PURCHASE AGREEMENT


     THIS PURCHASE AGREEMENT ("Agreement") is made as of the 25th day of August,
2006 by and  between  Woize  International,  Ltd.,  a  Nevada  corporation  (the
"Company"),  and Linden & Loven  Holding AB,  Organization  no.556535-7166  (the
"Investor").

                                    Recitals

     A. The Company and the Investor are executing and delivering this Agreement
in reliance  upon the exemption  from  securities  registration  afforded by the
provisions  of  Regulation  D  ("Regulation  D"),  as  promulgated  by the  U.S.
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933,
as amended, and/or Regulation S promulgated under the Securities Act of 1933, as
amended ("Regulation S"); and

     B. The Investor wishes to purchase from the Company, and the Company wishes
to sell and issue to the Investor,  upon the terms and conditions stated in this
Agreement  300,150  shares of the Company's  Common Stock,  $.001 par value (the
"Shares");


     In  consideration of the mutual promises made herein and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

     1.  Definitions.  In addition to those terms defined above and elsewhere in
this Agreement,  for the purposes of this  Agreement,  the following terms shall
have the meanings set forth below:

     "Affiliate"  means,  with  respect to any Person,  any other  Person  which
directly  or  indirectly  through  one  or  more  intermediaries   Controls,  is
controlled by, or is under common control with, such Person.


     "Business Day" means a day, other than a Saturday or Sunday, on which banks
in New York City are open for the general transaction of business.

     "Company's  Knowledge" means the actual knowledge of the executive officers
(as defined in Rule 405 under the 1933 Act) of the Company, after due inquiry.

     "Confidential  Information" means trade secrets,  confidential  information
and  know-how  (including  but not  limited  to ideas,  formulae,  compositions,
processes,  procedures and  techniques,  research and  development  information,
computer  program  code,  performance  specifications,   support  documentation,
drawings,  specifications,  designs,  business and marketing plans, and customer
and supplier lists and related information).

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     "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.

     "Intellectual  Property"  means all of the following:  (i) patents,  patent
applications,  patent disclosures and inventions  (whether or not patentable and
whether or not reduced to  practice);  (ii)  trademarks,  service  marks,  trade
dress, trade names,  corporate names, logos,  slogans and Internet domain names,
together  with  all  goodwill  associated  with  each  of the  foregoing;  (iii)
copyrights  and  copyrightable  works;  (iv)  registrations,   applications  and
renewals  for  any of the  foregoing;  and  (v)  proprietary  computer  software
(including but not limited to data, data bases and documentation).

     "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 Agreement.

     "Person" means an individual,  corporation,  partnership, limited liability
company, trust, business trust, association, joint stock company, joint venture,
sole proprietorship,  unincorporated organization, governmental authority or any
other form of entity not specifically listed herein.

     "Per Share Purchase Price" means $0.69

     "Purchase Price" means USD  threehundredthousandonehundredfifty  ($300,150)

     "SEC Filings" has the meaning set forth in Section 4.6.

     "Shares"  means the shares of Common Stock being  purchased by the Investor
hereunder.

     "U.S. Person" as defined in Section 902(k) of the 1933 Act.

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

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

     2. Purchase and Sale of the Shares and  Warrants.  Subject to the terms and
conditions of this Agreement, on the Closing Date as defined in Section 3 below,
the  Investor  shall  purchase,  and the  Company  shall  sell and  issue to the
Investor, the Shares in the amount set forth opposite the Investor's name on the
signature  pages attached hereto in exchange for the Purchase Price as specified
in Section 3 below.

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     3.  Closing.  The closing (the  "Closing")  of the purchase and sale of the
Shares  shall  take  place at the  Company's  offices  on August  23,  2006 (the
"Closing Date"), or at such other location and on such other date as the Company
and the  Investor  shall  mutually  agree.  At the Closing,  the Company  shall,
against  delivery  of payment  for the Shares by wire  transfer  of  immediately
available  funds in  accordance  with the Company's  instructions  authorize its
transfer  agent to issue to the  Investor  one or more stock  certificates  (the
"Certificates")  registered  in the  name of the  Investor  (or in such  nominee
name(s) as designated by such Investor.

     4.  Representations  and  Warranties  of the  Company.  The Company  hereby
represents and warrants to the Investor that:

        4. 1  Organization,  Good Standing and  Qualification.  The Company 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  its
properties.  The  Company  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 and  could not
reasonably be expected to have a Material Adverse Effect.

        4.2  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 Agreement,  (ii)  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 Agreement  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.

        4.3 Capitalization.

     The authorized  capital stock of the Company consists of 150,000,000 shares
of Common Stock,  par value $.001 and 1,000,000  shares of Preferred  Stock, par
value $0.01 of which 47,370,280 shares of Common Stock and 0 shares of Preferred
Stock are issued and outstanding.  As of the date hereof and except as disclosed
in the  Company's  SEC filings,  ______________  shares of our common stock were
subject to outstanding  options to purchase our common stock,  and  ____________
shares of our common stock were subject to outstanding  warrants to purchase our
common stock. 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 full compliance
with  applicable  state  and  federal  securities  law and any  rights  of third
parties.  Except as  disclosed  herein and as  described  in the  Company's  SEC
Filings,   no  Person  is  entitled  to  pre-emptive  or  similar  statutory  or
contractual  rights with respect to any  securities  of the  Company.  Except as
disclosed  herein and as described in the  Company's  SEC Filings,  there are no
outstanding  warrants,   options,   convertible   securities  or  other  rights,


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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.  Except as described in the  Company's  SEC Filings 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.

     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  Investor)  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.

        4.4 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 Investor), except
for restrictions on transfer set forth in the Agreement or imposed by applicable
securities laws.

        4.5 Consents. The execution,  delivery and performance by the Company of
the Agreement 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 Investor set forth in Section 5 hereof, the Company has taken
all action  necessary to exempt (i) the issuance and sale of the Shares from the
provisions of any  shareholder  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
By-laws  that is or could  reasonably  be expected to become  applicable  to the
Investor s 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  Investor  or the  exercise  of any right  granted  to the
Investor pursuant to this Agreement.

        4.6 Delivery of SEC Filings; Business. The Company has made available to
the Investor through the EDGAR system, true and complete copies of the Company's
most  recent  Annual  Report on Form  10-KSB for the fiscal year ended March 31,
2006 (the "10-KSB"),  and all other reports filed by the Company pursuant to the
1934  Act  since  the  filing  of  the  10-KSB  and  prior  to the  date  hereof
(collectively, the "SEC Filings"). The SEC Filings are the only filings required
of the Company pursuant to the 1934 Act for such period.  The Company is 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, taken as a whole.

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<PAGE>

        4.7 Use of Proceeds.  The net proceeds of the sale of the Shares and the
Warrants  hereunder shall be used by the Company for working capital and general
corporate purposes.

        4.8 No  Material  Adverse  Change.  Since  March  31,  2006,  except  as
identified and described in the SEC Filings, 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 10-KSB,  except for changes in the ordinary
course of business which have not and could not reasonably be expected to have a
Material Adverse Effect, individually or in the aggregate;

        (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
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,  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 proposed
to be conducted);

        (vi)  any  change  or  amendment  to  the   Company's   Certificate   of
Incorporation  or  by-laws,  or  material  change to any  material  contract  or
arrangement  by which  the  Company  is bound or to which  any of its  assets or
properties is subject;

        (vii)  any  material  labor   difficulties  or  labor  union  organizing
activities with respect to employees of the Company;

        (viii) any material  transaction  entered into by the Company other than
in the ordinary course of business;

        (ix) the loss of the services of any key employee, or material change in
the composition or duties of the senior management of the Company;

        (x) the loss or threatened  loss of any customer  which has had or could
reasonably be expected to have a Material Adverse Effect; or

        (xi) any other event or condition of any character that has had or could
reasonably be expected to have a Material Adverse Effect.

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<PAGE>

        4.9 SEC Filings. At the time of filing thereof, the SEC Filings complied
as to form in all material  respects with the  requirements  of the 1934 Act and
did not contain  any untrue  statement  of a material  fact or omit to state any
material fact  necessary in order to make the  statements  made therein,  in the
light of the circumstances under which they were made, not misleading.

        4.10 No Conflict, Breach, Violation or Default. The execution,  delivery
and performance of the Agreement by the Company and the issuance and sale of the
Shares will not  conflict  with or result in a breach or violation of any of the
terms  and  provisions  of, or  constitute  a  default  under (i) the  Company's
Certificate 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
Investor through the EDGAR system), or (ii)(a) any statute,  rule, regulation or
order of any  governmental  agency or body or any court,  domestic  or  foreign,
having jurisdiction over the Company or any of its assets or properties,  or (b)
any  agreement  or  instrument  to which the  Company is a party or by which the
Company is bound or to which any of its assets or properties is subject.

        4.11 Tax  Matters.  The  Company has timely  prepared  and filed all tax
returns  required  to have  been  filed  by the  Company  with  all  appropriate
governmental  agencies and timely paid all taxes shown thereon or otherwise owed
by it. The charges, accruals and reserves on the books of the Company in respect
of taxes for all fiscal periods are adequate in all material respects, and there
are no material  unpaid  assessments  against the Company nor, to the  Company's
Knowledge,  any basis for the assessment of any additional  taxes,  penalties or
interest for any fiscal  period or audits by any federal,  state or local taxing
authority  except for any assessment  which is not material to the Company.  All
taxes and other  assessments and levies that the Company is required to withhold
or to collect for payment have been duly  withheld and collected and paid to the
proper  governmental  entity or third party when due.  There are no tax liens or
claims pending or, to the Company's Knowledge, threatened against the Company or
any its assets or property. Except as disclosed in the SEC Filings, there are no
outstanding  tax  sharing  agreements  or other such  arrangements  between  the
Company and any other corporation or entity.

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<PAGE>

     4.12 Title to  Properties.  Except as  disclosed  in the SEC  Filings,  the
Company  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  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.

        4.13 Certificates, Authorities and Permits. The Company possess adequate
certificates, authorities or permits issued by appropriate governmental agencies
or bodies  necessary to conduct the business now operated by it, and the Company
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,  could  reasonably  be  expected  to have a Material
Adverse Effect, individually or in the aggregate.

        4.14 No Labor Disputes.  No material labor dispute with the employees of
the Company exists or, to the Company's Knowledge, is imminent.

        4.15 Intellectual Property.

        (a) All Intellectual  Property of the Company is currently in compliance
with all legal  requirements  (including timely filings,  proofs and payments of
fees) and is valid and  enforceable.  No  Intellectual  Property  of the Company
which is necessary for the conduct of Company's business as currently  conducted
or as  currently  proposed to be  conducted  has been or is now  involved in any
cancellation,  dispute or litigation,  and, to the Company's Knowledge,  no such
action is  threatened.  No patent of the Company has been or is now  involved in
any interference, reissue, re-examination or opposition proceeding.

        (b) All of the licenses and  sublicenses  and consent,  royalty or other
agreements concerning  Intellectual Property which are necessary for the conduct
of  the  Company's  and  each  of its  Subsidiaries'  respective  businesses  as
currently  conducted  or as  currently  proposed  to be  conducted  to which the
Company is a party or by which any of its assets are bound (other than generally
commercially available, non-custom,  off-the-shelf software application programs
having  a  retail   acquisition   price  of  less  than   $10,000  per  license)
(collectively,  "License  Agreements") are valid and binding  obligations of the
Company or its  Subsidiaries  that are parties  thereto  and,  to the  Company's
Knowledge,  the other parties  thereto,  enforceable  in  accordance  with their
terms,  except  to  the  extent  that  enforcement  thereof  may be  limited  by
bankruptcy,  insolvency,  reorganization,  moratorium,  fraudulent conveyance or
other similar laws affecting the enforcement of creditors' rights generally, and
there exists no event or condition which will result in a material  violation or
breach of or constitute  (with or without due notice or lapse of time or both) a
default  by the  Company  or any of its  Subsidiaries  under  any  such  License
Agreement.

        (c)  The  Company  owns  or  has  the  valid  right  to  use  all of the
Intellectual  Property  that is  necessary  for  the  conduct  of the  Company's
business as currently conducted or as currently proposed to be conducted and for
the ownership, maintenance and operation of the Company's properties and assets,
free and clear of all liens,  encumbrances,  adverse  claims or  obligations  to
license all such owned Intellectual Property and Confidential Information, other
than licenses entered into in the ordinary course of the Company's business. The
Company has a valid and  enforceable  right to use all third party  Intellectual
Property and  Confidential  Information  used or held for use in the business of
the Company.

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<PAGE>

        (d) The conduct of the Company's  business as currently  conducted  does
not infringe or otherwise impair or conflict with (collectively, "Infringe") any
Intellectual   Property  rights  of  any  third  party  or  any  confidentiality
obligation  owed  to a  third  party,  and,  to  the  Company's  Knowledge,  the
Intellectual  Property and  Confidential  Information  of the Company  which are
necessary  for the conduct of Company's  business as  currently  conducted or as
currently  proposed to be conducted are not being  Infringed by any third party.
There is no  litigation  or order  pending or  outstanding  or, to the Company's
Knowledge,  threatened  or  imminent,  that seeks to limit or  challenge or that
concerns the ownership,  use,  validity or  enforceability  of any  Intellectual
Property or Confidential Information of the Company and the Company's use of any
Intellectual  Property or Confidential  Information owned by a third party, and,
to the Company's Knowledge, there is no valid basis for the same.

        (e) The consummation of the transactions  contemplated hereby and by the
other  Agreement  will not  result in the  alteration,  loss,  impairment  of or
restriction on the Company's  ownership or right to use any of the  Intellectual
Property  or  Confidential  Information  which is  necessary  for the conduct of
Company's  business  as  currently  conducted  or as  currently  proposed  to be
conducted.

        (f) The Company  has taken  reasonable  steps to protect  the  Company's
rights  in  their  Intellectual  Property  and  Confidential  Information.  Each
employee,   consultant  and  contractor  who  has  had  access  to  Confidential
Information  which  is  necessary  for the  conduct  of  Company's  business  as
currently  conducted  or as currently  proposed to be conducted  has executed an
agreement to maintain the  confidentiality of such Confidential  Information and
has executed appropriate  agreements that are substantially  consistent with the
Company's  standard forms  thereof.  Except under  confidentiality  obligations,
there  has been no  material  disclosure  of any of the  Company's  Confidential
Information to any third party.

        4.16  Environmental  Matters.  The  Company is not in  violation  of any
statute, rule, regulation,  decision or order of any governmental agency or body
or any court,  domestic or foreign,  relating to the use, disposal or release of
hazardous or toxic  substances or relating to the  protection or  restoration of
the   environment   or  human   exposure  to  hazardous   or  toxic   substances
(collectively,  "Environmental  Laws"),  owns  or  operates  any  real  property
contaminated  with any substance that is subject to any  Environmental  Laws, is
liable for any off-site disposal or contamination  pursuant to any Environmental
Laws,  and is subject to any claim  relating to any  Environmental  Laws,  which
violation,  contamination,  liability  or claim has had or could  reasonably  be
expected to have a Material  Adverse  Effect,  individually or in the aggregate;
and there is no pending or, to the Company's Knowledge, threatened investigation
that might lead to such a claim.

        4.17  Litigation.  Except as described in the SEC Filings,  there are no
pending  actions,  suits or  proceedings  against or affecting the Company,  its
Subsidiaries or any of its or their properties;  and to the Company's Knowledge,
no such actions, suits or proceedings are threatened or contemplated.

        4.18 Financial Statements. The financial statements included in each SEC
Filing 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


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financial statements, as permitted by Form 10-QSB under the 1934 Act). Except as
set forth in the financial statements of the Company included in the SEC Filings
filed  prior  to  the  date  hereof,   neither  the  Company  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.

        4.19 Insurance Coverage.  The Company maintains in full force and effect
insurance  coverage that is customary for comparably  situated companies for the
business being conducted and properties owned or leased by the Company,  and the
Company  reasonably  believes such insurance coverage to be adequate against all
liabilities,  claims and risks  against  which it is  customary  for  comparably
situated companies to insure.

        4.20  Brokers  and  Finders.  No Person  will  have,  as a result of the
transactions  contemplated by the Agreement,  any valid right, interest or claim
against or upon the  Company,  or an Investor for any  commission,  fee or other
compensation  pursuant to any agreement,  arrangement or  understanding  entered
into by or on behalf of the Company.

        4.21 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.

        4.22  No  Integrated  Offering.  Neither  the  Company  nor  any  of its
Affiliates,  nor any  Person  acting on its or their  behalf  has,  directly  or
indirectly,  made any offers or sales of any Company  security or solicited  any
offers to buy any security,  under  circumstances  that would  adversely  affect
reliance by the Company on Section 4(2) for the exemption from  registration for
the transactions contemplated hereby or would require registration of the Shares
under the 1933 Act.

        4.23 Private Placement. The offer and sale of the Shares to the Investor
as contemplated hereby is exempt from the registration  requirements of the 1933
Act.

        4.24  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,  has on behalf of the Company or in  connection
with its 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 (e) made any
unlawful bribe, rebate,  payoff,  influence payment,  kickback or other unlawful
payment of any nature.

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<PAGE>

        4.25 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  generally  accepted
accounting  principles  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 1934 Act Rules 13a-14 and 15d-14) 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 Company's  most  recently  filed period report under the
1934  Act,  as the case may be,  is being  prepared.  The  Company's  certifying
officers  have  evaluated  the  effectiveness  of  the  Company's  controls  and
procedures  as of a date  within 90 days  prior to the  filing  date of the most
recently  filed periodic  report under the 1934 Act (such date, the  "Evaluation
Date").  The Company  presented in its most recently filed periodic report under
the 1934 Act the conclusions of the certifying  officers about the effectiveness
of the disclosure  controls and procedures 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  (as such term is defined in Item
307(b) of Regulation S-K) 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 1934 Act.

        4.26  Listing.  The  Common  Stock is  quoted  on the  Over the  Counter
Bulletin Board (the  "OTCBB").  The Company has not received any oral or written
notice that its Common  Stock is not  eligible  nor will become  ineligible  for
quotation on the OTCBB nor that its Common Stock does not meet all  requirements
for the continuation of such quotation, and the Company satisfies, and as of the
Closing Date the Company will satisfy,  all the  requirements  for the continued
quotation of its common stock on the OTCBB.

        4.27  Disclosures.  Neither  the  Company  nor any Person  acting on its
behalf has provided the Investor or this agents or counsel with any  information
that  constitutes or might  constitute  material,  non-public  information.  The
written materials  delivered to the Investor in connection with the transactions
contemplated by the Agreement 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.

        5. Representations and Warranties of the Investor.  Each of the Investor
represents and warrants to the Company that:

                                       10
<PAGE>

        5.1  Organization  and  Existence.  Such Investor is a validly  existing
corporation,  limited  partnership  or  limited  liability  company  and has all
requisite  corporate,   partnership  or  limited  liability  company  power  and
authority to invest in the Shares pursuant to this Agreement. In addition to the
foregoing,  to the extent such Investor is not  incorporated or organized in the
United States,  such Investor hereby certifies that it is not a U.S. Person, and
is not acquiring the securities for the account or benefit of any U.S. Person.

        5.2  Authorization.  The  execution,  delivery and  performance  by such
Investor  of the  Agreement  to which  such  Investor  is a party have been duly
authorized and will each constitute the valid and legally binding  obligation of
such  Investor,  enforceable  against  such  Investor in  accordance  with their
respective  terms,  subject  to  bankruptcy,  insolvency,  fraudulent  transfer,
reorganization,  moratorium and similar laws of general applicability,  relating
to or affecting creditors' rights generally.

        5.3 Purchase Entirely for Own Account. The Shares to be received by such
Investor  hereunder  will be acquired for such  Investor's  own account,  not as
nominee or agent,  and not with a view to the resale or distribution of any part
thereof in violation of the 1933 Act, and such Investor has no present intention
of selling, granting any participation in, or otherwise distributing the same in
violation of the 1933 Act without prejudice,  however,  to such Investor's right
at all times to sell or  otherwise  dispose of all or any part of such Shares in
compliance with applicable  federal and state securities laws. Nothing contained
herein shall be deemed a representation or warranty by such Investor to hold the
Shares for any period of time.  Such Investor is not a broker dealer  registered
with the SEC  under the 1934 or an  entity  engaged  in a  business  that  would
require it to be so registered.

        5.4 Investment  Experience.  Such Investor acknowledges that it can bear
the economic risk and complete loss of its investment in the Shares and has such
knowledge and experience in financial or business  matters that it is capable of
evaluating the merits and risks of the investment contemplated hereby.

        5.5 Disclosure of  Information.  Such Investor has had an opportunity to
receive all additional information related to the Company requested by it and to
ask questions of and receive answers from the Company regarding the Company, its
business  and the terms and  conditions  of the  offering  of the  Shares.  Such
Investor  acknowledges  receipt  of  copies  of the SEC  Filings.  Neither  such
inquiries nor any other due diligence  investigation  conducted by such Investor
shall  modify,  amend or affect such  Investor's  right to rely on the Company's
representations and warranties contained in this Agreement.

        5.6 Restricted Securities. Such Investor 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 1933 Act only in
certain limited  circumstances.  Such Investor agrees to resell such Shares only
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the 1933 Act, or pursuant to an available exemption from registration, and
agrees  not to engage in hedging  transactions  with  regard to such  securities
unless in compliance with the 1933 Act.

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

                                       11
<PAGE>

        (a) "The securities represented hereby may not be transferred unless (i)
such  securities have been registered for sale pursuant to the Securities Act of
1933,  as amended,  (ii) such  securities  may be sold  pursuant to Rule 144(k),
(iii) such  Securities may be sold pursuant to Regulation S, or (iv) 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  or  qualification   under   applicable  state  securities  laws.   Hedging
transactions  involving the securities  represented  hereby may not be conducted
unless in compliance with the 1933 Act."

        (b) If required by the  authorities of any state in connection  with the
issuance of sale of the Shares, the legend required by such state authority.

        5.8  Accredited  Investor.  Such Investor is an  accredited  investor as
defined in Rule 501(a) of Regulation D, as amended, under the 1933 Act.

        5.9  No  General  Solicitation.  Such  Investor  did  not  learn  of the
investment  in the  Shares  as a result of any  public  advertising  or  general
solicitation.

        5.10  Brokers  and  Finders.  No Person  will  have,  as a result of the
transactions  contemplated by the Agreement,  any valid right, interest or claim
against or upon the  Company,  or an Investor for any  commission,  fee or other
compensation  pursuant to any agreement,  arrangement or  understanding  entered
into by or on behalf of such Investor.


     6. Covenants and Agreements of the Company.

        6.1 Piggyback Registration Rights. If at any time after the date hereof,
the  Company  shall  determine  to  prepare  and  file  with  the  Commission  a
registration  statement  relating  to an  offering  for its own  account  or the
account of others  under the  Securities  Act of any of its  equity  securities,
other  than on Form S-8 (as  promulgated  under the  Securities  Act),  then the
Company shall use its best efforts to include in such registration statement all
of  such  Shares  to  the  extent  the  Company  may  do  so  without  violating
registration  rights of  others  which  exist as of the date of this  Agreement,
subject  to  customary   underwriter  cutbacks  applicable  to  all  holders  of
registration  rights and subject to  obtaining  any  required the consent of any
selling stockholder(s) to such inclusion under such registration statement.  The
Company  shall have a right to  postpone,  delay or  withdraw  any  registration
pursuant to this Section 61 without obligation to the Holder.


        6.2.  Transfers.  The Company  shall  refuse to register any transfer of
Securities originally issued pursuant to Regulation S, where the transfer is not
made in  accordance  with the  provisions of Regulation S (Rule 901 through Rule
905, and  Preliminary  Notes),  pursuant to  registration  under the 1933 Act or
pursuant to an available exemption from such registration.

                                       12
<PAGE>

     7. Survival and Indemnification.

        7.1 Survival. The representations,  warranties, covenants and agreements
contained  in this  Agreement  shall  survive  the  Closing of the  transactions
contemplated by this Agreement.

        7.2 Indemnification by the Company.  The Company agrees to indemnify and
hold harmless each Investor and its Affiliates and their  respective  directors,
officers,  employees  and agents from and  against  any and all losses,  claims,
damages,  liabilities  and expenses  (including  without  limitation  reasonable
attorney fees and  disbursements  and other expenses incurred in connection with
investigating,  preparing or defending any action, claim or proceeding,  pending
or threatened and the costs of enforcement thereof) (collectively,  "Losses") to
which  such   Person   may  become   subject  as  a  result  of  any  breach  of
representation,  warranty,  covenant or agreement  made by or to be performed on
the part of the Company under the Agreement,  and will reimburse any such Person
for all such amounts as they are incurred by such Person.

        7.3  Indemnification  by the Investor.  The Investor agrees to indemnify
and  hold  harmless  the  Company,  and  its  directors,   officers,  employees,
stockholders and each person who controls the Company (within the meaning of the
1933 Act) from and against any and all losses, claims, damages,  liabilities and
expenses   (including   without   limitation   reasonable   attorney   fees  and
disbursements  and other  expenses  incurred in connection  with  investigating,
preparing or defending any action,  claim or  proceeding,  pending or threatened
and the costs of  enforcement  thereof)  (collectively,  "Losses") to which such
Person may become subject as a result of any breach of representation, warranty,
covenant or  agreement  made by or to be  performed  on the part of the Investor
under the Agreement,  and will reimburse any such Person for all such amounts as
they are incurred by such Person.

        7.4  Conduct of  Indemnification  Proceedings.  Any person  entitled  to
indemnification hereunder shall (i) give prompt notice to the indemnifying party
of any claim with respect to which it seeks indemnification and (ii) permit such
indemnifying  party to assume the defense of such claim with counsel  reasonably
satisfactory  to the  indemnified  party;  provided that any person  entitled to
indemnification hereunder shall have the right to employ separate counsel and to
participate  in the  defense of such  claim,  but the fees and  expenses of such
counsel shall be at the expense of such person unless (a) the indemnifying party
has agreed to pay such fees or  expenses,  or (b) the  indemnifying  party shall
have  failed to assume the defense of such claim and employ  counsel  reasonably
satisfactory  to such  person  or (c) in the  reasonable  judgment  of any  such
person,  based upon written advice of its counsel, a conflict of interest exists
between such person and the  indemnifying  party with respect to such claims (in


                                       13
<PAGE>

which case, if the person notifies the  indemnifying  party in writing that such
person  elects to employ  separate  counsel at the  expense of the  indemnifying
party, the indemnifying  party shall not have the right to assume the defense of
such claim on behalf of such person); and provided, further, that the failure of
any  indemnified  party to give notice as provided  herein shall not relieve the
indemnifying party of its obligations hereunder,  except to the extent that such
failure to give notice shall materially  adversely affect the indemnifying party
in the  defense  of any such  claim or  litigation.  It is  understood  that the
indemnifying  party shall not, in  connection  with any  proceeding  in the same
jurisdiction,  be liable for fees or expenses of more than one separate  firm of
attorneys at any time for all such indemnified  parties.  No indemnifying  party
will, except with the consent of the indemnified party,  consent to entry of any
judgment or enter into any settlement that does not include as an  unconditional
term thereof the giving by the claimant or plaintiff to such  indemnified  party
of a release from all liability in respect of such claim or litigation.

     8. Miscellaneous.

        8.1  Successors  and Assigns.  This  Agreement  may not be assigned by a
party hereto  without the prior written  consent of the Company or the Investor,
as  applicable,  provided,  however,  that an Investor may assign its rights and
delegate its duties  hereunder in whole or in part to an Affiliate or to a third
party acquiring some or all of its Shares in a private  transaction  without the
prior written  consent of the Company or the other  Investor,  after notice duly
given by such Investor to the Company and the other Investor,  provided, that no
such  assignment or  obligation  shall affect the  obligations  of such Investor
hereunder. The provisions of this Agreement shall inure to the benefit of and be
binding upon the  respective  permitted  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.

        8.2  Counterparts;  Faxes. This Agreement may be executed in two or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same  instrument.  This Agreement may also
be executed via facsimile, which shall be deemed an original.

        8.3  Titles  and  Subtitles.  The  titles  and  subtitles  used  in this
Agreement  are  used  for  convenience  only  and  are not to be  considered  in
construing or interpreting this Agreement.

        8.4 Notices. Unless otherwise provided, any notice required or permitted
under this Agreement  shall be given in writing and shall be deemed  effectively
given as  hereinafter  described  (i) if given by personal  delivery,  then such
notice  shall be  deemed  given  upon such  delivery,  (ii) if given by telex or
telecopier,  then such notice shall be deemed given upon receipt of confirmation
of  complete  transmittal,  (iii) if given by mail,  then such  notice  shall be
deemed given upon the earlier of (A) receipt of such notice by the  recipient or
(B) three (3) days after such notice is deposited  in first class mail,  postage
prepaid,  and (iv) if  given  by an  internationally  recognized  overnight  air
courier,  then such notice shall be deemed given one business day after delivery
to such  carrier.  All notices shall be addressed to the party to be notified at
the address as follows,  or at such other address as such party may designate by
ten days' advance written notice to the other party:

                           If to the Company:

                                    Woize International, Ltd
                                    1 Kingsway
                                    London WCB 6FX
                                    Attention: Anders Halldin
                                    Fax:


                                       14
<PAGE>



                           With a copy to:

                                    Sichenzia, Ross, Friedman Ference LLP
                                    1065 Avenue of the Americas, 21st Floor
                                    New York, New York 10018
                                    Attention:  Richard A. Friedman
                                    Fax:  (212) 930-9725

                           If to the Investor:

to the addresses set forth on the signature pages hereto.

        9.5 Expenses.  The parties hereto shall pay their own costs and expenses
in connection herewith. In the event that legal proceedings are commenced by any
party to this  Agreement  against  another party to this Agreement in connection
with this  Agreement or the other  Agreement,  the party or parties which do not
prevail in such proceedings shall severally, but not jointly, pay their pro rata
share of the reasonable attorneys' fees and other reasonable out-of-pocket costs
and expenses incurred by the prevailing party in such proceedings.

        9.6  Amendments  and Waivers.  Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally
or in a particular  instance and either  retroactively or  prospectively),  only
with the written consent of the Company and the Investor.

        9.7 Severability.  Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof but shall be interpreted as if it were written so as
to be  enforceable to the maximum  extent  permitted by applicable  law, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render  unenforceable  such provision in any other  jurisdiction.  To the extent
permitted by applicable law, the parties hereby waive any provision of law which
renders any provision hereof prohibited or unenforceable in any respect.

        9.8 Entire  Agreement.  This Agreement  constitutes the entire agreement
among the parties  hereof with respect to the subject  matter hereof and thereof
and supersede all prior  agreements and  understandings,  both oral and written,
between the parties with respect to the subject matter hereof and thereof.

                                       15
<PAGE>

        9.9 Further  Assurances.  The parties shall execute and deliver all such
further  instruments  and  documents  and  take all such  other  actions  as may
reasonably be required to carry out the transactions  contemplated hereby and to
evidence the fulfillment of the agreements herein contained.

        9.10 Governing Law; Consent to Jurisdiction;  Waiver of Jury Trial. This
Agreement shall be governed by, and construed in accordance with the laws of the
State of Nevada without regard to the choice of law principles thereof.  Each of
the parties  hereto  irrevocably  submits to the exclusive  jurisdiction  of the
courts of the State of Nevada for the purpose of any suit, action, proceeding or
judgment  relating  to or arising  out of this  Agreement  and the  transactions
contemplated hereby. Service of process in connection with any such suit, action
or  proceeding  may be served on each party hereto  anywhere in the world by the
same methods as are specified  for the giving of notices  under this  Agreement.
Each of the parties hereto irrevocably  consents to the jurisdiction of any such
court in any such suit,  action or proceeding and to the laying of venue in such
court. Each party hereto irrevocably waives any objection to the laying of venue
of any such suit,  action or proceeding  brought in such courts and  irrevocably
waives any claim that any such suit,  action or  proceeding  brought in any such
court has been  brought in an  inconvenient  forum.  EACH OF THE PARTIES  HERETO
WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY  LITIGATION  WITH  RESPECT TO
THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO
THIS WAIVER.


                            [signature page follows]


                                       16
<PAGE>


     IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement or caused
their duly  authorized  officers to execute this  Agreement as of the date first
above written.

The Company:                          Woize International



                                      By:/s/ Anders Halldin
                                      ---------------------------------------
                                      Name:  Anders Halldin
                                      Title:   Chief Executive Officer



The Investor:                         Linden & Lvoen Holding AB


                                      By: /s/ Christophe Loven
                                      --------------------------------------
                                      Name: Christophe Loven
                                      Title: Partner

                                      Aggregate Purchase Price:  USD300,150
                                      Number of Shares:  435,000



                                       17