ex10-4.htm


    Exhibit 10.4

     

     

    
      STOCK PURCHASE
AGREEMENT

       

      THIS STOCK PURCHASE AGREEMENT,
dated as of this 22nd day of July, 2009 between DirectView Holdings, Inc., a
Delaware corporation having offices at 7700 West Camino Real Blvd., Ste 323,
Boca Raton, FL 33433 (the "Company"), and Redrock Strategies, Inc. a
British Virgin Island corporation with its principal place of business address
Qwomar Trade Building, 3'd
Floor, Roadtown, BVI (the "Purchaser").

       

      WHEREAS, the parties desire
that, upon the terms and subject to the conditions contained herein, the
Purchaser shall purchase up to Three Million (3,000,000) shares of the Company's
common stock, $.0001 par value per share (the "COMMON STOCK"); and

       

      WHEREAS, the Seller agrees to
place in escrow a share certificate representing Three Million (3,000,000)
shares with the Escrow Agent in accordance with the Share Deposit Escrow
Agreement, which will be used for the take down of all shares purchased pursuant
to this Purchase Agreement; and

       

      WHEREAS, such purchase will be
made in reliance upon the provisions of Section 4(2) under the Securities Act of
1933, as amended (the "1933 ACT") and/or upon such other exemption from the
registration requirements of the 1933 Act as may be available with respect to
any or all of the purchases of Common Stock to be made hereunder.

       

      ARTICLE
I

      PURCHASE,
SALE AND TERMS OF SHARES

       

      
        	
                1.1.

              	
                The
      Company agrees to issue and sell to the Purchaser in reliance upon
      theprovisions
      of Section 4(2) under the Securities Act of 1933, as amended (the "1933
      ACT") and/or upon such other exemption from the registration requirements
      of the 1933 Act as may be available with respect to any or all of the
      purchases of Common Stock to be made hereunder in consideration of and in
      express reliance upon the representations, warranties, covenants, terms
      and conditions of this Agreement up to Three Million (3,000,000) shares
      (the "Shares") of the Company as set forth below. Purchaser shall assign
      the voting rights of the stock to Company's Board of Directors at closing,
      as to all shares to be escrowed under this Stock Purchase Agreement and
      which are to be purchased hereunder by
  Purchaser.

              


      

       

      
        	
                1.2.

              	
                Closing Price.

              


      

       

      1.2.a The
transaction will be closed in a series of individual closings, as provided for
herein, with each separate take down being a "Closing". The Purchaser will pay
the Purchase Price of each take down by wire transfer of immediately available
funds in one single payment. Purchaser shall initiate the closing process by
sending a written Purchase Notice to Seller at the address set forth below. The
Purchase Notice shall set forth the number of Shares to be purchased, the total
consideration to be paid, the price per share and the delivery address for the
sharer certificates
(the "Closing").

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      1.2.b The
Company shall sell to the Purchaser the shares at a per share purchase price
which shall be 10% of the net
proceeds .

       

      
        	
                1.3.

              	
                Delivery of Purchase
      Notice. Purchaser shall have sixty (60) days from the date
      of
      this Agreement to deliver one or more Purchase Notices to Seller. A
      Purchase Notice may be for all or a part of the shares set forth in
      Section 1.1 above. Purchaser may deliver more than one Purchase Notice,
      provided however, that the number of shares purchased pursuant to all
      Purchase Notices shall not exceed the number of Shares set forth in
      Section 1.1. A sample Purchase Notice is attached in Schedule
      1.3.

              


      

       

      
        	
                1.4.

              	
                Obligation of
      Purchaser to Purchase the shares. The Purchaser agrees to purchase
      up
      to Three Million (3,000,000) shares between the date hereof and December
      31, 2010. However, Purchaser shall only be liable to purchase the number
      of Shares set forth in each Purchase Notice; the total number of shares
      purchased may be less than Three Million (3,000,000)
    shares.

              


      

       

      
        	
                1.5.

              	
                Escrow of Shares with
      Escrow Agent.

              


      

       

      
        
          	
                	
                  1.5.a.

                	
                  As
      a condition for the entry into this Agreement, Purchaser requires the
      Company to place into an escrow account, as set forth below, a share
      certificate, made out in the name of Purchaser, representing Three Million
      (3,000,000) shares of the Company's common securities. The terms and
      conditions of the escrow are set forth in the Share Deposit Escrow
      Agreement described in 1.5.b, below, and as further set forth in this
      Agreement. The Company pursuant to this Agreement and pursuant to the
      terms and conditions of the Share Deposit Escrow Agreement, shall deposit
      with the Escrow Agent a share certificate representing Three Million
      (3,000,000) shares of the Company's common
  stock.

                


        

      

       

      
        
          	
                	
                  1.5.b.

                	
                  The
      Escrow Agent shall disburse and deliver to the Purchaser in accordance
      with the Share Deposit Escrow Agreement that number of shares purchased as
      set forth in the Purchase Notice, in accordance with the other applicable
      provisions set forth in this Agreement. The shares shall be deducted from
      the Certificate of Three Million (3,000,000) shares held in
      escrow.

                


        

      

       

      
        
          	
                	
                  1.5.c.

                	
                  The
      Escrow Agent is irrevocably instructed to deliver the number of shares set
      forth in the Purchase Notice upon receipt by the Escrow Agent of an
      executed Purchase Notice and evidence of payment of the purchase price.
      Evidence of payment for said shares shall be conclusive upon receipt by
      Escrow Agent of the "wire transfer" form, properly executed by the
      Purchaser's sending banking institution. At such time as the
      EscrowAgent
      disburses the Three Million (3,000,000) shares, or receives evidence of a
      termination of this Agreement, the obligations of the transfer agent
      pursuant to the Share Deposit Escrow Agreement shall be
      terminated.

                


        

      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
        	
                1.6. 

              	
                Representations by the
      Purchaser. The Purchaser makes the following representations
      and warranties to the Company:

              


      

       

      
        
          	
                	
                  A.

                	
                  Access to
      Information The Purchaser, in making the decision to purchase the
      Shares, has relied upon the representations and warranties contained in
      this Agreement as well as independent investigations made by it and/or its
      representatives, if any. The Purchaser and/or its representatives during
      the course of this transaction, and prior to the purchase of any Shares,
      has had the opportunity to ask questions of and receive answers from the
      management of the Company concerning the business of the Company and to
      receive any additional information, documents, records and books relative
      to the business, assets, financial condition, results of operations and
      liabilities (contingent or otherwise) of the
    Company.

                


        

      

       

      
        
          	
                	
                  B.

                	
                  Sophistication and
      Knowledge. The Purchaser and/or its representatives has
      such knowledge and experience in financial and business matters that it
      can represent itself and is capable of evaluating the merits and risks of
      the purchase of the Shares. The Purchaser is not relying on the Company
      with respect to the tax and other economic considerations of an investment
      in the Shares, and the Purchaser has relied on the advice of, or has
      consulted with, only the Purchaser's own advisor(s). The Purchaser
      represents that it has not been organized for the purpose of acquiring the
      Shares.

                


        

      

       

      
        
          	
                	
                  C.

                	
                  Lack of
      Liquidity. The Purchaser acknowledges that the purchase of the
      Shares
      involves a high degree of risk and further acknowledges that it can bear
      the economic risk of the purchase of the Shares, including the total loss
      of its investment. The Purchaser acknowledges and understands that the
      Shares are restricted, and are subject to various resale restrictions in
      accordance with the securities laws of the United States. The Purchaser
      has no present need for liquidity in connection with its purchase of the
      Shares.

                


        

      

       

      
        
          	
                	
                  D.

                	
                  No Public
      Solicitation. The Purchaser is not subscribing for the Shares as
      a
      result of or subsequent to any advertisement, article, notice or other
      communication published in any newspaper, magazine or similar media or
      broadcast over television or radio, or presented at any seminar or
      meeting, or any solicitation of a subscription by a person not previously
      known to the Purchaser in connection with investments in securities
      generally.

                


        

      

       

      
        
          	
                	
                  E. 

                	
                  Authority. The
      Purchaser has full right and power to enter into and perform
      its obligations under this Agreement and to make an investment in the
      Company, and this Agreement constitutes the Purchaser's valid and legally
      binding obligation, enforceable in accordance with its terms. The
      Purchaser is authorized and otherwise duly qualified to purchase and hold
      the Shares and to enter into this
  Agreement.

                


        

      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
        
          	
                	
                  F.

                	
                  Brokers
      or Finders. No person has or will have, as a result of the
      transactions contemplated by this Agreement, any right, interest or valid
      claim against or upon the Company for any commission, fee or other
      compensation as a finder or broker because of any act or omission by such
      Purchaser or its respective
agents.

                


        

      

       

      
        
          	
                	
                  G.

                	
                  Requirements
      for Transfer. Purchaser agrees that it will not transfer the
      Shares, and the Company shall not be required to transfer the shares
      unless the transferee executes a representation letter substantially in accordance
      with Exhibit A hereto.

                


        

      

       

      
        	
              	
                H.

              	
                Each
      certificate representing the Shares shall be endorsed with thefollowing
      legends, in addition to any other legend required to be placed thereon by
      applicable federal or state securities
laws:

              


      

       

      THE
SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT"), AS AMENDED AND HAVE BEEN TAKEN BY THE ISSUEE
FOR INVESTMENT PURPOSES. SAID SHARES MAY NOT BE SOLD OR TRANSFERRED UNLESS (A)
THEY HAVE BEEN REGISTERED UNDER SAID ACT, OR (B) THE COMPANY IS PRESENTED WITH
EITHER A WRITTEN OPINION OF COUNSEL OR A "NO- ACTION" LETTER FROM SEC, IN EITHER
CASE IN FORM AND SUBSTANCE ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE CIRCUMSTANCES OF SUCH SALE OR
TRANSFER.

       

      
        
          	
                	
                  a.

                	
                  The
      Purchaser consents to the Company making a notation on its records or
      giving instructions to any transfer agent of the Company in order to
      implement the restrictions on transfer of the Shares set forth in this
      Section 1.5.

                


        

      

       

      
        
          	
                	
                  b.

                	
                  The
      Purchaser and any transferees of the shares of the Company's Common Stock
      purchased by the Purchaser pursuant to this Agreement shall not be named
      or identified on any lists of the Office of Foreign Assets Control who are
      prohibited from purchasing securities of U.S. domestic companies. Further,
      this transaction and any resale of shares by the Purchaser to transferees
      shall not violate the anti-money laundering and other provisions of the
      Bank Secrecy Act, as amended by the U.S. Patriot
  Act.

                


        

      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      ARTICLE
II

      COVENANTS
OF THE COMPANY

       

      
        	
                2.1.

              	
                Operations.
      From and after the date hereof through the final purchase of the
      Shares,
      the Company will operate only in the ordinary course of
      business.

              


      

       

      
        	
                2.2 

              	
                Inspection.The
      Company shall permit authorized representatives of the Purchaser
      to visit and inspect any of the properties of the Company, including its
      books of account (and to make copies thereof and take extracts there
      from), and to discuss its affairs, finances and accounts with its
      officers, employees, independent accountants, consultants and attorneys,
      all at such reasonable times and as often as may be reasonably
      requested.

              


      

       

      
        	
                2.3

              	
                Share Registry:
      Removal of Legend. The Company agrees that it shall instruct its
      transfer
      agent to automatically remove any legend upon compliance with all rules
      and regulations of the securities laws of the United States pertaining to
      such transactions. Holders of shares bearing a legend may have the legend
      removed by submitting certificate(s) together with appropriate opinions of
      counsel and any other documentation required by company or transfer agent.
      Neither the Company nor the stock transfer agent shall be obligated to
      remove any other legend required by
law.

              


      

       

      ARTICLE
III

      REPRESENTATIONS
AND WARRANTIES OF THE COMPANY

       

      The
Company represents and warrants to the Purchaser as follows, which
representations and warranties shall be true and correct in all material
respects on the date of each closing of the purchase of the Shares:

       

      
        	
                3.1.

              	
                Organization and
      Standing. The Company has been duly incorporated and is
      validly
      existing and in good standing under the laws of the State of Delaware and
      has the requisite corporate power and authority necessary to own its
      properties and to conduct its business as presently conducted, to deliver
      this Agreement and all other agreements required to he executed by the
      Company in connection with performance under this Agreement (collectively
      with this Agreement, the "Transaction Documents"), to issue and sell the
      Shares and to carry out the provisions of the Transaction Documents. The
      Company is duly qualified to transact business as a foreign corporation
      and is in good standing in every jurisdiction in which the failure to so
      qualify would have a material adverse effect on the operations or
      financial condition of the Company.

              


      

       

      
        	
                3.2.

              	
                Authority for
      Agreement. The execution and delivery by the Company of the
      Transaction
      Documents, and the performance by the Company of its obligations there
      under, have been duly and validly authorized by all requisite corporate
      action on the part of the Company. The Transaction Documents, when
      executed and delivered, will be legally valid and binding obligations of
      the Company, enforceable
      against the Company in accordance with their terms, except as limited by
      applicable bankruptcy, insolvency, reorganization, moratorium or other
      laws of general application affecting enforcement of creditors' rights,
      and general principles of equity that restrict the availability of
      equitable remedies. To the Company's knowledge, the execution and delivery
      of the Transaction Documents by the Company and the performance by the
      Company of its obligations thereunder do not, as of the date hereof: (i)
      conflict with or violate the provisions of the Company's Charter or
      Bylaws; (ii) require on the part of the Company any filing with. or any
      permit, authorization, consent or approval of, any Governmental Entity;
      (iii) conflict with, result in a breach of. constitute (with or without
      due notice or lapse of time or both) a default under, result in the
      acceleration of, create in any party the right to accelerate, terminate,
      modify or cancel, or require any notice, consent or waiver under, any
      contract, lease, sublease, license, sublicense, franchise, permit,
      indenture, agreement or mortgage for borrowed money, instrument of
      indebtedness, lien, encumbrance or other arrangement to which the Company
      is a party or by which the Company is bound or to which its assets are
      subject; (iv) result in the imposition of any Security Interest upon any
      assets of the Company or; (v) violate or contravene any federal law of the
      United States, any Delaware corporate or applicable state statute, any
      rule or regulation applicable to the Company or any order, writ, judgment,
      injunction, decree, determination or
award.

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      
        	
                3.3.

              	
                Subsidiaries.
      The Company has no subsidiaries.

              


      

       

      
        	
                3.4.

              	
                Issuance of
      Securities. The issuance, sale and delivery of the Securities in
      accordance
      with this Agreement, have been, or will be, on or prior to the Closing,
      duly authorized, and the Shares reserved for issuance by all necessary
      corporate action on the part of the Company. The Securities, when so
      issued, sold and delivered against payment therefore in accordance with
      the provisions of this Agreement will be duly and validly issued, fully
      paid and non-assessable, and will be free of all liens, charges, claims,
      encumbrances and restrictions on transfer other than the restrictions on
      transfer under the Transaction Documents and under applicable state and
      federal securities laws.

              


      

       

      
        	
                3.5.

              	
                Governmental
      Consents. No consent, approval, order or authorization of, or
      registration,
      qualification, designation, declaration or filing with, any governmental
      entity or regulatory body (a "Governmental Entity") is required on the
      part of the Company in connection with the execution and delivery of the
      Transaction Documents, the offer, issue, sale and delivery of the
      Securities or the other transactions to be consummated as contemplated by
      this Agreement.

              


      

       

      
        	
                3.6. 

              	
                Offering
      Exemption. Assuming the accuracy of the representations and
      warranties
      made by the Purchaser, the offer, sale and issuance of the Securities to
      the Purchaser will be exempt from the registration requirements of the
      Securities Act. Neither the Company nor any agent on its behalf has
      solicited or will solicit any offers to sell or has offered to sell or
      will offer to sell all or any part of the Securities
      to any person or persons so as to bring the sale of such Securities by the
      Company within the registration provisions of the Securities Act or any
      state securities laws.

              


      

       

      
        	
                3.7.

              	
                Litigation.
      There is no action, suit, proceeding or investigation pending, nor to
      the
      Company's knowledge, currently threatened, against the Company, except as
      described on Schedule 3.9 to this Agreement. The Company is not aware of
      any basis for any of the foregoing or any intent on its part to initiate
      any of the foregoing.

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
        	
                3.8.

              	
                Financial
      Statements. The financial statements of the Company (the "Financial
      Statements")
      are complete and correct in all material respects, are in accordance with
      the books and records of the Company as at the dates and for the periods
      indicated, and have been prepared in accordance with generally accepted
      accounting principles consistently applied to companies domiciled in the
      United States, except to the extent that the tin-audited financial
      statements may not contain all required footnotes and are subject to
      normal year-end audit adjustments that in the aggregate will not be
      material.

              


      

       

      
        	
                3.9.

              	
                Absence of
      Liabilities. Except as set forth in the Financial Statements, the
      Company
      has no material liabilities, contingent or otherwise, other than (i)
      liabilities incurred in the ordinary course of business, that individually
      or in the aggregate are not material to the financial condition or
      operating results of the Company, and (ii) obligations not required under
      generally accepted accounting principles to be reflected in the Financial
      Statements.

              


      

       

      
        
          	
                  3.10.

                	
                  Taxes. The
      Company has paid all taxes due as of the date hereof. The Company has
      timely filed or has obtained presently effective extensions with respect
      to all Federal, state, county, local and foreign tax returns
      (collectively, "Tax Returns") that the Company are required to file. The
      Tax Returns are true and correct and all taxes shown thereon to be due
      have been timely paid, with any exceptions permitted by any taxing
      authority not having a materially adverse effect on the Company. No
      penalties or other charges are or will become due with respect to any such
      Tax Returns as the result of the late tiling thereof The Company has
      either paid or established in the Financial Statements adequate reserves
      for the payment of all such taxes due or claimed to be due by any taxing
      authority in connection with any such Tax Returns. None of the Company's
      federal income tax returns have been audited by the Internal Revenue
      Service, and no controversy with respect to taxes of any type is pending
      or, to the knowledge of the Company, threatened. Neither the Company nor
      any of its stockholders has ever filed (i) an election pursuant to Section
      1362 of the Internal Revenue Code of 1986, as amended (the "Code"), that
      the Company be taxed as an S Corporation, or (ii) a consent pursuant to
      Section 341(f) of the Code relating to collapsible
      corporations.

                


        

         

        
          	
                  3.11.

                	
                  Property and
      Assets. The Company has good title to, or a valid leasehold
      interest in,
      all of its material properties and assets, including all properties and
      assets reflected in the Balance Sheet. None of such properties or assets
      is subject to any mortgage, pledge, lien, security interest, lease, charge
      or encumbrance other than those the material terms of which are described
      in the Balance Sheet. The Company does not own any real estate. All
      personal property of the Company is in good operating condition and repair
      (ordinary wear and tear and routinely scheduled maintenance excepted) and
      is suitable and adequate for the uses for which it is intended or is being
      used.

                


        

      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      
        
          	
                  3.12.

                	
                  Intellectual
      Property. To the best of the Company's knowledge the Company owns,
      or has the right to use, free and clear of all liens, charges, claims and
      restrictions, all patents, patent applications, trademarks, service marks,
      trademark and service mark applications, trade names, copyrights and
      licenses presently owned or held by the Company or employed or proposed to
      be employed by it in its business as now conducted or proposed to be
      conducted, as well as any agreement under which the Company has access to
      any confidential information used by the Company in its business (the
      "Intellectual Property Rights"). Except as set forth on Schedule 3.12,
      the Company has not received any communications alleging that the Company
      has violated any of the patents, trademarks, service marks, trade names,
      copyrights, licenses, trade secrets or other proprietary rights of any
      other person or entity ("Third-Party Intellectual Property Rights"), and
      to the best of Company's knowledge the business proposed by the Company
      will not cause the Company to infringe or violate any Third Party
      Intellectual Property Rights. The Company is not aware of any violation by
      any third party of any Intellectual Property Rights of the Company or of
      any defects therein or in the title thereto. The Company is not aware that
      any employee is obligated under any contract (including any license,
      covenant or commitment of any nature) or other agreement, or subject to
      any judgment, decree or order of any court or administrative agency, that
      would conflict or interfere with: (i) the performance of such employee's
      duties as an officer, employee or director of the Company; (ii) the use of
      such employee's best efforts to promote the interests of the Company; or
      (iii) the Company's business as
conducted.

                


        

      

       

      
        
          	
                  3.13.

                	
                  Compliance. The
      Company has, in all material respects, complied with all laws, regulations
      and orders applicable to their business and have all material permits and
      licenses required thereby. There is no term or provision of any material
      mortgage, indenture, contract, agreement or instrument to which the
      Company is a party or by which it is bound, or, to the best of the
      Company's knowledge, of any state or Federal judgment, decree, order,
      statute, rule or regulation applicable to or binding upon the Company that
      materially adversely affects the business, prospects, condition, affairs
      or operations of the Company or any of its properties or assets. To the
      Company's knowledge, no employee of the Company is in violation of any
      contract or covenant (either with the Company or with another entity)
      relating to employment, patent, other proprietary information disclosure,
      non-competition, or
non-solicitation.

                


        

      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      
        
          	
                  3.14.

                	
                  Employees. All
      employees of the Company who have access to confidential or proprietary
      information of the Company have executed and delivered nondisclosure
      agreements, and all of such agreements are in full force and effect. The
      Company is not aware that any employee of the Company has plans to
      terminate his or her employment relationship with the Company. The Company
      has complied in all material respects with all applicable laws relating to
      wages, hours, equal opportunity, collective bargaining, workers'
      compensation insurance and the payment of social security and other taxes.
      None of the employees of the Company is represented by any labor union,
      and there is no labor strike or other labor trouble (including, without
      limitation, any organizational drive) pending or, to the knowledge of the
      Company, threatened with respect to the
Company.

                


        

      

       

      
        
          	
                  3.15.

                	
                  Environmental and
      Safety Matters. To the Company's knowledge, the Company is not in
      material violation of any applicable environmental law, and to its
      knowledge, no material expenditures are or will be required in order to
      comply with any such environmental
law.

                


        

      

       

      
        
          	
                  3.16.

                	
                  Books and
      Records. The books of account, ledgers, order books, records and
      documents of the Company accurately and completely reflect all material
      information relating to the business of the Company the location and
      collection of its assets, and the nature of all transactions
      `giving  rise to the obligations or accounts receivable of the
      Company.

                


        

      

       

      
        
          	
                  3.17.

                	
                  Brokers or
      Finders. The Company has not agreed to incur, directly or
      indirectly, any liability for brokerage or finders' fees, agents'
      commissions or other similar charges in connection with the Transaction
      Documents or any of the transactions contemplated hereby or
      thereby.

                


        

      

       

      
        
          	
                  3.18.

                	
                  Disclosures.
      The Company has provided the Purchaser with all information requested by
      the Purchaser in connection with their decision to purchase the
      Securities. Neither this Agreement, any Exhibit hereto nor the Transaction
      Documents, nor any report, certificate or instrument furnished to the
      Purchaser or its agents in connection with the transactions contemplated
      by this Agreement, when read together, contains or will contain any
      material misstatement of fact or omits to state a material fact necessary
      to make the statements contained herein or therein not
      misleading.

                


        

      

       

      ARTICLE
IV

      MISCELLANEOUS

       

      
        	
                4.1.

              	
                No Waiver; Cumulative
      Remedies. No failure or delay on the part of any party to
      this
      Agreement in exercising any right, power or remedy hereunder shall operate
      as a waiver thereof; nor shall any single or partial exercise of any such
      right, power or remedy preclude any other or further exercise thereof or
      the exercise of any other right, power or remedy hereunder. The remedies
      herein provided are cumulative and not exclusive of any remedies provided
      by law.

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      
        	
                4.2.

              	
                Amendments, Waivers
      and Consents. Any provision in the Agreement to the contrary
      notwithstanding, and except as hereinafter provided, changes in,
      termination or amendments of or additions to this Agreement may be made,
      and compliance with any covenant or provision set forth herein may be
      omitted or waived, if the Company or Purchaser, as the ease may be, shall
      first obtain consent thereto in writing from the other party. Any waiver
      or consent may be given subject to satisfaction of conditions stated
      therein and any waiver or consent shall be effective only in the specific
      instance and for the specific purpose for which
      given.

              


      

       

      
        	
                4.3.

              	
                Addresses for
      Notices. All notices, requests, demands and other communications
      provided
      for hereunder shall be in writing (including electronic communication) and
      mailed, telegraphed or delivered to each applicable party at the address
      set forth on Schedule 4.3 hereto or at such other address as to which such
      party may inform the other parties in writing in compliance with the terms
      of this Section. All such notices, requests, demands and other
      communications shall be considered to be effective when
      delivered.

              


      

       

      
        	
                4.4.

              	
                Costs. Expenses and
      Taxes. All parties to this Agreement shall bear their own
      expenses
      in connection herewith.

              


      

       

      
        	
                4.5.

              	
                Effectiveness; Binding
      Effect; Assignment. This Agreement shall be binding upon
      and inure to the benefit of the Company, the Purchaser and their
      respective successors and assigns; provided however, that, the Company may
      not assign any of its rights or obligations under this Agreement without
      the prior written consent of the
Purchaser.

              


      

       

      
        	
                4.6.

              	
                Prior
      Agreements. The Transaction Documents executed and delivered in
      connection
      herewith constitute the entire agreement between the parties and supersede
      any prior understandings or agreements concerning the subject matter
      hereof

              


      

       

      
        	
                4.7.

              	
                Severability.
      The provisions of the Transaction Documents are severable and, in
      the
      event that any court of competent jurisdiction shall determine that any
      one or more of the provisions or part of a provision contained therein
      shall, for any reason, be held to be invalid, illegal or unenforceable in
      any respect, such invalidity, illegality or unenforceability shall not
      affect any other provision or part of a provision of such Transaction
      Document and the terms of the Shares shall be reformed and construed as if
      such invalid or illegal or unenforceable provision, or part of a
      provision, had never been contained herein, and such provisions or part
      reformed so that it would be valid, legal and enforceable to the
      maximum extent possible.

              


      

       

      
        	
                4.8.

              	
                Governing Law:
      Venue.

              


      

       

      
        	
              	
                A.

              	
                This
      Agreement shall be enforced, governed and construed in
      accordancewith
      the laws of the State of Florida or federal securities law, where
      applicable, without giving effect to choice of laws principles or conflict
      of laws provisions. Any suit, action or proceeding pertaining to this
      Agreement or any transaction relating hereto shall be brought in the State
      of Florida, United States of America, and the undersigned hereby
      irrevocably consent and submit to the jurisdiction of such courts for the
      purpose of any such suit, action, or proceeding. Purchaser acknowledges
      and agrees that jurisdiction and venue hereunder shall lie exclusively in
      Palm Beach County, Florida.

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      
        	
              	
                B.

              	
                Purchaser
      hereby waives, and agrees not to assert against the Company,
      orany
      successor assignee thereof, by way of motion, as a defense, or otherwise,
      in any such suit, action or proceeding, (i) any claim that the Purchaser
      is not personally subject to the jurisdiction of the above-named courts,
      and (ii) to the extent permitted by applicable law, any claim that such
      suit, action or proceeding is brought in an inconvenient forum or that the
      venue of any such suit, action or proceeding is improper or that this
      Agreement may not be enforced in or by such
  courts

              


      

       

      
        	
                4.9. 

              	
                Headings.
      Article, section and subsection headings in this Agreement are
      included
      herein for convenience of reference only and shall not constitute a part
      of this Agreement for any other
purpose.

              


      

       

      
        
          	
                  4.10.

                	
                  Survival of
      Representations and Warranties. All representations and warranties
      made in the Transaction Documents, the Shares, or any other instrument or
      document delivered in connection herewith or therewith, shall survive the
      execution and delivery hereof or
thereof.

                


        

      

       

      
        
          	
                  4.11.

                	
                  Counterparts.
      This Agreement may be executed in any number of counterparts, all of which
      taken together shall constitute one and the same instrument, and any of
      the parties hereto may execute this Agreement by signing any such
      counterpart.

                


        

      

       

      
        
          	
                  4.12.

                	
                  Further
      Assurances. From and after the date of this Agreement, upon the
      request of the Purchaser or the Company, the Company and the Purchaser
      shall execute and deliver such instruments, documents and other writings
      as may be reasonably necessary or desirable to confirm and carry out and
      to effectuate fully the intent and purposes of the Transaction Documents
      and the Shares.

                


        

      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      IN WITNESS WHEREOF, the parties hereto have
caused this Stock Purchase Agreement to be executed as of the date first above
written.

       

      SELLER:

       

      DIRECTVIEW
HOLDINGS, INC.

       

      By: /s/ Roger H. Ralson

       

      Name: Roger H.
Ralson

      Title:
CEO

       

       

      PURCHASER:

       

      REDROCK
STRATEGIES, INC.

       

      By: /s/ Mark Moran

       

      Name:
Mark Moran

      For and
on behalf of Saltire Management
Ltd.

       

      Title:
Director

       

       

       

      12