Unassociated Document


    
      

    


    Exhibit
      10.1

     

    PLACEMENT
      AGENCY AGREEMENT

     

    This
      Placement Agency Agreement (this “Agreement”) is made and entered into as of
      October 21, 2005 (the “Effective Date”), by and between Ignis Petroleum Group,
      Inc., a Nevada corporation (the “Company”), and Stonegate Securities, Inc., a
      Texas corporation (“Stonegate”).

     

    WHEREAS,
      the Company desires to retain Stonegate as its exclusive placement agent, and
      Stonegate is willing to act in such capacity, in each case subject to the terms
      and conditions of this Agreement.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants herein
      contained, the Company and Stonegate (each a “Party” and collectively, the
“Parties”) hereby agree as follows:

     

    
      	
              1.

            	
              RETENTION
                OF STONEGATE; SCOPE OF
                SERVICES.

            


    

     

    
      	 	
              (a)

            	
              Subject
                to the terms and conditions set forth herein, the Company hereby
                retains
                Stonegate to act as the exclusive placement agent to the Company
                during
                the Contract Period (as defined in Section 2 below), and Stonegate
                hereby
                agrees to be so retained.

            


    

     

    
      	 	
              (b)

            	
              Subject
                to the terms and conditions of this Agreement, as the exclusive placement
                agent to the Company, Stonegate will have the exclusive right during
                the
                Contract Period to identify for the Company prospective purchasers
                (collectively, the “Purchasers” and each individually, a “Purchaser”) in
                one or more placement (each, a “Placement” and collectively, the
                “Placements”) of debt and/or equity securities to be issued by the
                Company, the type and dollar amount being as mutually agreed to by
                the
                Parties (the “Securities”). 

            


    

     

    
      	 	
              (c)

            	
              Terms
                of the Placements shall be as set forth in subscription documents,
                including any stock purchase or subscription agreement, escrow agreement,
                registration rights agreement, warrant agreement and/or other documents
                to
                be executed and delivered in connection with each Placement (collectively,
                the “Subscription Documents”). The Placements are intended to be exempt
                from the registration requirements of the Securities Act of 1933,
                as
                amended (the “Securities Act”), pursuant to Regulation D (“Regulation D”)
                of the rules and regulations of the Securities and Exchange Commission
                (the “SEC”) promulgated under the Securities
                Act.

            


    

     

    
      
        	 	
                (d)

              	
                Stonegate
                  will act on a best efforts basis and will have no obligation to
                  purchase
                  any of the Securities offered in any Placement. During the Contract
                  Period, subject to the terms and conditions of this Agreement,
                  Stonegate
                  shall have the exclusive right to arrange for all sales of Securities
                  in
                  the Placements, including without limitation the exclusive right
                  to
                  identify potential buyers for the Securities. All sales of Securities
                  in
                  the Placements shall be subject to the approval of the Company,
                  which
                  approval may be withheld in the Company’s sole
                  discretion.

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              2.

            	
              CONTRACT
                PERIOD AND TERMINATION. 

            


    

     

    
      	 	
              (a)

            	
              Subject
                to the terms and conditions of this Agreement, Stonegate shall act
                as the
                Company’s exclusive placement agent under this Agreement for a period
                commencing on the Effective Date and continuing thereafter until
                the
                earlier to occur of (i) termination by either party upon ten (10)
                days
                prior written notice to the other party, or (ii) six (6) months from
                the
                date hereof unless extended by the parties in writing (the “Contact
                Period”). 

            


    

     

    
      	 	
              (b)

            	
              Upon
                termination, neither party will have any further obligation under
                this
                Agreement, except as provided in Sections 5, 6, 7, 8, 9 and 10
                hereof.

            


    

     

    
      	
              3.

            	
              REPRESENTATIONS
                AND WARRANTIES OF THE COMPANY.


            


    

     

    The
      representations and warranties of the Company made to the Purchasers as set
      forth in the Subscription Documents are hereby incorporated by reference as
      of
      the date of consummation of the sale of the Securities (the “Closing”) and all
      such representations and warranties are hereby deemed made by the Company
      directly to Stonegate as though set forth in full herein. The Company represents
      and warrants that it has full power and authority to enter into this Agreement
      and to perform its obligations hereunder. This Agreement is enforceable against
      the Company in accordance with its terms, subject to applicable laws governing
      bankruptcy, insolvency and creditors’ rights generally. The Agreement does not
      conflict with, violate, breach, cause a default, right of termination, or
      acceleration (whether through the passage of time or otherwise) under any
      contract, agreement, or understanding, or any law, rule, or regulation binding
      upon or applicable to the Company or any subsidiary of the Company.

     

    
      	
              4.

            	
              COVENANTS
                OF THE COMPANY.

            


    

     

    The
      Company covenants and agrees as follows:

     

    
      	 	
              (a)

            	
              Neither
                the Company nor any affiliate of the Company (as defined in Rule
                501(b) of
                Regulation D) will sell, offer for sale or solicit offers to buy
                or
                otherwise negotiate in respect of any security (as defined in the
                Securities Act) of the Company which will be integrated with the
                sale of
                the Securities in a manner which would cause the offering of the
                Securities to not be exempt from registration under the Securities
                Act.
                

            


    

     

    
      	 	
              (b)

            	
              Any
                and all filings and documents required to be filed in connection
                with or
                as a result of the Placements pursuant to federal and state securities
                laws are the responsibility of the Company and will be filed by the
                Company.

            


    

     

    
      
        	 	
                (c)

              	
                Any
                  press release to be issued by the Company announcing or referring
                  to any
                  Placement shall be subject to the prior review of Stonegate, and
                  each such
                  press release shall, subject to applicable law and regulations,
                  at the
                  request of Stonegate, identify Stonegate as the placement agent.
                  Stonegate
                  shall be permitted to publish a tombstone or similar advertisement
                  upon
                  completion of each Placement identifying itself as the Company’s placement
                  agent with respect thereto. This Agreement may be filed publicly
                  by the
                  Company without the prior written consent of Stonegate, if based
                  on advice
                  of counsel, such filing is required by applicable law or
                  regulation.

              


      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    
      	
              5.

            	
              FURNISHING
                OF COMPANY INFORMATION;
                CONFIDENTIALITY.

            


    

     

    
      	 	
              (a)

            	
              In
                connection with Stonegate’s activities hereunder on the Company’s behalf,
                the Company shall furnish Stonegate with all reasonable information
                concerning the Company and its operations that Stonegate deems necessary
                or appropriate (the “Company Information”) and shall provide Stonegate
                with reasonable access to the Company’s books, records, officers,
                directors, employees, accountants and counsel. The Company acknowledges
                and agrees that, in rendering its services hereunder, Stonegate will
                be
                using and relying upon the Company Information without independent
                verification thereof or independent appraisal of any of the Company’s
                assets and may, in its sole discretion, use additional information
                contained in public reports or other information furnished by the
                Company
                or third parties.

            


    

     

    
      	 	
              (b)

            	
              Stonegate
                agrees that the Company Information will be used solely for the purpose
                of
                performing its services hereunder. Subject to the limitations set
                forth in
                subsection (c) below, Stonegate will keep the Company Information
                provided
                hereunder confidential and will not disclose such Company Information
                or
                any portion thereof, except (i) to a third party contacted by Stonegate
                on
                behalf of, and with the prior approval of, the Company pursuant hereto
                who
                has agreed to be bound by a confidentiality agreement satisfactory
                in form
                and substance to the Company, or (ii) to any other person for which
                the
                Company’s consent to disclose such Company Information has been
                obtained.

            


    

     

    
      	 	
              (c)

            	
              Stonegate’s
                confidentiality obligations under this Agreement shall not apply
                to any
                portion of the Company Information which (i) at the time of disclosure
                to
                Stonegate or thereafter is generally available to and known by the
                public
                (other than as a result of a disclosure directly or indirectly by
                Stonegate in violation of this Agreement); (ii) was available to
                Stonegate
                on a non-confidential basis from a source other than the Company,
                provided
                that such source is not and was not bound by a confidentiality agreement
                with the Company; (iii) has been independently acquired or developed
                by
                Stonegate without violating any of its obligations under this Agreement;
                or (iv) the disclosure of which is legally compelled (whether by
                deposition, interrogatory, request for documents, subpoena, civil
                or
                administrative investigative demand or other similar process). In
                the
                event that Stonegate becomes legally compelled to disclose any of
                the
                Company Information, Stonegate shall provide the Company with prompt
                prior
                written notice of such requirement so that the Company may seek a
                protective order or other appropriate remedy and/or waive compliance
                with
                the terms of this Agreement.

            


    

     

    
      
        	 	
                (d)

              	
                The
                  obligations of the Parties under this Section 5 shall survive the
                  termination of this Agreement for 36
                  months.

              


      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

     

    
      	
              6.

            	
              FEES
                AND EXPENSES.

            


    

     

    
      	 	
              (a)

            	
              As
                compensation for services rendered by Stonegate in connection with
                the
                Placements, the Company agrees to pay Stonegate a fee (the “Agency Fee”)
                as follows: (i) with respect to the sale of any Securities sold in
                a
                Placement pursuant to an equity line of credit, a fee of seven percent
                (7%) of the gross proceeds of that portion of total gross proceeds
                for
                amounts received up to and including Five Million Dollars ($5,000,000)
                plus six percent (6%) of that portion of total gross proceeds received
                in
                excess of Five Million Dollars ($5,000,000); and (ii) with respect
                to the
                sale of any Securities sold in a Placement other than pursuant to
                an
                equity line of credit (a) eight percent (8%) of that portion of total
                gross proceeds from the sale of Securities in the Placements for
                amounts
                up to and including Five Million Dollars ($5,000,000); plus (b) seven
                percent (7%) of that portion of total gross proceeds from the sale
                of
                Securities for between Five Million Dollars ($5,000,000) and up to
                and
                including Ten Million Dollars ($10,000,000) of Securities sold in
                the
                Placements; plus (c) six percent (6%) of that portion of total gross
                proceeds from the sale of Securities for any Securities sold in the
                Placements in excess of Ten Million Dollars ($10,000,000). In addition,
                the Company agrees to pay Stonegate an Agency Fee of five percent
                (5%) of
                the gross proceeds received by the Company from the exercise of any
                warrants issued to investors as part of any Placement. Other than
                as
                provided for in the immediately proceeding sentence, “gross proceeds”
                referenced in this Section 6(a) shall not include proceeds received
                by the
                Company from the exercise of a warrant issued in any Placement. The
                Agency
                Fee shall be paid immediately upon the closing of each sale of Securities
                by the Company, and upon the exercise of any warrants by an investor.
                Notwithstanding anything in this Agreement to the contrary, Stonegate
                shall not be entitled to any Agency Fee upon the exercise of any
                warrant
                issued to Stonegate pursuant to Section 6(d) of this Agreement, or
                for any
                sales of Securities to the Excluded Contacts (as defined in Section
                8
                hereof). 

            


    

     

    
      	 	
              (b)

            	
              As
                compensation to Stonegate for its initial due diligence efforts,
                the
                Company shall deliver to Stonegate (or Stonegate’s designee) 50,000 shares
                of fully paid non-assessable shares of common stock of the Company
                (the
                “Shares”). Of the Shares, 25,000 of such Shares shall be issued by the
                Company effective upon execution of this Agreement. The remaining
                25,000
                shares shall be issued by the Company the earlier of (i) in 30 days,
                at
                the sole discretion of the Company, or (ii) upon the closing of a
                Placement. Stonegate acknowledges and agrees that the Shares will
                be
                issued pursuant to an exemption from the registration requirements
                of the
                Securities Act of 1933, as amended, that is an “accredited investor” as
                such term is defined under Regulation D, and that at the time it
                receives
                the Shares it will take them without a view toward distribution.
                The
                Shares will be subject to the registration rights provisions set
                forth on
                Appendix I hereto. The Company will issue the Shares to such affiliates
                of
                Stonegate and in such denominations as will be designated by Stonegate,
                so
                long as such designee represent that it is an “accredited investor” and
                that at the time its take such shares it will do so without a view
                toward
                distribution.

            


    

     

    
      
        	 	
                (c)

              	
                The
                  Company shall also promptly reimburse Stonegate for all reasonable
                  documented out-of-pocket expenses incurred by Stonegate and its
                  directors,
                  officers and employees in connection with the performance of Stonegate’s
                  services under this Agreement. For these purposes, “out-of-pocket
                  expenses” shall include, but not be limited to, attorney’s fees and costs,
                  long distance telephone, facsimile, courier, mail, supplies, travel
                  and
                  similar expenses, provided that in no event shall the Company be
                  required
                  to reimburse expenses in excess of $25,000 without the prior written
                  consent of the Company. 

              


      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              (d)

            	
              Upon
                closing of the Placement, the Company agrees to issue to Stonegate
                a
                Securities Purchase Warrant (the “Representative’s Warrant”) entitling the
                holder(s) thereof to purchase an amount of shares of common stock
                of the
                Company equal to ten percent (10%) of the total number of shares
                of common
                stock sold in the Placement (excluding options or warrants that are
                part
                of the Placement) at an exercise price per share equal to the price
                at
                which the Securities are sold to Purchasers. With respect to a Placement
                (or any portion of a Placement) which involves (i) the issuance by
                the
                Company of convertible preferred stock or convertible debt, the
                Representative Warrant shall entitle the holder to purchase an amount
                of
                shares of common stock equal to ten percent (10%) of the amount of
                shares
                of common stock that the convertible preferred stock or convertible
                debt
                is convertible assuming conversion of the entire amount thereof,
                or (ii)
                the issuance of any instrument of indebtedness, loan, or any Securities
                not convertible into common stock, the Representative Warrant shall
                entitled the holder to purchase an amount of shares of common stock
                equal
                to ten percent (10%) of the aggregate face amount of such debt, loan
                or
                other Security divided by the market price of the common stock of
                the
                Company on the date following the public announcement of the Closing
                of
                the Placement. The Representative’s Warrant shall be for a period of five
                (5) years and shall otherwise be substantially in the form of Exhibit
                A
                attached hereto.

            


    

     

    
      	 	
              (e)

            	
              The
                obligations of the Parties under this Section 6 shall survive the
                termination of this Agreement for any
                reason.

            


    

     

    
      	
              7.

            	
              INDEMNIFICATION.
                

            


    

     

    
      
        	 	
                (a)

              	
                The
                  Company agrees to indemnify and hold Stonegate harmless from and
                  against
                  any and all losses, claims, damages or liabilities (or actions,
                  including
                  securityholder actions, in respect thereof) related to or arising
                  out of
                  Stonegate’s engagement hereunder or its role in connection herewith, and
                  will reimburse Stonegate for all reasonable expenses (including
                  reasonable
                  costs, expenses, awards and counsel fees and/or judgments) as they
                  are
                  incurred by Stonegate in connection with investigating, preparing
                  for or
                  defending any such action or claim, whether or not in connection
                  with
                  pending or threatened litigation in which Stonegate is a party.
                  The
                  Company will not, however, be responsible for any claims, liabilities,
                  losses, damages or expenses which are finally judicially determined
                  to
                  have resulted primarily from the bad faith, gross negligence or
                  willful
                  misconduct of Stonegate (a “Non-Indemnified Claim”). In this regard,
                  Stonegate shall reimburse the Company for any payments made herein
                  for a
                  Non-Indemnified Claim. The Company also agrees that Stonegate shall
                  not
                  have any liability to the Company for or in connection with such
                  engagement, except for any such liability for losses, claims, damages,
                  liabilities or expenses incurred by the Company that result from
                  the bad
                  faith, gross negligence or willful misconduct of Stonegate and/or
                  any of
                  its affiliates, agents or representatives. In the event that the
                  foregoing
                  indemnity is unavailable (except by reason of the bad faith, willful
                  misconduct or gross negligence of Stonegate and/or any of its affiliates,
                  agents or representatives), then the Company shall contribute to
                  amounts
                  paid or payable by Stonegate in respect of its losses, claims,
                  damages and
                  liabilities in such proportion as appropriately reflects the relative
                  benefits received by, and fault of, the Company and Stonegate in
                  connection with the matters as to which such losses, claims, damages
                  or
                  liabilities relate, and other equitable considerations. The foregoing
                  shall be in addition to any rights that Stonegate may have at common
                  law
                  or otherwise and shall extend upon the same terms to and inure
                  to the
                  benefit of any director, officer, employee, agent or controlling
                  person of
                  Stonegate.

              


      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              (b)

            	
              Stonegate
                agrees to indemnify and hold the Company harmless from and against
                any and
                all losses, claims, damages or liabilities (or actions, including
                securityholder actions, in respect thereof) which are finally judicially
                determined to have resulted primarily from the bad faith, gross negligence
                or willful misconduct of Stonegate and/or any of its affiliates,
                agents or
                representatives, and will reimburse the Company for all reasonable
                expenses (including reasonable costs, expenses, awards and counsel
                fees
                and/or judgments) as they are incurred by the Company in connection
                with
                investigating, preparing for or defending any such action or claim,
                whether or not in connection with pending or threatened litigation
                in
                which the Company is a party. In the event that the foregoing indemnity
                is
                unavailable, then Stonegate shall contribute to amounts paid or payable
                by
                the Company in respect of its losses, claims, damages and liabilities
                in
                such proportion as appropriately reflects the relative benefits received
                by, and fault of, the Company and Stonegate in connection with the
                matters
                as to which such losses, claims, damages or liabilities relate, and
                other
                equitable considerations. The foregoing shall be in addition to any
                rights
                that the Company may have at common law or otherwise and shall extend
                upon
                the same terms to and inure to the benefit of any director, officer,
                employee, agent or controlling person of the Company.
                

            


    

     

    
      	 	
              (c)

            	
              The
                obligations of the Parties under this Section 7 shall survive the
                termination of this Agreement.

            


    

     

    
      	
              8.

            	
              NON-CIRCUMVENTION.

            


    

     

    The
      Company hereby agrees that, for a period of one year from the end of the
      Contract Period or other termination of this Agreement, the Company will not
      enter into any agreement, transaction or arrangement with any of the
      institutions (including their agents, principals and affiliates and the accounts
      and funds which they manage or advise) which Stonegate has introduced to the
      Company pursuant to a face to face meeting, telephone conference or video
      conference, as prospective purchasers of the Securities in the Placements
      (collectively, the “Stonegate Contacts”), regardless of whether a transaction is
      consummated with such prospective purchasers, unless the Company notifies
      Stonegate in writing of the agreement, transaction or arrangement, and pays
      Stonegate a fee equal to the Agency Fee for securities of the Company sold
      to
      Stonegate Contacts. Upon the termination or expiration of this Agreement,
      Stonegate and the Company shall in good faith prepare a list of each Stonegate
      Contact to which this Section 8 is applicable. The entities listed on the
      attached Schedule A shall not be considered Stonegate Contacts (the “Excluded
      Contacts”).

     

    
      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

     

    
      	
              9.

            	
              GOVERNING
                LAW. 

            


    

     

    THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
      THE
      STATE OF TEXAS, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS PROVISIONS
      THEREOF.

     

    
      	
              10.

            	
              ARBITRATION.

            


    

     

    Stonegate
      and the Company will attempt to settle any claim or controversy arising out
      of
      this Agreement through consultation and negotiation in good faith and a spirit
      of mutual cooperation. Any dispute which the parties cannot resolve may then
      be
      submitted by either party to binding arbitration in Dallas, Texas under the
      rules of the American Arbitration Association for resolution. Nothing in this
      paragraph will prevent either party from resorting to judicial proceedings
      if
      (a) good faith efforts to resolve the dispute under these procedures have been
      unsuccessful or (b) interim relief from a court is necessary to prevent serious
      and irreparable injury.

     

    
      	
              11.

            	
              NO
                WAIVER. 

            


    

     

    The
      failure or neglect of any party hereto to insist, in any one or more instances,
      upon the strict performance of any of the terms or conditions of this Agreement,
      or waiver by any party of strict performance of any of the terms or conditions
      of this Agreement, shall not be construed as a waiver or relinquishment in
      the
      future of such term or condition, but the same shall continue in full force
      and
      effect.

     

    
      	
              12.

            	
              SUCCESSORS
                AND ASSIGNS. 

            


    

     

    The
      benefits of this Agreement shall inure to the benefit of the Parties, their
      respective successors, assigns and representatives, and the obligations and
      liabilities assumed in this Agreement by the Parties shall be binding upon
      their
      respective successors and assigns. This Agreement may not be assigned by either
      Party without the express written consent of the other Party.

     

    
      	
              13.

            	
              NOTICES.
                

            


    

     

    All
      notices and other communications required or permitted to be given under this
      Agreement shall be in writing and shall be delivered personally or sent by
      certified mail, return receipt requested, recognized overnight delivery service,
      or facsimile as follows:

     

    
      	 	
              If
                to the Company:

            
	 	 
	 	
              Ignis
                Petroleum Group, Inc.

            
	 	
              100
                Crescent Court, 7th
                Floor

            
	 	
              Dallas,
                Texas 75201

            
	 	
              Facsimile:
                (214) 459-3101

            
	 	
              Attention:
                Michael P. Piazza, Chief Executive
                Officer

            


    

    

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              If
                to Stonegate:

            
	 	 
	 	
              Stonegate
                Securities, Inc.

            
	 	
              5940
                Sherry Lane, Suite 410

            
	 	
              Dallas,
                Texas 75225

            
	 	
              Facsimile:
                (214) 987-1981

            
	 	
              Attention:
                Scott Griffith, President

            


    

    


    Either
      Party may change its address or facsimile number set forth above by giving
      the
      other Party notice of such change in accordance with the provisions of this
      Section 13. A notice shall be deemed given (a) if by personal delivery, on
      the
      date of such delivery, (b) if by certified mail, on the date shown on the
      applicable return receipt, (c) if by overnight delivery service, on the day
      after the date delivered to the service, or (d) if by facsimile, on the date
      of
      transmission.

     

    
      	
              14.

            	
              NATURE
                OF RELATIONSHIP. 

            


    

     

    The
      Parties intend that Stonegate’s relationship to the Company and the relationship
      of each director, officer, employee or agent of Stonegate to the Company shall
      be that of an independent contractor and not as an employee of the Company
      or an
      affiliate thereof. Nothing contained in this Agreement shall constitute or
      be
      construed to be or create a partnership or joint venture between Stonegate
      and
      the Company or their respective successors or assigns. Neither Stonegate nor
      any
      director, officer, employee or agent of Stonegate shall be considered to be
      an
      employee of the Company by virtue of the services provided
      hereunder.

     

    
      	
              15.

            	
              MISCELLANEOUS

            


    

     

    Stonegate’s
      obligations under this Agreement are subject to the following general
      conditions:

     

    
      	 	
              (a)

            	
              All
                relevant terms, conditions, and circumstances relating to the Placements
                will be reasonably satisfactory to Stonegate and its
                counsel.

            


    

     

    
      	 	
              (b)

            	
              Stonegate
                reserves the right to solicit the assistance of licensed outside
                dealers
                (“Dealers”) to assist in the offer and sale of the Placements with the
                prior written consent of the Company; provided, however, that any
                such
                Dealers agree in writing to be bound by the terms of the applicable
                Placement. It is understood that Stonegate, in its sole discretion,
                shall
                be entitled to pay over to any such Dealers any portion of the
                compensation received by Stonegate hereunder. The Company shall have
                no
                financial liability for any fees or expenses of any such
                Dealers.

            


    

     

    
      	
              16.

            	
              CAPTIONS.
                

            


    

     

    The
      Section titles herein are for reference purposes only and do not control or
      affect the meaning or interpretation of any term or provision
      hereof.

     

    
      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

     

    
      	
              17.

            	
              AMENDMENTS.
                

            


    

     

    No
      alteration, amendment, change or addition hereto shall be binding or effective
      unless the same is set forth in a writing signed by a duly authorized
      representative of each Party.

     

    
      	
              18.

            	
              PARTIAL
                INVALIDITY. 

            


    

     

    If
      it is
      finally determined that any term or provision hereof is invalid or
      unenforceable, (a) the remaining terms and provisions hereof shall be
      unimpaired, and (b) the invalid or unenforceable term or provision shall be
      replaced by a term or provision that is valid and enforceable and that comes
      as
      close as possible to expressing the intention of the invalid or unenforceable
      term or provision.

     

    
      	
              19.

            	
              ENTIRE
                AGREEMENT. 

            


    

     

    This
      Agreement embodies the entire agreement and understanding of the Parties and
      supersedes any and all prior agreements, arrangements and understandings
      relating to the matters provided for herein.

     

    
      	
              20.

            	
              COUNTERPARTS.
                

            


    

     

    This
      Agreement may be executed in one or more counterparts, each of which shall
      be an
      original, but all of which together shall be considered one and the same
      agreement.

     

    IN
      WITNESS WHEREOF, this Placement Agency Agreement has been executed as of the
      date first written above by duly authorized representatives of the Company
      and
      Stonegate.

     

    
      	 	
              IGNIS
                PETROLEUM GROUP, INC.

            
	 	 
	 	 
	 	 
	 	
              By:
                /s/
                MICHAEL PIAZZA

            
	 	
              Title:
                President and Chief Executive Officer

            
	 	 
	 	
              STONEGATE
                SECURITIES, INC.

            
	 	 
	 	 
	 	 
	 	
              By:/s/
                SCOTT GRIFFITH

            
	 	
              Title:
                President 

            


    

     

     

    
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