquiries with respect to all matters they
     may consider relevant to the undertakings and relationships contemplated by
     the Transaction Documents including, among other things, the following:

     -  https://www.osc.gov.on.ca/en/Proceedings_soa_20041221
                                                          _firestar-capital.htm;
     -  https://www.osc.gov.on.ca/en/Proceedings_oth_20130221_firestar.htm;
     -  Her Majesty the Queen vrs. Michael Ciavarella (Case #PR029008).

The Parties, being aware of the matters described in this Section 4.9,
acknowledge and agree that such matters, or any similar matters, have been
resolved and have no bearing on the transactions contemplated by the Transaction
Documents. The Parties covenant and agree they will not use any such information
as a defense to performance of its obligations under the Transaction Documents
or in any attempt to avoid, modify or reduce such obligations.

4.10  Independent Evaluation.  In entering into this Agreement, the Company and
     the Purchaser acknowledge and affirm that:

     (i)   each party has relied and will rely solely on the terms of this
           Agreement and upon their own independent analysis, evaluation and
           investigation of, and judgment with respect to, the business,
           economic, legal, tax or other consequences of the transactions
           contemplated hereby;
     (ii)  each party is acting solely at arm's length with respect to the
           Transaction Documents and the transactions contemplated thereby; and
     (iii) neither party is acting as an advisor or fiduciary to the other party
           with respect to the Transaction Documents and the transactions
           contemplated thereby.


                                   ARTICLE V.
                                 MISCELLANEOUS

5.1  Termination.  This Agreement may be terminated by Purchaser, as to
     Purchaser's obligations hereunder only and without any effect whatsoever on
     the obligations between the Company, by written notice to the Company, if
     the Closing has not been consummated on or before February 29, 2016.

5.2  Fees and Expenses.  The Company consents to the application by the
     Purchaser of $15,000 of the loan proceeds at closing to be paid to
     Purchaser's counsel or to reimburse Purchaser for attorneys' fees and costs
     incurred in connection with this transaction.  There are no brokerage or
     finder's fees or commissions, except as expressly set forth herein and in
     the Transaction Documents to the contrary, each party shall pay the fees
     and expenses of its advisers, counsel, 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.  The Company shall pay commissions on closing to JH Darbie &
     Co., Inc. and all Transfer Agent fees, stamp taxes and other taxes and
     duties levied in connection with the delivery of any Securities to the
     Purchaser.





                                      19
<PAGE>

5.3  Entire Agreement.  The Transaction Documents, together with the exhibits
     and schedules thereto, contain the entire understanding of the parties with
     respect to the subject matter hereof and thereof and shall supersede,
     cancel and replace all prior agreements and understandings, oral or
     written, with respect to such matters, which the parties acknowledge have
     been merged into such documents, exhibits and schedules.

5.4  Notices.  Any and all notices or other communications or deliveries
     required or permitted to be provided hereunder shall be in writing and
     shall be deemed given and effective on the earliest of: (a) the date of
     transmission, if such notice or communication is delivered via facsimile at
     the facsimile number set forth on the signature pages attached hereto at or
     prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next
     Trading Day after the date of transmission, if such notice or communication
     is delivered via facsimile at the facsimile number set forth on the
     signature pages attached hereto on a day that is not a Trading Day or later
     than 5:30 p.m. (New York City time) on any Trading Day, (c) the second
     (2nd) Trading Day following the date of mailing, if sent by U.S. nationally
     recognized overnight courier service or (d) upon actual receipt by the
     party to whom such notice is required to be given.  The address for such
     notices and communications shall be as set forth on the signature pages
     attached hereto.

5.5  Amendments; Waivers.  No provision of this Agreement may be waived,
     modified, supplemented or amended except in a written instrument signed, in
     the case of an amendment, by the Company and the Purchaser.  No waiver of
     any default with respect to any provision, condition or requirement of this
     Agreement shall be deemed to be a continuing waiver in the future or a
     waiver of any subsequent default or a waiver of any other provision,
     condition or requirement hereof, nor shall any delay or omission of any
     party to exercise any right hereunder in any manner impair the exercise of
     any such right.

5.6  Headings.  The headings herein are for convenience only, do not constitute
     a part of this Agreement and shall not be deemed to limit or affect any of
     the provisions hereof.

5.7  Successors and Assigns.  This Agreement shall be binding upon and inure to
     the benefit of the parties and their successors and permitted assigns.  The
     Company may not assign this Agreement or any rights or obligations
     hereunder without the prior written consent of Purchaser (other than by
     merger).  Purchaser may assign any or all of its rights under this
     Agreement to any Person to whom Purchaser assigns or transfers any
     Securities, provided that such transferee agrees in writing to be bound,
     with respect to the transferred Securities, by the provisions of the
     Transaction Documents that apply to Purchaser.

5.8  No Third-Party Beneficiaries.  This Agreement is intended for the benefit
     of the parties hereto and their respective successors and permitted assigns
     and is not for the benefit of, nor may any provision hereof be enforced by,
     any other Person, except as otherwise set forth in Section 4.6.

5.9  Governing Law.  All questions concerning the construction, validity,
     enforcement and interpretation of the Transaction Documents shall be
     governed by and construed and enforced in accordance with the internal laws
     of the State of New York, without regard to the principles of conflicts of
     law thereof.  Each party agrees that all legal proceedings concerning the
     interpretations, enforcement and defense of the transactions contemplated
     by this Agreement and any other Transaction Documents (whether brought

                                      20
<PAGE>

     against a party hereto or its respective affiliates, directors, officers,
     shareholders, partners, members, employees or agents) shall be commenced
     exclusively in the state and federal courts sitting in the City of New
     York.  Each party hereby irrevocably submits to the exclusive jurisdiction
     of the state and federal courts sitting in the City of New York, Borough of
     Manhattan for the adjudication of any dispute hereunder or in connection
     herewith or with any transaction contemplated hereby or discussed herein
     (including with respect to the enforcement of any of the Transaction
     Documents), and hereby irrevocably waives, and agrees not to assert in any
     suit, action or proceeding, any claim that it is not personally subject to
     the jurisdiction of any such court, that such suit, action or proceeding is
     improper or is an inconvenient venue for such proceeding.  Each party
     hereby irrevocably waives personal service of process and consents to
     process being served in any such suit, action or proceeding by mailing a
     copy thereof via registered or certified mail or overnight delivery (with
     evidence of delivery) to such party at the address in effect for notices to
     it under this Agreement and agrees that such service shall constitute good
     and sufficient service of process and notice thereof.  Nothing contained
     herein shall be deemed to limit in any way any right to serve process in
     any other manner permitted by law.  If either party shall commence an
     action, suit or proceeding to enforce any provisions of the Transaction
     Documents, then, in addition to the obligations of the Company under
     Section 4.6, the prevailing party in such action, suit or proceeding shall
     be reimbursed by the other party for its reasonable attorneys' fees and
     other costs and expenses incurred with the investigation, preparation and
     prosecution of such action or proceeding.  IN ANY ACTION, SUIT, OR
     PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER
     PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT
     PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
     IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

5.10  Survival.  The representations and warranties contained herein shall
      survive the Closing and the delivery of the Securities.

5.11  Execution.  This Agreement may be executed in two or more counterparts,
      all of which when taken together shall be considered one and the same
      agreement and shall become effective when counterparts have been signed
      by each party and delivered to each other party, it being understood that
      the parties need not sign the same counterpart.  In the event that any
      signature is delivered by facsimile transmission or by e-mail delivery of
      a ".pdf" format data file, such signature shall create a valid and binding
      obligation of the party executing (or on whose behalf such signature is
      executed) with the same force and effect as if such facsimile or ".pdf"
      signature page were an original thereof.

5.12  Severability.  If any term, provision, covenant or restriction of this
      Agreement is held by a court of competent jurisdiction to be invalid,
      illegal, void or unenforceable, the remainder of the terms, provisions,
      covenants and restrictions set forth herein shall remain in full force and
      effect and shall in no way be affected, impaired or invalidated, and the
      parties hereto shall use their commercially reasonable efforts to find and
      employ an alternative means to achieve the same or substantially the same
      result as that contemplated by such term, provision, covenant or
      restriction.  It is hereby stipulated and declared to be the intention of
      the parties that they would have executed the remaining terms, provisions,
      covenants and restrictions without including any of such that may be
      hereafter declared invalid, illegal, void or unenforceable.



                                      21
<PAGE>

5.13  Rescission and Withdrawal Right.  Notwithstanding anything to the contrary
      contained in (and without limiting any similar provisions of) any of the
      other Transaction Documents, whenever Purchaser exercises a right,
      election, demand or option under a Transaction Document and the Company
      does not timely perform its related obligations within the periods therein
      provided, then Purchaser may rescind or withdraw, in its sole discretion
      from time to time upon written notice to the Company, any relevant notice,
      demand or election in whole or in part without prejudice to its future
      actions and rights; provided, however, that in the case of a rescission of
      an exercise of a Warrant, the applicable Purchaser shall be required to
      return any shares of Common Stock subject to any such rescinded exercise
      notice concurrently with the return to Purchaser of the aggregate exercise
      price paid to the Company for such shares and the restoration of
      Purchaser's right to acquire such shares pursuant to Purchaser's Warrant
      (including, issuance of a replacement warrant certificate evidencing such
      restored right).

5.14  Replacement of Securities.  If any certificate or instrument evidencing
      any Securities is mutilated, lost, stolen or destroyed, the Company shall
      issue or cause to be issued in exchange and substitution for and upon
      cancellation thereof (in the case of mutilation), or in lieu of and
      substitution therefor, a new certificate or instrument, but only upon
      receipt of evidence reasonably satisfactory to the Company of such loss,
      theft or destruction.  The applicant for a new certificate or instrument
      under such circumstances shall also pay any reasonable third-party costs
      (including customary indemnity) associated with the issuance of such
      replacement Securities.

5.15  Remedies.  In addition to being entitled to exercise all rights provided
      herein or granted by law, including recovery of damages, Purchaser and the
      Company will be entitled to specific performance under the Transaction
      Documents.  The parties agree that monetary damages may not be adequate
      compensation for any loss incurred by reason of any breach of obligations
      contained in the Transaction Documents and hereby agree to waive and not
      to assert in any action for specific performance of any such obligation
      the defense that a remedy at law would be adequate.

5.16  Payment Set Aside.  To the extent that the Company makes a payment or
      payments to Purchaser pursuant to any Transaction Document or Purchaser
      enforces or exercises its rights 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.

5.17  [Intentionally omitted.]

5.18  Saturdays, Sundays, Holidays, etc.  If the last or appointed day for the
      taking of any action or the expiration of any right required or granted
      herein shall not be a Business Day, then such action may be taken or such
      right may be exercised on the next succeeding Business Day.



                                      22
<PAGE>

5.19  Construction. The parties agree that each of them and/or their respective
      counsel have reviewed and had an opportunity to revise the Transaction
      Documents and, therefore, the normal rule of construction to the effect
      that any ambiguities are to be resolved against the drafting party shall
      not be employed in the interpretation of the Transaction Documents or any
      amendments thereto.  In addition, each and every reference to share prices
      and shares of Common Stock in any Transaction Document shall be subject to
      adjustment for reverse and forward stock splits, stock dividends, stock
      combinations and other similar transactions of the Common Stock that occur
      after the date of this Agreement.


IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


EMPIRE GLOBAL CORP. (the "Company")
Attn.: Michele Ciavarella, CEO
Suite 701 - 130 Adelaide Street, West
Toronto, Ontario, Canada M5H 2K4


By:___________________________
       Michele Ciavarella, CEO

PURCHASER ("Purchaser")



By:___________________________

Its Managing Member

Counsel for the Company:
Julian L. Doyle, LLB Beard Winter, LLP
Facsimile: (416) 593-7760
Email: ceo.emgl@emglcorp.com,

Counsel for Purchaser:





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                                      23
<PAGE>

                                   EXHIBIT A

                          CONVERTIBLE PROMISSORY NOTE


                                   EXHIBIT B

                                FORM OF WARRANT


                                   EXHIBIT C

                         REGISTRATION RIGHTS AGREEMENT


                                   EXHIBIT D

                      GUARANTY OF CONFIDA UNION IMPRESSA


                                   EXHIBIT E

                         TRANSFER AGENT RESERVE LETTER


                                  SCHEDULE 3.1

                             DISCLOSURE SCHEDULES


Schedule 3.1(a) - Company Subsidiaries

Multigioco Srl. (Italy)
Rifa Srl. (Italy)


Schedule 3.1(b) - Capitalization Table

Authorized Shares:              80,000,000
Outstanding:                    23,971,088
Shares in DTC Public Float:      2,122,177
Warrants Outstanding:               30,700

Fully Diluted:                  24,001,788

Shareholders of record:                310

Schedule 3.1(g) - Contingent Liabilities

None

Schedule 3.1(i) - Financial Statements

As filed with the SEC

Schedule 3.1(m) - Litigation

None