Exhibit 10.1


SERIES
H CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT


THIS
SERIES H CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”)
is made and entered into as of __________, 2013, by and among NatureWell Incorporated, a Delaware
corporation, and its subsidiaries, successors in interest to NatureWell Incorporated and its subsidiaries (collectively, the “Company”),
and the Investors listed on Exhibit A attached hereto (who shall execute this Agreement and who are collectively referred
to as the “Investors”, together
with the Company, sometimes referred to as the “Parties”).


RECITALS


WHEREAS,
the Company and the Investors are executing and delivering this Agreement in reliance upon an exemption from securities
registration pursuant to Section 4(2) and/or Rule 506 of Regulation D (“Regulation
D”) as promulgated by the United States Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Securities
Act”);


WHEREAS,
the Company desires to authorize, issue and sell shares of its Series H Convertible Preferred Stock, $0.01 par value per
share (the “Series H Stock”) and
Warrants (the “Warrants”) to the
Investors, and the Investors desire to purchase shares of the Series H Stock and Warrants, all on the terms and subject to the
conditions herein set forth;


WHEREAS,
on March 13, 2013, the Company entered into an Agreement and Plan of Merger (the “Merger”) with Brazil Interactive
Media, Inc. (“BIMI”) whereby the Company acquired all of the issued and outstanding shares of Common Stock of BIMI,
pursuant to the terms and conditions of that agreement. As a result of the Merger, the Company is, as of the date of this Agreement,
taking steps to change its name to “Brazil Interactive Media, Inc.”; and


NOW,
THEREFORE, for and in consideration of the foregoing premises, the mutual covenants and agreements contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:


1.
Authorization of Securities. The Company has authorized the number of shares of Series H Stock as provided herein,
which shall be entitled to the rights, privileges and preferences set forth in the Company’s Articles of Incorporation as
modified by the Certificate of Designation (Exhibit C) for the Series H Stock that has been filed by the Company with the
Delaware Secretary of State on or before the Closing. As used in this Agreement, the term “Preferred
Stock” shall mean the shares of Series H Stock issued and outstanding immediately after the closing described
in Section 3 hereof and all shares of Series H Stock issued in exchange or substitution therefor. The Series H Stock shall
be convertible into shares of the Common Stock, $0.0001 par value per share (the “Common
Stock”), as set forth in the Articles of Incorporation. As soon as practicable after Closing, the Company
shall authorize and reserve a sufficient number of its previously authorized but unissued shares of Common Stock to satisfy the
rights of conversion and purchase of the holders of the Series H Stock. Any shares of Common Stock issuable upon conversion of
the Series H Stock, when issued, shall be referred to as “Conversion
Shares”.


2. Sale
and Purchase of Shares of the Series H Stock. Subject to the terms and conditions herein, the Company agrees to
sell to the Investors, and each of the Investors severally agrees to purchase from the Company on the date hereof in accordance
with this Agreement, the number of shares of Series H Stock




    	1



    	 



    

set forth opposite such Investor’s
name on Exhibit A at a purchase price of One Hundred Dollars ($100.00) per share (the “Purchase
Commitment”). The Company’s agreement with each Investor is a separate agreement, and the sale of the Series
H Stock to each Investor is a separate sale. The Company agrees to accept the Note delivered by Dutchess Opportunity Fund II LP
as a portion of the total purchase price for that Investor’s Purchase Commitment.


		2.1.	Warrant.
                                                                                                          As an inducement
                                                                                                          to purchase the Series
                                                                                                          H Stock, the Investor
                                                                                                          is entitled to receive
                                                                                                          a Warrant (Exhibit
                                                                                                          D) which provides
                                                                                                          the Investor with the
                                                                                                          right to purchase additional
                                                                                                          shares of the Common
                                                                                                          Stock.
                                                                                                          The Company shall authorize
                                                                                                          and reserve a sufficient
                                                                                                          number of its previously
                                                                                                          authorized but unissued
                                                                                                          shares of Common Stock
                                                                                                          to satisfy the rights
                                                                                                          of exercise and purchase
                                                                                                          of the holders of the
                                                                                                          Warrant.



3. The Closing. The
closing of the sale of the Series H Stock shall take place at 10:00 a.m. local time at the offices of the Company on March 21,
2013, or at such other place or different time or day as may be mutually acceptable to the Investors and the Company (the “Closing”).
The date and time on which the Closing occurs shall be referred to as the “Closing
Date”. On the Closing Date, the Company shall deliver to each of the Investors purchasing shares of the Series
H Stock on such date a stock certificate for the number of shares of Series H Stock being acquired by such Investor, which shares
shall be registered in the Investor’s name or as otherwise designated by the Investor. At the Closing, each Investor shall
pay to the Company the purchase price for the Purchase Commitment set forth on Exhibit A by wire transfer of immediately
available funds or bank or cashier’s check payable to the Company.


4.
Representations and Warranties by the Company. As a material inducement to each of the Investors to enter into
this Agreement and to purchase the number of shares of the Series H Stock set forth after such Investor’s name on Schedule
I, with the understanding that each Investor will be relying thereon in consummating the transactions contemplated hereunder,
the Company hereby represents and warrants to each Investor that, except as set forth (i) in the Disclosure Schedule attached
hereto and prepared and delivered by the Company to the Investors on the date hereof (the “Disclosure
Schedule”), or (ii) the SEC Documents (as defined herein), the statements contained in this Section 4 are
true and correct. The Disclosure Schedule is arranged in sections corresponding to the sections and subsections of this Section
4:


		4.1.	Organization,
                                                                                                          Qualification and Power.
                                                                                                          The Company is a corporation
                                                                                                          duly organized, validly
                                                                                                          existing and in good
                                                                                                          standing under the laws
                                                                                                          of its jurisdiction
                                                                                                          of incorporation, and
                                                                                                          has all requisite corporate
                                                                                                          power and authority,
                                                                                                          and all governmental
                                                                                                          licenses, governmental
                                                                                                          authorizations, governmental
                                                                                                          consents and governmental
                                                                                                          approvals, required
                                                                                                          to carry on its business
                                                                                                          as now conducted and
                                                                                                          to own, lease and operate
                                                                                                          the assets and properties
                                                                                                          of the Company as now
                                                                                                          owned, leased and operated.
                                                                                                          The Company is duly
                                                                                                          qualified or licensed
                                                                                                          to do business as a
                                                                                                          foreign corporation
                                                                                                          and is in good standing
                                                                                                          in every jurisdiction
                                                                                                          in which the character
                                                                                                          or location of its properties
                                                                                                          and assets owned, leased
                                                                                                          or operated by the Company
                                                                                                          or the nature of the
                                                                                                          business conducted by
                                                                                                          the Company requires
                                                                                                          such qualification or
                                                                                                          licensing, except where
                                                                                                          the failure to be so
                                                                                                          qualified, licensed
                                                                                                          or in good standing
                                                                                                          in such other jurisdiction
                                                                                                          could not, individually
                                                                                                          or in the aggregate,
                                                                                                          have a Material Adverse
                                                                                                          Effect (as defined herein)
                                                                                                          on the Company. The
                                                                                                          Company has heretofore
                                                                                                          delivered to the Investors
                                                                                                          complete and accurate
                                                                                                          copies of its Articles
                                                                                                          of Incorporation and
                                                                                                          Bylaws, as currently
                                                                                                          in effect. The Company
                                                                                                          has previously delivered
                                                                                                          to the Investors a complete
                                                                                                          and accurate list of
                                                                                                          all jurisdictions in
                                                                                                          which the Company is
                                                                                                          qualified or licensed
                                                                                                          to do business as of
                                                                                                          the date hereof.





    	2



    	 



    

 


		4.2.	Authorization;
                                                                                                          Enforcement.
                                                                                                          The Company has full
                                                                                                          power and authority
                                                                                                          to enter into this Agreement,
                                                                                                          the related Security
                                                                                                          Agreement, any and all
                                                                                                          agreements referenced
                                                                                                          herein or therein, and
                                                                                                          all agreements and documents
                                                                                                          related to the foregoing
                                                                                                          (collectively, the “Transaction
                                                                                                          Documents”)
                                                                                                          and to carry out the
                                                                                                          transactions contemplated
                                                                                                          in the Transaction Documents.
                                                                                                          The Board of Directors
                                                                                                          of the Company and the
                                                                                                          Company’s stockholders
                                                                                                          have taken all action
                                                                                                          required by law, the
                                                                                                          Company’s charter
                                                                                                          documents and otherwise
                                                                                                          to duly and validly
                                                                                                          authorize and approve
                                                                                                          the execution, delivery
                                                                                                          and performance by the
                                                                                                          Company of the Transaction
                                                                                                          Documents and the consummation
                                                                                                          by the Company of the
                                                                                                          transactions contemplated
                                                                                                          in the Transaction Documents
                                                                                                          and no other corporate
                                                                                                          proceedings on the part
                                                                                                          of the Company are necessary
                                                                                                          to authorize the Transaction
                                                                                                          Documents or to consummate
                                                                                                          the transactions contemplated
                                                                                                          thereby. The affirmative
                                                                                                          vote of holders of at
                                                                                                          least a majority of
                                                                                                          the outstanding shares
                                                                                                          of the Company’s
                                                                                                          (a) Common Stock,
                                                                                                          voting as separate classes,
                                                                                                          were the only votes
                                                                                                          of the holders of any
                                                                                                          class or series of the
                                                                                                          Company’s capital
                                                                                                          stock necessary to approve
                                                                                                          and adopt the Transaction
                                                                                                          Documents and to consummate
                                                                                                          the transaction contemplated
                                                                                                          thereby. The Transaction
                                                                                                          Documents have been
                                                                                                          duly and validly executed
                                                                                                          and delivered by the
                                                                                                          Company and constitute
                                                                                                          the legal, valid and
                                                                                                          binding obligations
                                                                                                          of the Company, enforceable
                                                                                                          against it in accordance
                                                                                                          with their respective
                                                                                                          terms, subject to laws
                                                                                                          of general application
                                                                                                          relating to bankruptcy,
                                                                                                          insolvency, reorganization,
                                                                                                          moratorium or other
                                                                                                          similar laws affecting
                                                                                                          creditors’ rights
                                                                                                          generally and rules
                                                                                                          of law governing specific
                                                                                                          performance, injunctive
                                                                                                          relief or other equitable
                                                                                                          remedies.



		4.3.	Capitalization
                                                                                                          of the Company.
                                                                                                          The Company has authorized
                                                                                                          (a) 4,980,000,000 shares
                                                                                                          of Common Stock, of
                                                                                                          which 2,452,818,045
                                                                                                          shares are issued and
                                                                                                          outstanding, and (b)
                                                                                                          30,000 shares of Series
                                                                                                          H Stock, none of which
                                                                                                          are issued and outstanding
                                                                                                          (together with the Common
                                                                                                          Stock, the “Capital
                                                                                                          Stock”).
                                                                                                          All of the issued and
                                                                                                          outstanding shares of
                                                                                                          the Capital Stock are
                                                                                                          duly authorized, validly
                                                                                                          issued, fully paid,
                                                                                                          non-assessable and,
                                                                                                          except for the Series
                                                                                                          H Stock, free of preemptive
                                                                                                          rights. There are no
                                                                                                          outstanding obligations
                                                                                                          of the Company to repurchase,
                                                                                                          redeem or otherwise
                                                                                                          acquire any of its securities.
                                                                                                          Except as set forth
                                                                                                          on Schedule III, there
                                                                                                          are no stockholder agreements,
                                                                                                          voting trusts or other
                                                                                                          agreements or understandings
                                                                                                          to which the Company
                                                                                                          is a party or by which
                                                                                                          it is bound relating
                                                                                                          to the voting or registration
                                                                                                          of any shares of Capital
                                                                                                          Stock. As of the date
                                                                                                          hereof, (i) there are
                                                                                                          no outstanding options,
                                                                                                          warrants, scrip, rights
                                                                                                          to subscribe to, calls
                                                                                                          or commitments of any
                                                                                                          character whatsoever
                                                                                                          relating to, or securities
                                                                                                          or rights convertible
                                                                                                          into, any shares of
                                                                                                          capital stock of the
                                                                                                          Company or any of its
                                                                                                          subsidiaries, or contracts,
                                                                                                          commitments, understandings
                                                                                                          or arrangements by which
                                                                                                          the Company or any of
                                                                                                          its subsidiaries is
                                                                                                          or may become bound
                                                                                                          to issue additional
                                                                                                          shares of capital stock
                                                                                                          of the Company or any
                                                                                                          of its subsidiaries
                                                                                                          or options, warrants,
                                                                                                          scrip, rights to subscribe
                                                                                                          to, calls or commitments
                                                                                                          of any character whatsoever
                                                                                                          relating to, or securities
                                                                                                          or rights convertible
                                                                                                          into, any shares of
                                                                                                          capital stock of the
                                                                                                          Company or any of its
                                                                                                          subsidiaries, (ii) there
                                                                                                          are no outstanding debt
                                                                                                          securities, (iii) there
                                                                                                          are no agreements or
                                                                                                          arrangements under which
                                                                                                          the Company or any of
                                                                                                          its subsidiaries is
                                                                                                          obligated to register
                                                                                                          the sale of any of their
                                                                                                          securities under the
                                                                                                          Securities Act, and
                                                                                                          (iv) there are no outstanding
                                                                                                          registration statements
                                                                                                          and there are no outstanding
                                                                                                          comment letters from
                                                                                                          the Commission or any
                                                                                                          other regulatory 





    	3



    	 



    

agency. There are no securities
or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Preferred Stock as
described in this Agreement.


		4.4.	Non-Contravention.
                                                                                                          Neither the execution,
                                                                                                          delivery and performance
                                                                                                          by the Company of the
                                                                                                          Transaction Documents
                                                                                                          nor the consummation
                                                                                                          of the transactions
                                                                                                          contemplated therein
                                                                                                          will (i) contravene
                                                                                                          or conflict with the
                                                                                                          charter documents of
                                                                                                          the Company, (ii) contravene
                                                                                                          or conflict with or
                                                                                                          constitute a violation
                                                                                                          of any provision of
                                                                                                          any Applicable Law (as
                                                                                                          defined herein) binding
                                                                                                          upon or applicable to
                                                                                                          the Company or any of
                                                                                                          the Company’s
                                                                                                          assets, (iii) result
                                                                                                          in the creation or imposition
                                                                                                          of any Lien (as defined
                                                                                                          herein) on any of the
                                                                                                          Company’s assets,
                                                                                                          other than Permitted
                                                                                                          Liens (as defined herein),
                                                                                                          (iv) be in conflict
                                                                                                          with, constitute (with
                                                                                                          or without due notice
                                                                                                          or lapse of time or
                                                                                                          both) a default under,
                                                                                                          result in the loss of
                                                                                                          any material benefit
                                                                                                          under, or give rise
                                                                                                          to any right of termination,
                                                                                                          cancellation, increased
                                                                                                          payments or acceleration
                                                                                                          under any terms, conditions
                                                                                                          or provisions of any
                                                                                                          material note, bond,
                                                                                                          lease, mortgage, indenture,
                                                                                                          license, contract, franchise,
                                                                                                          permit, instrument or
                                                                                                          other agreement or obligation
                                                                                                          to which the Company
                                                                                                          is a party, or by which
                                                                                                          any of its properties
                                                                                                          or assets may be bound,
                                                                                                          or (v) to the knowledge
                                                                                                          of the Company, disrupt
                                                                                                          or impair any business
                                                                                                          relationship with any
                                                                                                          material supplier, customer,
                                                                                                          distributor, sales representative
                                                                                                          or employee of the Company.
                                                                                                          Neither the Company
                                                                                                          nor its subsidiaries
                                                                                                          is in violation of any
                                                                                                          term of or in default
                                                                                                          under its charter documents
                                                                                                          or any material contract,
                                                                                                          agreement, mortgage,
                                                                                                          indebtedness, indenture,
                                                                                                          instrument, judgment,
                                                                                                          decree or order or any
                                                                                                          statute, rule or regulation
                                                                                                          applicable to the Company
                                                                                                          or its subsidiaries.
                                                                                                          The business of the
                                                                                                          Company and its subsidiaries
                                                                                                          is not being conducted,
                                                                                                          and shall not be conducted
                                                                                                          in violation of any
                                                                                                          material law, ordinance,
                                                                                                          or regulation of any
                                                                                                          governmental entity.
                                                                                                          Except as specifically
                                                                                                          contemplated by this
                                                                                                          Agreement and as required
                                                                                                          under the Securities
                                                                                                          Act and any Applicable
                                                                                                          Law, the Company is
                                                                                                          not required to obtain
                                                                                                          any consent, authorization
                                                                                                          or order of, or make
                                                                                                          any filing or registration
                                                                                                          with, any court or governmental
                                                                                                          agency in order for
                                                                                                          it to execute, deliver
                                                                                                          or perform any of its
                                                                                                          obligations under or
                                                                                                          contemplated by the
                                                                                                          Transaction Documents
                                                                                                          in accordance with the
                                                                                                          terms thereof. All consents,
                                                                                                          authorizations, orders,
                                                                                                          filings and registrations
                                                                                                          which the Company is
                                                                                                          required to obtain pursuant
                                                                                                          to the preceding sentence
                                                                                                          have been obtained or
                                                                                                          effected on or prior
                                                                                                          to the date hereof.
                                                                                                          The Company and its
                                                                                                          subsidiaries are unaware
                                                                                                          of any facts or circumstance,
                                                                                                          which might give rise
                                                                                                          to any of the foregoing.



		4.5.	Consents
                                                                                                          and Approvals.
                                                                                                          No consent, approval,
                                                                                                          order or authorization
                                                                                                          of or from, or registration,
                                                                                                          notification, declaration
                                                                                                          or filing with (hereinafter
                                                                                                          sometimes separately
                                                                                                          referred to as a “Consent”
                                                                                                          and sometimes
                                                                                                          collectively as “Consents”),
                                                                                                          any Person, including,
                                                                                                          without limitation,
                                                                                                          any Governmental Authority
                                                                                                          (as defined herein),
                                                                                                          is required in connection
                                                                                                          with the execution,
                                                                                                          delivery or performance
                                                                                                          of the Transaction Documents
                                                                                                          by the Company or the
                                                                                                          consummation by the
                                                                                                          Company of the transactions
                                                                                                          contemplated therein.
                                                                                                          To the knowledge of
                                                                                                          the Company, there are
                                                                                                          no facts relating to
                                                                                                          the identity or circumstances
                                                                                                          of the Company that
                                                                                                          would prevent or materially
                                                                                                          delay obtaining any
                                                                                                          of the Consents.





    	4



    	 



    

		4.6.	Financial
                                                                                                          Statements; Undisclosed
                                                                                                          Liabilities.



		(a)	The Company has previously delivered
                                                                to the Investors complete and accurate copies of the audited balance
                                                                sheet and income statements of the Company as of December 31,
                                                                2013 (the “Latest
                                                                Financial Statements”). The Latest Financial
                                                                Statements are based upon the information contained in the books
                                                                and records of the Company and fairly and accurately present the
                                                                financial condition of the Company as of the dates thereof and
                                                                results of operations for the periods referred to therein. The
                                                                Latest Financial Statements have been prepared in accordance with
                                                                GAAP (as defined herein) applicable to unaudited interim financial
                                                                statements (and thus may not contain all notes and may not contain
                                                                prior period comparative data which are required for compliance
                                                                with GAAP), and reflect all adjustments necessary to a fair and
                                                                accurate statement of the financial condition and results of operations
                                                                of the Company for the interim periods presented.



		(b)	All accounts, books and ledgers related to the business of the Company and its subsidiaries are
properly and accurately kept, are complete in all material respects, and there are no material inaccuracies or discrepancies of
any kind contained or reflected therein. Neither the Company nor its subsidiaries have any of its material records, systems, controls,
data, or information recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including
any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and
therefrom) are not under the exclusive ownership (excluding licensed software programs) and direct control of the Company or its
subsidiaries.



		(c)	Except as and to the extent reflected in the Latest Balance Sheet, the Company does not have any
Liabilities (as defined herein) of any nature (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or
to become due, whether known or unknown, and regardless of when asserted), other than Liabilities incurred in the Ordinary Course
of Business (as defined herein) since the date of the Latest Balance Sheet and Liabilities arising in connection with this Agreement
and the transactions contemplated herein.



		4.7.	Assets and Properties.



		(a)	Except as previously disclosed in the SEC Filings, the Company has good and valid right, title
and interest in and to or, in the case of leased properties or properties held under license, good and valid leasehold or license
interests in, all of their assets and properties, including, but not limited to, all of the machinery, equipment, terminals, computers,
vehicles, and all other assets and properties (real, personal or mixed, tangible or intangible) 




 






    	5



    	 



    




			reflected in the Latest Balance Sheet and all of the assets purchased or otherwise acquired since the date
of the Latest Balance Sheet, except those assets and properties disposed of in the Company’s ordinary course of business
after the date of the Latest Balance Sheet. The Company holds title to each such property and asset free and clear of all Liens,
except Permitted Liens, and is in sole possession of, and has sole control of, its material assets.









		(b)	Except as previously disclosed in the SEC Filings, the material equipment owed by the Company has
been properly maintained and is in good operating condition and repair and is adequate for the uses for which they are currently
being put by the Company, normal wear and tear excepted. To the knowledge of the Company, no such asset is in need of maintenance
or repair, except for routine maintenance and repairs that are in the ordinary course.



		(c)	Except as previously disclosed in the SEC Filings, the Company owns or has the right to use all
material property, real or personal, tangible or intangible, which is necessary for the operation of its business in substantially
the same manner as it has been conducted during the period covered by the Latest Balance Sheet.



		4.8.	Compliance
                                                                                                          with Applicable Laws.
                                                                                                          The Company has not
                                                                                                          violated or infringed,
                                                                                                          nor is it in violation
                                                                                                          or infringement of,
                                                                                                          any Applicable Law or
                                                                                                          any order, writ, injunction
                                                                                                          or decree of any Governmental
                                                                                                          Authority in connection
                                                                                                          with its activities.
                                                                                                          The Company, and its
                                                                                                          officers, directors,
                                                                                                          agents and employees,
                                                                                                          have complied with all
                                                                                                          Applicable Laws. No
                                                                                                          claims have been filed
                                                                                                          against the Company
                                                                                                          alleging a violation
                                                                                                          of any Applicable Law.



		4.9.	Permits.
                                                                                                          The Company has conducted
                                                                                                          its business in compliance
                                                                                                          with all material terms
                                                                                                          and conditions of all
                                                                                                          licenses, permits, quotas,
                                                                                                          authorizations, registrations
                                                                                                          and other approvals
                                                                                                          that are necessary to
                                                                                                          the operation of, or
                                                                                                          relate solely to, the
                                                                                                          Company’s business
                                                                                                          (collectively, the “Permits”).
                                                                                                          Each Permit is valid
                                                                                                          and in full force and
                                                                                                          effect and none of the
                                                                                                          Permits will be terminated,
                                                                                                          revoked, modified or
                                                                                                          become terminable or
                                                                                                          impaired in any respect
                                                                                                          for any reason, except
                                                                                                          as would not have a
                                                                                                          Material Adverse Effect.



		4.10.	Receivables.
                                                                                                           The accounts receivable
                                                                                                           and other receivables
                                                                                                           reflected on the Latest
                                                                                                           Balance Sheet, and
                                                                                                           those arising after
                                                                                                           the date thereof, are
                                                                                                           valid receivables that
                                                                                                           have arisen from bona
                                                                                                           fide transactions in
                                                                                                           the Company’s
                                                                                                           ordinary course of
                                                                                                           business, are not subject
                                                                                                           to valid counterclaims
                                                                                                           or setoffs, and are
                                                                                                           collectible in accordance
                                                                                                           with their terms, except
                                                                                                           as and to the extent
                                                                                                           of the bad debt allowance
                                                                                                           reflected on the Latest
                                                                                                           Balance Sheet.



		4.11.	Litigation.
                                                                                                           There are no (a) actions,
                                                                                                           suits, claims, hearings,
                                                                                                           arbitrations, proceedings
                                                                                                           (public or private)
                                                                                                           or governmental investigations
                                                                                                           that have been brought
                                                                                                           by or against any Governmental
                                                                                                           Authority or any other
                                                                                                           Person, nor any investigations
                                                                                                           or reviews by any Governmental
                                                                                                           Authority against or
                                                                                                           affecting the Company,
                                                                                                           pending or, to the
                                                                                                           Company’s knowledge,
                                                                                                           threatened, against
                                                                                                           or by 





    	6



    	 



    

the
Company or any of its assets or which seek to enjoin or rescind the transactions contemplated by this Agreement; or (b) existing
orders, judgments or decrees of any Governmental Authority naming the Company as an affected party or otherwise affecting any of
the assets or the business of the Company except as set forth in Schedule 3.


		4.12.	Contracts.
                                                                                                           None of the Company’s
                                                                                                           contracts, including
                                                                                                           those for real property
                                                                                                           for any and all tangible
                                                                                                           property, guarantees,
                                                                                                           non-compete agreements
                                                                                                           and all consulting
                                                                                                           or agency agreements
                                                                                                           contain a provision
                                                                                                           requiring the consent
                                                                                                           of any party with respect
                                                                                                           to the consummation
                                                                                                           of the transaction
                                                                                                           contemplated herein.
                                                                                                           No notice of default
                                                                                                           or indemnification
                                                                                                           arising under any Scheduled
                                                                                                           Contract has been delivered
                                                                                                           to or by the Company.
                                                                                                           Each Scheduled Contract
                                                                                                           is a legal, valid and
                                                                                                           binding obligation
                                                                                                           of the Company, and
                                                                                                           each other party thereto,
                                                                                                           enforceable against
                                                                                                           each such party thereto
                                                                                                           in accordance with
                                                                                                           its terms, except as
                                                                                                           may be limited by applicable
                                                                                                           bankruptcy, insolvency,
                                                                                                           reorganization, moratorium
                                                                                                           or similar laws affecting
                                                                                                           creditors’ rights
                                                                                                           generally and subject
                                                                                                           to general principles
                                                                                                           of equity, and neither
                                                                                                           the Company nor, to
                                                                                                           the Company’s
                                                                                                           knowledge, the other
                                                                                                           party thereto is in
                                                                                                           breach, violation or
                                                                                                           default thereunder.
                                                                                                           The Company is not
                                                                                                           a party to and is not
                                                                                                           bound by any contract,
                                                                                                           agreement or any other
                                                                                                           instrument that currently
                                                                                                           has or would have a
                                                                                                           Material Adverse Effect.



		4.13.	Labor
                                                                                                           and Employment Matters.
                                                                                                           The Company has previously
                                                                                                           delivered to the Investors
                                                                                                           a complete and accurate
                                                                                                           list of all current
                                                                                                           employees, officers
                                                                                                           and directors of the
                                                                                                           Company, which list
                                                                                                           includes their base
                                                                                                           salaries and bonus.
                                                                                                           All employees of the
                                                                                                           Company are employed
                                                                                                           on an at-will basis.
                                                                                                           Neither the Company
                                                                                                           nor any of its subsidiaries
                                                                                                           is involved in any
                                                                                                           labor dispute nor,
                                                                                                           to the knowledge of
                                                                                                           the Company or any
                                                                                                           of its subsidiaries,
                                                                                                           is any such dispute
                                                                                                           threatened. None of
                                                                                                           the Company’s
                                                                                                           or its subsidiaries’
                                                                                                           employees is a member
                                                                                                           of a union and the
                                                                                                           Company and its subsidiaries
                                                                                                           believe that their
                                                                                                           relations with their
                                                                                                           employees are good.



		4.14.	Intellectual
                                                                                                           Property.



		(a)	The Company has previously delivered to the Investors a complete and accurate list and brief description
or other identification of all Intellectual Property that are, as of the date hereof, owned, possessed, licensed or used by the
Company.



		(b)	The Company owns the entire right, title and interest in and to all of the Intellectual Property
purported to be owned by the Company, free and clear of all Liens other than Permitted Liens, and has the right to use all Intellectual
Property used by it.



		(c)	The Company owns or possesses adequate licenses or other rights to use all Intellectual Property
necessary to conduct its business as now conducted, and none of these licenses or other rights are subject to termination, cancellation,
or change in terms as a result of this Agreement.



		(d)	All Intellectual Property owned or held by any employee or consultant of the Company that is related
to or necessary to the





    	7



    	 



    

products and
business of the Company, as currently carried on, has been duly and effectively transferred to the Company.


		(e)	None of the Intellectual Property owned or used by the Company infringes on the valid and enforceable
intellectual property rights of any other Person; (ii) all of the Intellectual Property owned or used by the Company is valid,
subsisting, and enforceable; (iii) there are no claims, demands or proceedings outstanding, pending or, to the knowledge of the
Company, threatened by any Person contesting or challenging the Company’s right to use any of the Intellectual Property;
(iv) the Company has not entered into any agreement to indemnify any other Person against any charge of infringement of any Intellectual
Property, except indemnities agreed to in the Company’s ordinary course of business consistent with past practice in connection
with the sale, delivery or transfer of the Company’s products and services or included as part of the Company’s license
agreements; and (v) there is no material Intellectual Property owned by a third-party which the Company is using without license
to do so.



		4.15.	Tax
                                                                                                           Matters.
                                                                                                           The Company has, or
                                                                                                           will have prior to
                                                                                                           Closing (a) properly
                                                                                                           completed and filed
                                                                                                           on a timely basis all
                                                                                                           tax returns (federal,
                                                                                                           provincial, state,
                                                                                                           county, local and other)
                                                                                                           relating to all excise,
                                                                                                           payroll, real estate,
                                                                                                           capital stock, intangible,
                                                                                                           value-added, income,
                                                                                                           sales, use, service,
                                                                                                           employment, property
                                                                                                           and, without limitation
                                                                                                           of the foregoing, all
                                                                                                           other taxes of every
                                                                                                           kind and nature which
                                                                                                           the Company is required
                                                                                                           to file in connection
                                                                                                           with its business prior
                                                                                                           to the Closing Date
                                                                                                           (i.e., the due date
                                                                                                           for such tax return
                                                                                                           being on or before
                                                                                                           the Closing Date) and
                                                                                                           for which the non-payment
                                                                                                           of, or failure to file,
                                                                                                           could result in a Lien
                                                                                                           on any of the Company’s
                                                                                                           assets, or result in
                                                                                                           the Investors becoming
                                                                                                           liable or responsible
                                                                                                           therefor, and (b) paid
                                                                                                           in full all Taxes (as
                                                                                                           defined herein), interest,
                                                                                                           penalties, assessments
                                                                                                           or deficiencies shown
                                                                                                           to be due to any taxing
                                                                                                           authority on such returns.
                                                                                                           The Company is not
                                                                                                           currently the beneficiary
                                                                                                           of any extension of
                                                                                                           time within which to
                                                                                                           file any such return.
                                                                                                           The Company is not
                                                                                                           a party to any pending
                                                                                                           or, to the knowledge
                                                                                                           of the Company, any
                                                                                                           threatened action or
                                                                                                           proceeding against
                                                                                                           the Company for the
                                                                                                           assessment or collection
                                                                                                           of Taxes by any Governmental
                                                                                                           Authority, and there
                                                                                                           is no basis for any
                                                                                                           such action or proceeding.
                                                                                                           There are no audits
                                                                                                           pending with respect
                                                                                                           to any liabilities
                                                                                                           for Taxes of the Company.



		4.16.	Indemnification,
                                                                                                           Guarantee or Assumption
                                                                                                           of Liability Obligations.
                                                                                                           The Company is not
                                                                                                           a party to any Contract
                                                                                                           that contains any provisions
                                                                                                           requiring the Company
                                                                                                           to indemnify, guarantee
                                                                                                           or assume liabilities
                                                                                                           of any Person. There
                                                                                                           is no event, circumstance
                                                                                                           or other basis that
                                                                                                           could give rise to
                                                                                                           any indemnification,
                                                                                                           guarantee or assumption
                                                                                                           of liabilities obligation
                                                                                                           of the Company to its
                                                                                                           officers and directors
                                                                                                           under the Company’s
                                                                                                           Articles of Incorporation,
                                                                                                           Bylaws, similar governing
                                                                                                           documents, or any Contract
                                                                                                           between the Company
                                                                                                           and any of its officers
                                                                                                           or directors or to
                                                                                                           any other Person under
                                                                                                           any Contract.



		4.17.	Employee
                                                                                                           Benefit Plans.
                                                                                                           The Company does not
                                                                                                           have any liability
                                                                                                           arising directly or
                                                                                                           indirectly under Section
                                                                                                           412 of the Code, or
                                                                                                           Section 302 of Title
                                                                                                           IV of ERISA. The Company
                                                                                                           does not have any liability
                                                                                                           arising directly or
                                                                                                           indirectly to 





    	8



    	 



    

or with respect to any “multiemployer
plan” within the meaning of Section 4001(a)(3) of ERISA. The Company does not have any liability arising under the Consolidated
Omnibus Reconciliation Act of 1985, as amended, Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA. Nothing
has occurred or failed to occur with respect to any Company Pension Plan that could result in any liability to the Investors.


		4.18.	Disclosure.
                                                                                                           No representation or
                                                                                                           warranty by the Company
                                                                                                           in this Agreement and
                                                                                                           no statement contained
                                                                                                           or to be contained
                                                                                                           in any document, certificate
                                                                                                           or other writing furnished
                                                                                                           or to be furnished
                                                                                                           by the Company to the
                                                                                                           Investors, contains
                                                                                                           or will contain any
                                                                                                           untrue statement of
                                                                                                           a material fact or
                                                                                                           omits or will omit
                                                                                                           to state any material
                                                                                                           fact necessary in order
                                                                                                           to make the statements
                                                                                                           therein, in the light
                                                                                                           of the circumstances
                                                                                                           under which they were
                                                                                                           made, not misleading.
                                                                                                           There is no fact that
                                                                                                           has not been disclosed
                                                                                                           to the Investors of
                                                                                                           which any officer or
                                                                                                           director of the Company
                                                                                                           is aware which has
                                                                                                           or could reasonably
                                                                                                           be expected to have
                                                                                                           a Material Adverse
                                                                                                           Effect.



		4.19.	Investigation
                                                                                                           by the Investors.
                                                                                                           Notwithstanding anything
                                                                                                           to the contrary in
                                                                                                           this Agreement, (i)
                                                                                                           no investigation by
                                                                                                           the Investors shall
                                                                                                           affect the representations
                                                                                                           and warranties of the
                                                                                                           Company under any of
                                                                                                           the Transaction Documents
                                                                                                           or contained in any
                                                                                                           other writing to be
                                                                                                           furnished to the Investors
                                                                                                           in connection with
                                                                                                           the transactions contemplated
                                                                                                           thereunder, and (ii)
                                                                                                           such representations
                                                                                                           and warranties shall
                                                                                                           not be affected or
                                                                                                           deemed waived by reason
                                                                                                           of the fact that the
                                                                                                           Investors knew or should
                                                                                                           have known that any
                                                                                                           of the same is or might
                                                                                                           be inaccurate in any
                                                                                                           respect.



		4.20.	Environmental
                                                                                                           Laws.
                                                                                                           The Company and its
                                                                                                           subsidiaries are (i)
                                                                                                           in compliance with
                                                                                                           any and all applicable
                                                                                                           foreign, federal, state
                                                                                                           and local laws and
                                                                                                           regulations relating
                                                                                                           to the protection of
                                                                                                           human health and safety,
                                                                                                           the environment or
                                                                                                           hazardous or toxic
                                                                                                           substances or wastes,
                                                                                                           pollutants or contaminants
                                                                                                           (“Environmental
                                                                                                           Laws”),
                                                                                                           (ii) have received
                                                                                                           all Permits, licenses
                                                                                                           or other approvals
                                                                                                           required of them under
                                                                                                           applicable Environmental
                                                                                                           Laws to conduct their
                                                                                                           respective businesses,
                                                                                                           and (iii) are in compliance
                                                                                                           with all terms and
                                                                                                           conditions of any such
                                                                                                           Permit, license or
                                                                                                           approval.



		4.21.	Insurance.
                                                                                                           The
                                                                                                           Company and each of
                                                                                                           its subsidiaries are
                                                                                                           insured by insurers
                                                                                                           of recognized financial
                                                                                                           responsibility against
                                                                                                           such losses and risks
                                                                                                           and in such amounts
                                                                                                           as management of the
                                                                                                           Company believes to
                                                                                                           be prudent and customary
                                                                                                           in the businesses in
                                                                                                           which the Company and
                                                                                                           its subsidiaries are
                                                                                                           engaged. Neither the
                                                                                                           Company nor any such
                                                                                                           subsidiary has been
                                                                                                           refused any insurance
                                                                                                           coverage sought or
                                                                                                           applied for and neither
                                                                                                           the Company nor any
                                                                                                           such subsidiary has
                                                                                                           any reason to believe
                                                                                                           that it will not be
                                                                                                           able to renew its existing
                                                                                                           insurance coverage
                                                                                                           as and when such coverage
                                                                                                           expires or to obtain
                                                                                                           similar coverage from
                                                                                                           similar insurers as
                                                                                                           may be necessary to
                                                                                                           continue its business
                                                                                                           at a cost that would
                                                                                                           not materially and
                                                                                                           adversely affect the
                                                                                                           condition, financial
                                                                                                           or otherwise, or the
                                                                                                           earnings, business
                                                                                                           or operations of the
                                                                                                           Company and its subsidiaries,
                                                                                                           taken as a whole.



		4.22.	Regulatory
                                                                                                           Permits.
                                                                                                           The Company and its
                                                                                                           subsidiaries possess
                                                                                                           all material certificates,
                                                                                                           authorizations and
                                                                                                           permits issued by the
                                                                                                           appropriate federal,
                                                                                                           state or foreign regulatory
                                                                                                           authorities necessary
                                                                                                           to conduct their respective
                                                                                                           businesses, 





    	9



    	 



    

and neither the Company nor any
such subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization
or permit.


		4.23.	Internal
                                                                                                           Accounting Controls.
                                                                                                           The
                                                                                                           Company and each of
                                                                                                           its 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, and
                                                                                                           (iii) the recorded
                                                                                                           amounts for assets
                                                                                                           is compared with the
                                                                                                           existing assets at
                                                                                                           reasonable intervals
                                                                                                           and appropriate action
                                                                                                           is taken with respect
                                                                                                           to any differences.



		4.24.	SEC
                                                                                                           Documents: Financial
                                                                                                           Statements.
                                                                                                           Since
                                                                                                           September 30, 2012,
                                                                                                           the Company has filed
                                                                                                           all reports, schedules,
                                                                                                           forms, statements and
                                                                                                           other documents required
                                                                                                           to be filed by it with
                                                                                                           the Commission under
                                                                                                           the Securities Exchange
                                                                                                           Act of 1934, as amended
                                                                                                           (the “Exchange
                                                                                                           Act”)
                                                                                                           (all of the foregoing
                                                                                                           filed prior to the
                                                                                                           date hereof or amended
                                                                                                           after the date hereof
                                                                                                           and all exhibits included
                                                                                                           therein and financial
                                                                                                           statements and schedules
                                                                                                           thereto and documents
                                                                                                           incorporated by reference
                                                                                                           therein, being hereinafter
                                                                                                           referred to as the
                                                                                                           “SEC
                                                                                                           Documents”).
                                                                                                           The Company has delivered
                                                                                                           to the Investors or
                                                                                                           their representatives,
                                                                                                           or made available through
                                                                                                           the Commission’s
                                                                                                           website at www.sec.gov.,
                                                                                                           complete and accurate
                                                                                                           copies of the SEC Documents.
                                                                                                           As of their respective
                                                                                                           dates, the financial
                                                                                                           statements of the Company
                                                                                                           disclosed in the SEC
                                                                                                           Documents (the “Financial
                                                                                                           Statements”)
                                                                                                           complied as to form
                                                                                                           in all material respects
                                                                                                           with applicable accounting
                                                                                                           requirements and the
                                                                                                           published rules and
                                                                                                           regulations of the
                                                                                                           Commission with respect
                                                                                                           thereto. Such financial
                                                                                                           statements have been
                                                                                                           prepared in accordance
                                                                                                           with generally accepted
                                                                                                           accounting principles,
                                                                                                           consistently applied,
                                                                                                           during the periods
                                                                                                           involved (except (i)
                                                                                                           as may be otherwise
                                                                                                           indicated in such Financial
                                                                                                           Statements or the notes
                                                                                                           thereto, or (ii) in
                                                                                                           the case of unaudited
                                                                                                           interim statements,
                                                                                                           to the extent they
                                                                                                           may exclude footnotes
                                                                                                           or may be condensed
                                                                                                           or summary statements)
                                                                                                           and, fairly present
                                                                                                           in all material respects
                                                                                                           the financial position
                                                                                                           of the Company as of
                                                                                                           the dates thereof and
                                                                                                           the results of its
                                                                                                           operations and cash
                                                                                                           flows for the periods
                                                                                                           then ended (subject,
                                                                                                           in the case of unaudited
                                                                                                           statements, to normal
                                                                                                           year-end audit adjustments).
                                                                                                           No other information
                                                                                                           provided by or on behalf
                                                                                                           of the Company to the
                                                                                                           Investor which is not
                                                                                                           included in the SEC
                                                                                                           Documents, including,
                                                                                                           without limitation,
                                                                                                           information referred
                                                                                                           to in the Transaction
                                                                                                           Documents, contains
                                                                                                           any untrue statement
                                                                                                           of a material fact
                                                                                                           or omits to state any
                                                                                                           material fact necessary
                                                                                                           in order to make the
                                                                                                           statements therein,
                                                                                                           in the light of the
                                                                                                           circumstances under
                                                                                                           which they were made,
                                                                                                           not misleading.



		4.25.	10(b)-5.
                                                                                                           The
                                                                                                           SEC Documents do not
                                                                                                           include any untrue
                                                                                                           statements of material
                                                                                                           fact, nor do they omit
                                                                                                           to state any material
                                                                                                           fact required to be
                                                                                                           stated therein necessary
                                                                                                           to make the statements
                                                                                                           made, in light of the
                                                                                                           circumstances under
                                                                                                           which they were made,
                                                                                                           not misleading.



		4.26.	Acknowledgment
                                                                                                           Regarding Investor’s
                                                                                                           Purchase of the Preferred
                                                                                                           Stock. 
                                                                                                           The Company acknowledges
                                                                                                           and agrees that the
                                                                                                           Investors are acting
                                                                                                           solely in the capacity
                                                                                                           of an arm’s-length
                                                                                                           purchaser with respect
                                                                                                           to the Transaction
                                                                                                           Documents and the transactions
                                                                                                           contemplated thereby.
                                                                                                           The Company further
                                                                                                           acknowledges 





    	10



    	 



    

that the Investors are not acting
as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the
transactions contemplated thereby and any advice given by the Investors or any of their respective representatives or agents in
connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to such Investor’s
purchase of the Preferred Stock or the Conversion Shares. The Company further represents to the Investor that the Company’s
decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.


		4.27.	No
                                                                                                           General Solicitation.
                                                                                                           None
                                                                                                           of the Company, its
                                                                                                           subsidiaries or Affiliates
                                                                                                           (as defined herein),
                                                                                                           nor any person acting
                                                                                                           on its or their behalf,
                                                                                                           has engaged in any
                                                                                                           form of general solicitation
                                                                                                           or general advertising
                                                                                                           (within the meaning
                                                                                                           of Regulation D under
                                                                                                           the Securities Act)
                                                                                                           in connection with
                                                                                                           the offer or sale of
                                                                                                           the Preferred Stock.



		4.28.	No
                                                                                                           Integrated Offering.
                                                                                                           None
                                                                                                           of the Company, its
                                                                                                           subsidiaries or Affiliates,
                                                                                                           nor any person acting
                                                                                                           on its or their behalf
                                                                                                           has, directly or indirectly,
                                                                                                           made any offers or
                                                                                                           sales of any security
                                                                                                           or solicited any offers
                                                                                                           to buy any security,
                                                                                                           under circumstances
                                                                                                           that would require
                                                                                                           registration of the
                                                                                                           Preferred Stock under
                                                                                                           the Securities Act
                                                                                                           or cause this offering
                                                                                                           of the Preferred Stock
                                                                                                           to be integrated with
                                                                                                           prior offerings by
                                                                                                           the Company for purposes
                                                                                                           of the Securities Act.



		4.29.	Certain
                                                                                                           Transactions.
                                                                                                           Except
                                                                                                           for arm’s-length
                                                                                                           transactions pursuant
                                                                                                           to which the Company
                                                                                                           makes payments in the
                                                                                                           ordinary course of
                                                                                                           business upon terms
                                                                                                           no less favorable than
                                                                                                           the Company could obtain
                                                                                                           from third parties
                                                                                                           and other than the
                                                                                                           grant of stock options
                                                                                                           disclosed in the SEC
                                                                                                           Documents, none of
                                                                                                           the officers, directors,
                                                                                                           or employees of the
                                                                                                           Company, its subsidiaries
                                                                                                           or Affiliates is presently
                                                                                                           a party to any transaction
                                                                                                           with the Company, its
                                                                                                           subsidiaries or Affiliates
                                                                                                           (other than for services
                                                                                                           as employees, officers
                                                                                                           and directors), including
                                                                                                           any contract, agreement
                                                                                                           or other arrangement
                                                                                                           providing for the furnishing
                                                                                                           of services to or by,
                                                                                                           providing for rental
                                                                                                           of real or personal
                                                                                                           property to or from,
                                                                                                           or otherwise requiring
                                                                                                           payments to or from
                                                                                                           any officer, director
                                                                                                           or such employee or,
                                                                                                           to the knowledge of
                                                                                                           the Company, any corporation,
                                                                                                           partnership, trust
                                                                                                           or other entity in
                                                                                                           which any officer,
                                                                                                           director, or any such
                                                                                                           employee has a substantial
                                                                                                           interest or is an officer,
                                                                                                           director, trustee or
                                                                                                           partner.



		4.30.	Fees
                                                                                                           and Rights of First
                                                                                                           Refusal.
                                                                                                           The Company is not
                                                                                                           obligated to offer
                                                                                                           the securities offered
                                                                                                           hereunder on a right
                                                                                                           of first refusal basis
                                                                                                           or otherwise to any
                                                                                                           third parties, including
                                                                                                           but not limited to,
                                                                                                           current or former shareholders
                                                                                                           of the Company, its
                                                                                                           subsidiaries, Affiliates,
                                                                                                           underwriters, brokers,
                                                                                                           agents or other third
                                                                                                           parties.



		4.31.	No
                                                                                                           Material Adverse Breaches,
                                                                                                           etc.
                                                                                                           None of the Company,
                                                                                                           its subsidiaries or
                                                                                                           Affiliates is subject
                                                                                                           to any charter, corporate
                                                                                                           or other legal restriction,
                                                                                                           or any judgment, decree,
                                                                                                           order, rule or regulation
                                                                                                           which in the judgment
                                                                                                           of the Company’s
                                                                                                           officers has or is
                                                                                                           expected in the future
                                                                                                           to have a Material
                                                                                                           Adverse Effect on the
                                                                                                           business, properties,
                                                                                                           operations, financial
                                                                                                           condition, results
                                                                                                           of operations or prospects
                                                                                                           of the Company or its
                                                                                                           subsidiaries. None
                                                                                                           of the Company, its
                                                                                                           subsidiaries or Affiliates
                                                                                                           is in breach of any
                                                                                                           contract or agreement
                                                                                                           which breach, in the
                                                                                                           judgment of the Company’s
                                                                                                           officers, has or is
                                                                                                           expected to 





    	11



    	 



    

have a Material Adverse Effect
on the business, properties, operations, financial condition, results of operations or prospects of the Company or its subsidiaries.


5. Representations
of the Investors. Each of the Investors severally represents to the Company for such Investor that:


		5.1.	Investment
                                                                                                          Intent.
                                                                                                          The shares of the Series
                                                                                                          H Stock and the Conversion
                                                                                                          Shares into which such
                                                                                                          shares may be converted
                                                                                                          that are being acquired
                                                                                                          by the Investor are
                                                                                                          being purchased for
                                                                                                          investment for the Investor’s
                                                                                                          own account and not
                                                                                                          with the view to, or
                                                                                                          for resale in connection
                                                                                                          with, any distribution
                                                                                                          or public offering thereof.
                                                                                                          The Investor has no
                                                                                                          present plan or intention
                                                                                                          to engage in a sale,
                                                                                                          exchange, transfer,
                                                                                                          distribution, redemption,
                                                                                                          reduction in any way
                                                                                                          of the Investor’s
                                                                                                          risk of ownership by
                                                                                                          short sale or otherwise,
                                                                                                          or other disposition,
                                                                                                          directly or indirectly
                                                                                                          of the Series H Stock
                                                                                                          being acquired by the
                                                                                                          Investor pursuant to
                                                                                                          the Transaction Documents
                                                                                                          or the Conversion Shares
                                                                                                          into which such shares
                                                                                                          may be converted. The
                                                                                                          Investor is able to
                                                                                                          bear the economic risk
                                                                                                          of its investment and
                                                                                                          has the knowledge and
                                                                                                          experience in financial
                                                                                                          and business matters
                                                                                                          that it is capable of
                                                                                                          evaluating the merits
                                                                                                          and risks (including
                                                                                                          tax considerations)
                                                                                                          of its investment, including
                                                                                                          the high degree of risk
                                                                                                          of loss of the Investor’s
                                                                                                          entire investment herein.



		5.2.	Restrictions
                                                                                                          on Resale, Rule 144.
                                                                                                          The Investor understands
                                                                                                          that the shares of the
                                                                                                          Series H Stock have
                                                                                                          not been registered
                                                                                                          under the Securities
                                                                                                          Act or any state securities
                                                                                                          laws by reason of their
                                                                                                          contemplated issuance
                                                                                                          in transactions exempt
                                                                                                          from the registration
                                                                                                          requirements of the
                                                                                                          Securities Act pursuant
                                                                                                          to Section 4(2) thereof
                                                                                                          or Rule 504, 505 or
                                                                                                          506 promulgated under
                                                                                                          the Securities Act and
                                                                                                          applicable state securities
                                                                                                          laws, and that the reliance
                                                                                                          of the Company and others
                                                                                                          upon these exemptions
                                                                                                          is predicated in part
                                                                                                          upon this representation
                                                                                                          by the Investor. The
                                                                                                          Investor further understands
                                                                                                          that the Series H Stock
                                                                                                          may not be transferred
                                                                                                          or resold without (i) registration
                                                                                                          under the Securities
                                                                                                          Act and any applicable
                                                                                                          state securities laws,
                                                                                                          or (ii) an exemption
                                                                                                          from the requirements
                                                                                                          of the Securities Act
                                                                                                          and applicable state
                                                                                                          securities laws. The
                                                                                                          Investor also understands
                                                                                                          that the Conversion
                                                                                                          Shares will be issued
                                                                                                          without prior registration
                                                                                                          thereof under the Securities
                                                                                                          Act or applicable state
                                                                                                          securities laws in reliance
                                                                                                          upon Section 4(2) of
                                                                                                          the Securities Act and
                                                                                                          transactional exemptions
                                                                                                          from registration under
                                                                                                          applicable state securities
                                                                                                          laws based upon appropriate
                                                                                                          representations of the
                                                                                                          Investor. As such, the
                                                                                                          Conversion Shares will
                                                                                                          be subject to transfer
                                                                                                          restrictions similar
                                                                                                          to restrictions applicable
                                                                                                          to the Series H Stock.
                                                                                                          The Investor understands
                                                                                                          that (i) an exemption
                                                                                                          from such registration
                                                                                                          is not presently available
                                                                                                          pursuant to Rule 144
                                                                                                          promulgated under the
                                                                                                          Securities Act by the
                                                                                                          Commission, (ii) the
                                                                                                          Company has made no
                                                                                                          commitment to become
                                                                                                          eligible for Rule 144,
                                                                                                          and (iii) in any
                                                                                                          event the Investor may
                                                                                                          not sell any securities
                                                                                                          acquired hereunder pursuant
                                                                                                          to Rule 144 prior to
                                                                                                          the expiration of a
                                                                                                          one-year period (or
                                                                                                          such other period as
                                                                                                          the Commission may hereafter
                                                                                                          adopt) after the Investor
                                                                                                          has acquired such securities.
                                                                                                          The Investor understands
                                                                                                          that any sales pursuant
                                                                                                          to Rule 144 can be made
                                                                                                          only in full compliance
                                                                                                          with the provisions
                                                                                                          of Rule 144.



		5.3.	Location
                                                                                                          of Principal Office,
                                                                                                          Qualification as an
                                                                                                          Accredited Investor,
                                                                                                          etc.
                                                                                                          The state in which the
                                                                                                          Investor’s principal
                                                                                                          office (or domicile,
                                                                                                          if the Investor is an
                                                                                                          individual) is located
                                                                                                          is the state set forth
                                                                                                          in the Investor’s
                                                                                                          address on Schedule
                                                                                                          I. The Investor
                                                                                                          by execution of this
                                                                                                          Agreement hereby represents
                                                                                                          that 





    	12



    	 



    

he, she or it qualifies as an
“accredited investor” for purposes of Regulation D promulgated under the Securities Act. The Investor (i) is an investor
in securities of companies in the development stage and acknowledges that it is able to fend for itself, and bear the loss of its
entire investment in the Series H Stock, and (ii) has such knowledge and experience in financial and business matters that it is
capable of evaluating the merits and risks of the investment to be made by it pursuant to this Agreement. If other than an individual,
the Investor also represents it has not been organized solely for the purpose of acquiring the Series H Stock or the Conversion
Shares.


		5.4.	Acts
                                                                                                          and Proceedings.
                                                                                                          The Investor has full
                                                                                                          power and authority
                                                                                                          to enter into and perform
                                                                                                          under the Transaction
                                                                                                          Documents in accordance
                                                                                                          with their respective
                                                                                                          terms. The Transaction
                                                                                                          Documents have been
                                                                                                          duly authorized by all
                                                                                                          necessary action on
                                                                                                          the part of the Investor,
                                                                                                          has been duly executed
                                                                                                          and delivered by the
                                                                                                          Investor, and is a valid
                                                                                                          and binding agreement
                                                                                                          of the Investor and
                                                                                                          enforceable against
                                                                                                          the Investor in accordance
                                                                                                          with their terms, except
                                                                                                          as enforceability may
                                                                                                          be limited by bankruptcy,
                                                                                                          insolvency, moratorium,
                                                                                                          reorganization or other
                                                                                                          similar laws affecting
                                                                                                          the enforcement of creditors’
                                                                                                          rights generally and
                                                                                                          to judicial limitations
                                                                                                          on the remedy of specific
                                                                                                          enforcement and other
                                                                                                          equitable remedies.



		5.5.	Exculpation
                                                                                                          Among Investors.
                                                                                                          The Investor acknowledges
                                                                                                          that in making the decision
                                                                                                          to invest in the Company,
                                                                                                          the Investor is not
                                                                                                          relying on any other
                                                                                                          Investor or upon any
                                                                                                          person, firm or company,
                                                                                                          other than the Company
                                                                                                          and its officers, employees
                                                                                                          and/or directors. The
                                                                                                          Investor agrees that
                                                                                                          none of any of the other
                                                                                                          Investors, nor their
                                                                                                          partners, employees,
                                                                                                          officers or controlling
                                                                                                          persons, shall be liable
                                                                                                          for any actions taken
                                                                                                          by the Investor, or
                                                                                                          omitted to be taken
                                                                                                          by the Investor, in
                                                                                                          connection with such
                                                                                                          investment.



		5.6.	Disclosure
                                                                                                          of Information.
                                                                                                          The Investor represents
                                                                                                          that the Company has
                                                                                                          made available to the
                                                                                                          Investor at a reasonable
                                                                                                          time prior to the execution
                                                                                                          of the Transaction Documents
                                                                                                          the opportunity to ask
                                                                                                          questions and receive
                                                                                                          answers from the Company’s
                                                                                                          management concerning
                                                                                                          the Company’s
                                                                                                          business, management
                                                                                                          and financial affairs,
                                                                                                          the terms and conditions
                                                                                                          of the offering of the
                                                                                                          Series H Stock and to
                                                                                                          obtain any additional
                                                                                                          information (that the
                                                                                                          Company possesses or
                                                                                                          can acquire without
                                                                                                          unreasonable effort
                                                                                                          or expense) as may be
                                                                                                          necessary to verify
                                                                                                          the accuracy of information
                                                                                                          furnished to such Investor.
                                                                                                          Investor further represents
                                                                                                          that it, except as otherwise
                                                                                                          provided by law, is
                                                                                                          entering into the Transaction
                                                                                                          Documents and is acquiring
                                                                                                          the Series H Stock without
                                                                                                          any representation or
                                                                                                          warranty, express or
                                                                                                          implied, by the Company
                                                                                                          or any of its officers,
                                                                                                          directors, employees
                                                                                                          or affiliated, except
                                                                                                          as expressly set forth
                                                                                                          in this Agreement. The
                                                                                                          foregoing, however,
                                                                                                          does not limit or modify
                                                                                                          the representations
                                                                                                          and warranties of the
                                                                                                          Company in the Transaction
                                                                                                          Documents or the right
                                                                                                          of the Investors to
                                                                                                          rely thereon.



		5.7.	Legend;
                                                                                                          Stop Transfer.
                                                                                                          The Series H Stock,
                                                                                                          and any Conversion Shares
                                                                                                          issued upon conversion
                                                                                                          thereof, shall bear
                                                                                                          a legend substantially
                                                                                                          similar to the following:






THE SECURITIES EVIDENCED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933,




    	13



    	 



    

AS AMENDED (THE “ACT”),
OR APPLICABLE BLUE SKY LAWS, AND ARE SUBJECT TO CERTAIN INVESTMENT REPRESENTATIONS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR
SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT AND SUCH APPLICABLE BLUE SKY LAWS, OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


The Company shall make a notation
regarding the restrictions on transfer of the Series H Stock and any such Conversion Shares in its books and the Series H Stock
and any such Conversion Shares shall be transferred on the books of the Company only if transferred or sold pursuant to an effective
registration statement under the Securities Act covering the securities to be transferred or an opinion of counsel satisfactory
to the Company that such registration is not required.


Any legend endorsed on a certificate
pursuant to this Section 5.7 shall be removed, and the Company shall issue a certificate without such legend to the holder
of such security, if such security is being disposed of pursuant to a registration under the Securities Act or pursuant to Rule
144 or any similar rule then in effect or if such holder provides the Company with an opinion of counsel satisfactory to the Company
to the effect that a transfer of such securities may be made without registration. In addition, if the holder of such securities
delivers to the Company an opinion of such counsel to the effect that no subsequent transfer of such securities will require registration
under the Securities Act, the Company will promptly upon such contemplated transfer deliver new certificates evidencing such security
that do not bear the legend set forth in this Section 5.7.


		5.8.	No
                                                                                                          Brokers or Finders.
                                                                                                          No person, firm or corporation
                                                                                                          has or will have, as
                                                                                                          a result of any contractual
                                                                                                          undertaking by the Investor,
                                                                                                          any right, interest
                                                                                                          or valid claim against
                                                                                                          the Investor or the
                                                                                                          Company for any commission,
                                                                                                          fee or other compensation
                                                                                                          as a finder or broker,
                                                                                                          or in any similar capacity,
                                                                                                          in connection with the
                                                                                                          transactions contemplated
                                                                                                          by the Transaction Documents.
                                                                                                          Each responsible Investor
                                                                                                          will indemnify and hold
                                                                                                          the Company harmless
                                                                                                          against any and all
                                                                                                          liability with respect
                                                                                                          to any such commission,
                                                                                                          fee or other compensation
                                                                                                          which may be payable
                                                                                                          or determined to be
                                                                                                          payable.



		5.9.	No
                                                                                                          Governmental Review.
                                                                                                          Each
                                                                                                          Investor understands
                                                                                                          that no United States
                                                                                                          federal or state agency
                                                                                                          or any other government
                                                                                                          or governmental agency
                                                                                                          has passed on or made
                                                                                                          any recommendation or
                                                                                                          endorsement of the Preferred
                                                                                                          Stock or the Conversion
                                                                                                          Shares, or the fairness
                                                                                                          or suitability of the
                                                                                                          investment in the Preferred
                                                                                                          Stock or the Conversion
                                                                                                          Shares, nor have such
                                                                                                          authorities passed upon
                                                                                                          or endorsed the merits
                                                                                                          of the offering of the
                                                                                                          Preferred Stock or the
                                                                                                          Conversion Shares.



		5.10.	Receipt
                                                                                                           of Documents.
                                                                                                           Each
                                                                                                           Investor and his or
                                                                                                           its counsel has received
                                                                                                           and read in their entirety:
                                                                                                           (i) the Transaction
                                                                                                           Documents and each
                                                                                                           representation, warranty
                                                                                                           and covenant set forth
                                                                                                           therein; (ii) all due
                                                                                                           diligence and other
                                                                                                           information necessary
                                                                                                           to verify the accuracy
                                                                                                           and completeness of
                                                                                                           such representations,
                                                                                                           warranties and covenants;
                                                                                                           (iii) the Company’s
                                                                                                           Form 10-K for the 





    	14



    	 



    

fiscal year ended June 30, 2012
(iv) the Company’s Form 10-Q for the fiscal quarter ended September 30, 2012; and (v) answers to all questions each Investor
submitted to the Company regarding an investment in the Company and each Investor has relied on the information contained therein
and has not been furnished any other documents, literature, memorandum or prospectus.


		5.11.	Due
                                                                                                           Formation of Corporate
                                                                                                           and Other Investors.
                                                                                                           If
                                                                                                           the Investors are a
                                                                                                           corporation, trust,
                                                                                                           partnership or other
                                                                                                           entity that is not
                                                                                                           an individual person,
                                                                                                           it has been formed
                                                                                                           and validly exists
                                                                                                           and has not been organized
                                                                                                           for the specific purpose
                                                                                                           of purchasing the Preferred
                                                                                                           Stock and is not prohibited
                                                                                                           from doing so.



		5.12.	No
                                                                                                           Legal Advice From the
                                                                                                           Company.
                                                                                                           Each Investor acknowledges,
                                                                                                           that it had the opportunity
                                                                                                           to review the Transaction
                                                                                                           Documents and the transactions
                                                                                                           contemplated thereby
                                                                                                           with his or its own
                                                                                                           legal counsel and investment
                                                                                                           and tax advisors. Each
                                                                                                           Investor is relying
                                                                                                           solely on such counsel
                                                                                                           and advisors and not
                                                                                                           on any statements or
                                                                                                           representations of
                                                                                                           the Company, its subsidiaries,
                                                                                                           Affiliates or any of
                                                                                                           their respective representatives
                                                                                                           or agents for legal,
                                                                                                           tax or investment advice
                                                                                                           with respect to this
                                                                                                           investment, the transactions
                                                                                                           contemplated by the
                                                                                                           Transaction Documents
                                                                                                           or the securities laws
                                                                                                           of any jurisdiction.
                                                                                                           



6.
Covenants.


		6.1.	Best
                                                                                                          Efforts.
                                                                                                          Each party shall use
                                                                                                          its best efforts to
                                                                                                          timely satisfy each
                                                                                                          of the conditions to
                                                                                                          be satisfied by it as
                                                                                                          provided in Sections
                                                                                                          8 and 9 hereof.



		6.2.	Reporting
                                                                                                          Status.
                                                                                                          Until the earlier of
                                                                                                          (i) the date as of which
                                                                                                          the Investors may sell
                                                                                                          all of the Conversion
                                                                                                          Shares without restriction
                                                                                                          pursuant to Rule 144(k)
                                                                                                          promulgated under the
                                                                                                          Securities Act (or successor
                                                                                                          thereto), or (ii) the
                                                                                                          date on which (A) the
                                                                                                          Investors shall have
                                                                                                          sold all the Conversion
                                                                                                          Shares and (B) none
                                                                                                          of the Preferred Stock
                                                                                                          are outstanding (the
                                                                                                          “Registration
                                                                                                          Period”),
                                                                                                          the Company shall file
                                                                                                          in a timely manner all
                                                                                                          reports required to
                                                                                                          be filed with the Commission
                                                                                                          pursuant to the Exchange
                                                                                                          Act and the regulations
                                                                                                          of the Commission thereunder,
                                                                                                          and the Company shall
                                                                                                          not terminate its status
                                                                                                          as an issuer required
                                                                                                          to file reports under
                                                                                                          the Exchange Act even
                                                                                                          if the Exchange Act
                                                                                                          or the rules and regulations
                                                                                                          thereunder would otherwise
                                                                                                          permit such termination.



		6.3.	Registration
                                                                                                          of Shares. As
                                                                                                          more fully described
                                                                                                          in that Preferred Stock
                                                                                                          Registration Rights
                                                                                                          Agreement between the
                                                                                                          Company and the Investors,
                                                                                                          a copy of which is attached
                                                                                                          hereto as Exhibit
                                                                                                          E, the Company shall
                                                                                                          file a registration
                                                                                                          statement with the Commission
                                                                                                          within forty-five (45)
                                                                                                          days following Closing
                                                                                                          Date (the “Filing
                                                                                                          Date”)
                                                                                                          covering the shares
                                                                                                          of Common Stock underlying
                                                                                                          the Series H Stock.
                                                                                                          The Company agrees not
                                                                                                          to include any other
                                                                                                          shares for registration
                                                                                                          in said registration
                                                                                                          statement without the
                                                                                                          Investors’ written
                                                                                                          consent. Subject to
                                                                                                          the terms of this Agreement,
                                                                                                          the Company shall use
                                                                                                          its best efforts to
                                                                                                          cause the Registration
                                                                                                          Statement to be declared
                                                                                                          effective under the
                                                                                                          Securities Act as promptly
                                                                                                          as possible after the
                                                                                                          filing thereof, but
                                                                                                          in any event prior to
                                                                                                          the applicable Effectiveness
                                                                                                          Date, and shall use
                                                                                                          its best efforts to
                                                                                                          keep such Registration
                                                                                                          Statement continuously
                                                                                                          effective under the
                                                                                                          Securities Act until
                                                                                                          all Registrable Securities
                                                                                                          covered by such Registration
                                                                                                          Statement have been
                                                                                                          sold or may be sold
                                                                                                          without volume restrictions
                                                                                                          pursuant to Rule 144(k)
                                                                                                          as determined by the
                                                                                                          counsel to the Company
                                                                                                          pursuant to a written
                                                                                                          opinion letter to such
                                                                                                          effect, 





    	15



    	 



    

addressed and acceptable to the
Company’s transfer agent and the affected Holders (the “Effectiveness
Period”). The Company shall notify the Investors via facsimile of the effectiveness of the Registration Statement
within one (1) Trading Day of the day that the Company receives notification of the effectiveness from the Commission.


		6.4.	Reservation
                                                                                                          of Shares.
                                                                                                          The Company shall take
                                                                                                          all action reasonably
                                                                                                          necessary to at all
                                                                                                          times have authorized,
                                                                                                          and reserved for the
                                                                                                          purpose of issuance,
                                                                                                          such number of shares
                                                                                                          of Common Stock as shall
                                                                                                          be necessary to effect
                                                                                                          the issuance of the
                                                                                                          Conversion Shares. If
                                                                                                          at any time the Company
                                                                                                          does not have available
                                                                                                          such shares of Common
                                                                                                          Stock as shall from
                                                                                                          time-to-time be sufficient
                                                                                                          to effect the conversion
                                                                                                          of all of the Conversion
                                                                                                          Shares, then the Company
                                                                                                          and its management shall,
                                                                                                          upon the written request
                                                                                                          of the Investors, do
                                                                                                          the following: (i) call
                                                                                                          and hold a special meeting
                                                                                                          of the shareholders
                                                                                                          within thirty (30) days
                                                                                                          of such occurrence for
                                                                                                          the sole purpose of
                                                                                                          increasing the number
                                                                                                          of shares authorized,
                                                                                                          (ii) recommend to the
                                                                                                          shareholders that they
                                                                                                          vote in favor of increasing
                                                                                                          the number of shares
                                                                                                          of Common Stock authorized,
                                                                                                          and (iii) vote all of
                                                                                                          their shares in favor
                                                                                                          of increasing the number
                                                                                                          of authorized shares
                                                                                                          of Common Stock.



		6.5.	Listings
                                                                                                          or Quotation.
                                                                                                          If
                                                                                                          not already done prior
                                                                                                          to the Closing, the
                                                                                                          Company shall promptly
                                                                                                          secure the listing or
                                                                                                          quotation of the Conversion
                                                                                                          Shares upon each national
                                                                                                          securities exchange,
                                                                                                          automated quotation
                                                                                                          system or The Financial
                                                                                                          Industry Regulatory
                                                                                                          Authority’s Over-The-Counter
                                                                                                          Bulletin Board (“OTCBB”)
                                                                                                          or other market, if
                                                                                                          any, upon which shares
                                                                                                          of Common Stock are
                                                                                                          then listed or quoted.
                                                                                                          The Company shall use
                                                                                                          its best efforts to
                                                                                                          maintain, so long as
                                                                                                          any other shares of
                                                                                                          Common Stock shall be
                                                                                                          so listed, such listing
                                                                                                          of all Conversion Shares
                                                                                                          from time-to-time issuable
                                                                                                          under the terms of this
                                                                                                          Agreement. The Company
                                                                                                          shall maintain the Common
                                                                                                          Stock’s authorization
                                                                                                          for quotation on the
                                                                                                          OTCBB.



		6.6.	Fees
                                                                                                          and Expenses.
                                                                                                          The
                                                                                                          Company shall pay all
                                                                                                          costs and expenses incurred
                                                                                                          by such party in connection
                                                                                                          with the negotiation,
                                                                                                          investigation, preparation,
                                                                                                          execution and delivery
                                                                                                          of the Transaction Documents
                                                                                                          and any opinion letters
                                                                                                          issued from legal counsel
                                                                                                          which refer to the Holder’s
                                                                                                          right to sell the Common
                                                                                                          Stock. Further, the
                                                                                                          Company shall pay all
                                                                                                          expenses associated
                                                                                                          with the issuance, delivery
                                                                                                          and deposit of the Conversion
                                                                                                          Shares, including the
                                                                                                          deposit of such shares
                                                                                                          on behalf of the Investor.



		6.7.	Corporate
                                                                                                          Existence.
                                                                                                          So long as any of the
                                                                                                          Preferred Stock remains
                                                                                                          outstanding, the Company
                                                                                                          shall not directly or
                                                                                                          indirectly consummate
                                                                                                          any merger, reorganization,
                                                                                                          restructuring, reverse
                                                                                                          stock split consolidation,
                                                                                                          sale of all or substantially
                                                                                                          all of the Company’s
                                                                                                          assets or any similar
                                                                                                          transaction or related
                                                                                                          transactions (each such
                                                                                                          transaction, an “Organizational
                                                                                                          Change”)
                                                                                                          unless, prior to the
                                                                                                          consummation of an Organizational
                                                                                                          Change, the Company
                                                                                                          obtains the written
                                                                                                          consent of each Investor.
                                                                                                          In any such case, the
                                                                                                          Company will make appropriate
                                                                                                          provision with respect
                                                                                                          to such holders’
                                                                                                          rights and interests
                                                                                                          to insure that the provisions
                                                                                                          of this Section 6.7
                                                                                                          will thereafter
                                                                                                          be applicable to the
                                                                                                          Preferred Stock.



		6.8.	Transactions
                                                                                                          With Affiliates.
                                                                                                          So
                                                                                                          long as any Preferred
                                                                                                          Stock is outstanding,
                                                                                                          the Company shall not,
                                                                                                          and shall cause each
                                                                                                          of its subsidiaries
                                                                                                          not to, enter into,
                                                                                                          amend, modify or supplement,
                                                                                                          or permit any subsidiary
                                                                                                          to enter into, amend,
                                                                                                          





    	16



    	 



    

modify or supplement any agreement,
transaction, commitment, or arrangement with any of its or any subsidiary’s officers, directors, person who were officers
or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the
Common Stock, or Affiliates, or with any individual related by blood, marriage, or adoption to any such individual or with any
entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related
Party”), except for (i) customary employment arrangements and benefit programs on reasonable terms, (ii)
any investment in an Affiliate of the Company, (iii) any agreement, transaction, commitment, or arrangement on an arms-length
basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (iv)
any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company
(for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be considered
a disinterested director with respect to any such agreement, transaction, commitment, or arrangement). Notwithstanding the foregoing,
for purposes of this Section 6.8, the Investors and their respective Affiliates shall not be considered Affiliates of the
Company.


		6.9.	Transfer
                                                                                                          Agent. The
                                                                                                          Company covenants and
                                                                                                          agrees that, in the
                                                                                                          event that the Company’s
                                                                                                          agency relationship
                                                                                                          with the transfer agent
                                                                                                          should be terminated
                                                                                                          for any reason after
                                                                                                          the Closing Date, the
                                                                                                          Company shall immediately
                                                                                                          appoint a new transfer
                                                                                                          agent and shall require
                                                                                                          that the new transfer
                                                                                                          agent agree to be bound
                                                                                                          by the terms of any
                                                                                                          transfer agent instructions
                                                                                                          issued by the Company
                                                                                                          and in place as of the
                                                                                                          date hereof.



		6.10.	Restriction
                                                                                                                                    on
                                                                                                                                    Issuance
                                                                                                                                    of
                                                                                                                                    the
                                                                                                                                    Capital
                                                                                                                                    Stock.
                                                                                                                                    So
                                                                                                                                    long
                                                                                                                                    as
                                                                                                                                    any
                                                                                                                                    Preferred
                                                                                                                                    Stock
                                                                                                                                    is
                                                                                                                                    outstanding,
                                                                                                                                    the
                                                                                                                                    Company
                                                                                                                                    shall
                                                                                                                                    not,
                                                                                                                                    without
                                                                                                                                    the
                                                                                                                                    prior
                                                                                                                                    written
                                                                                                                                    consent
                                                                                                                                    of
                                                                                                                                    the
                                                                                                                                    Investors,
                                                                                                                                    which
                                                                                                                                    shall
                                                                                                                                    not
                                                                                                                                    be
                                                                                                                                    unreasonably
                                                                                                                                    withheld,
                                                                                                                                    (i)
                                                                                                                                    issue
                                                                                                                                    or
                                                                                                                                    sell
                                                                                                                                    shares
                                                                                                                                    of
                                                                                                                                    Common
                                                                                                                                    Stock
                                                                                                                                    or
                                                                                                                                    Preferred
                                                                                                                                    Stock
                                                                                                                                    without
                                                                                                                                    consideration
                                                                                                                                    or
                                                                                                                                    for
                                                                                                                                    a
                                                                                                                                    consideration
                                                                                                                                    per
                                                                                                                                    share
                                                                                                                                    less
                                                                                                                                    than
                                                                                                                                    the
                                                                                                                                    bid
                                                                                                                                    price
                                                                                                                                    of
                                                                                                                                    the
                                                                                                                                    Common
                                                                                                                                    Stock
                                                                                                                                    determined
                                                                                                                                    immediately
                                                                                                                                    prior
                                                                                                                                    to
                                                                                                                                    its
                                                                                                                                    issuance,
                                                                                                                                    (ii)
                                                                                                                                    issue
                                                                                                                                    any
                                                                                                                                    preferred
                                                                                                                                    stock,
                                                                                                                                    warrant,
                                                                                                                                    option,
                                                                                                                                    right,
                                                                                                                                    contract,
                                                                                                                                    call,
                                                                                                                                    or
                                                                                                                                    other
                                                                                                                                    security
                                                                                                                                    or
                                                                                                                                    instrument
                                                                                                                                    granting
                                                                                                                                    the
                                                                                                                                    holder
                                                                                                                                    thereof
                                                                                                                                    the
                                                                                                                                    right
                                                                                                                                    to
                                                                                                                                    acquire
                                                                                                                                    Common
                                                                                                                                    Stock
                                                                                                                                    without
                                                                                                                                    consideration
                                                                                                                                    or
                                                                                                                                    for
                                                                                                                                    a
                                                                                                                                    consideration
                                                                                                                                    less
                                                                                                                                    than
                                                                                                                                    such
                                                                                                                                    Common
                                                                                                                                    Stock’s
                                                                                                                                    Bid
                                                                                                                                    Price
                                                                                                                                    determined
                                                                                                                                    immediately
                                                                                                                                    prior
                                                                                                                                    to
                                                                                                                                    it’s
                                                                                                                                    issuance,
                                                                                                                                    (iii)
                                                                                                                                    enter
                                                                                                                                    into
                                                                                                                                    any
                                                                                                                                    security
                                                                                                                                    instrument
                                                                                                                                    granting
                                                                                                                                    the
                                                                                                                                    holder
                                                                                                                                    a
                                                                                                                                    security
                                                                                                                                    interest
                                                                                                                                    in
                                                                                                                                    any
                                                                                                                                    and
                                                                                                                                    all
                                                                                                                                    assets
                                                                                                                                    of
                                                                                                                                    the
                                                                                                                                    Company,
                                                                                                                                    or
                                                                                                                                    (iv)
                                                                                                                                    file
                                                                                                                                    any
                                                                                                                                    registration
                                                                                                                                    statement
                                                                                                                                    on
                                                                                                                                    Form
                                                                                                                                    S-8.
                                                                                                                                    



		6.11.	Rights
                                                                                                           of First Refusal.
                                                                                                           So
                                                                                                           long as any portion
                                                                                                           of Series H Stock is
                                                                                                           outstanding, if the
                                                                                                           Company intends to
                                                                                                           raise additional capital
                                                                                                           by the issuance or
                                                                                                           sale of Capital Stock
                                                                                                           of the Company, including
                                                                                                           without limitation
                                                                                                           shares of any class
                                                                                                           of common stock, any
                                                                                                           class of preferred
                                                                                                           stock, options, warrants
                                                                                                           or any other securities
                                                                                                           convertible or exercisable
                                                                                                           into shares of common
                                                                                                           stock (whether the
                                                                                                           offering is conducted
                                                                                                           by the Company, underwriter,
                                                                                                           placement agent or
                                                                                                           any third-party) the
                                                                                                           Company shall be obligated
                                                                                                           to offer to the Investors
                                                                                                           such issuance or sale
                                                                                                           of Capital Stock, by
                                                                                                           providing in writing
                                                                                                           the principal amount
                                                                                                           of capital it intends
                                                                                                           to raise and outline
                                                                                                           of the material terms
                                                                                                           of such capital raise,
                                                                                                           prior to the offering
                                                                                                           such issuance or sale
                                                                                                           of Capital Stock  to
                                                                                                           any third parties including,
                                                                                                           but not limited to,
                                                                                                           current or former officers
                                                                                                           or directors, current
                                                                                                           or 





    	17



    	 



    

former shareholders and/or investors
of the obligor, underwriters, brokers, agents or other third parties.  The Investors shall have ten (10) business days from
receipt of such notice of the sale or issuance of capital stock to accept or reject all or a portion of such capital raising offer.


		6.12.	Limitation
                                                                                                           on Beneficial Ownership.
                                                                                                           In
                                                                                                           no event shall the
                                                                                                           Investor be entitled
                                                                                                           to convert or exercise,
                                                                                                           as the case may be,
                                                                                                           any amount of its Series
                                                                                                           H Preferred Stock or
                                                                                                           Warrants in excess
                                                                                                           of that amount upon
                                                                                                           exercise or conversion
                                                                                                           of which the sum of
                                                                                                           (1) the number of shares
                                                                                                           of Common Stock beneficially
                                                                                                           owned (as such term
                                                                                                           is defined under Section
                                                                                                           13(d) and Rule 13d-3
                                                                                                           of the Securities Exchange
                                                                                                           Act of 1934 (the 1934
                                                                                                           Act”)) by the
                                                                                                           Investor, and (2) the
                                                                                                           number of shares issuable
                                                                                                           upon conversion of
                                                                                                           the Series H Preferred
                                                                                                           Stock then owned by
                                                                                                           the Investor, and (3)
                                                                                                           the number of shares
                                                                                                           issuable upon the exercise
                                                                                                           of any Warrants then
                                                                                                           owned by Investor,
                                                                                                           would result in beneficial
                                                                                                           ownership by the Investor
                                                                                                           of more than 9.9% of
                                                                                                           the outstanding shares
                                                                                                           of Common Stock of
                                                                                                           the Company, as determined
                                                                                                           in accordance with
                                                                                                           Rule13d-1(j). Furthermore,
                                                                                                           the Company shall not
                                                                                                           process any exercise
                                                                                                           that would result in
                                                                                                           beneficial ownership
                                                                                                           by the Investor of
                                                                                                           more than 9.9% of the
                                                                                                           outstanding shares
                                                                                                           of Common Stock of
                                                                                                           the Company. 



		6.13.	Use
                                                                                                                                    of
                                                                                                                                    Proceeds.
                                                                                                                                    The
                                                                                                                                    Company
                                                                                                                                    covenants
                                                                                                                                    and
                                                                                                                                    agrees
                                                                                                                                    to
                                                                                                                                    utilize
                                                                                                                                    the
                                                                                                                                    aggregate
                                                                                                                                    Purchase
                                                                                                                                    Commitment
                                                                                                                                    for
                                                                                                                                    the
                                                                                                                                    purposes
                                                                                                                                    outlined
                                                                                                                                    on
                                                                                                                                    the
                                                                                                                                    Use
                                                                                                                                    of
                                                                                                                                    Proceeds
                                                                                                                                    schedule
                                                                                                                                    attached
                                                                                                                                    hereto
                                                                                                                                    as
                                                                                                                                    Exhibit
                                                                                                                                    F.



7. Conditions
To The Company’s Obligation To Sell. The
obligation of the Company hereunder to issue and sell the Preferred Stock to the Investors at the Closing(s) is subject to the
satisfaction, at or before the Closing Date(s), of each of the following conditions, provided that these conditions are for the
Company’s sole benefit and may be waived by the Company at any time in its sole discretion:


		7.1.	Each Investor shall have executed the Transaction Documents and delivered
them to the Company.



		7.2.	The Investors shall have delivered to the Company the Purchase Price
for Preferred Stock in respective amounts as set forth next to each Investor as outlined on Schedule 1 attached hereto,
minus any fees to be paid directly from the proceeds of the Closings as set forth herein, by wire transfer of immediately available
U.S. funds pursuant to the wire instructions provided by the Company.



		7.3.	The representations and warranties of the Investors shall be true
and correct in all material respects as of the date when made and as of the Closing Date(s) as though made at that time (except
for representations and warranties that speak as of a specific date), and the Investors shall have performed, satisfied and complied
in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied
or complied with by the Investors at or prior to the Closing Date(s). 



8. Conditions
To The Investor’s Obligation To Purchase. The
obligation of the Investors hereunder to purchase the Preferred Stock at the Closing(s) is subject to the satisfaction, at or
before the Closing Date, of each of the following conditions, provided that these conditions are for the Investors’ sole
benefit and may be waived by the Investors at any time in their sole discretion:




    	18



    	 



    

 


		8.1.	The Company shall have executed the Transaction Documents and delivered
the same to the Investors.



		8.2.	The Common Stock shall be authorized for quotation on the OTCBB,
trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion
of the Preferred Stock shall be approved by the OTCBB. 



		8.3.	The representations and warranties of the Company shall be true and
correct in all material respects (except to the extent that any of such representations and warranties is already qualified as
to materiality in Section 4 hereof, in which case, such representations and warranties shall be true and correct without
further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations
and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects
with the covenants, agreements and conditions required by the Transaction Document to be performed, satisfied or complied with
by the Company at or prior to the Closing Date. If requested by the Investor, the Investor shall have received a certificate, executed
by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably
requested by the Investor.



		8.4.	The Company shall have delivered to the Investors the Preferred Stock
in the respective amounts set forth opposite each Investors’ name on Schedule 1 attached hereto.



		8.5.	The Company shall have delivered to the Investors a certificate of
good standing from the Nevada Secretary of State.



		8.6.	The Company shall have delivered to the Investor an acknowledgement,
to the satisfaction of the Investor, from the Company’s independent certified public accountants as to its ability to provide
all consents required in order to file a registration statement in connection with this transaction. 



		8.7.	The Company shall have reserved out of its authorized and unissued
Common Stock, solely for the purpose of effecting the conversion of the Preferred Stock, shares of Common Stock to effect the conversion
of all of the Conversion Shares then outstanding. 



		8.8.	The Company shall have certified to the Investors that all conditions
to the Closing have been satisfied and that the Company will file a registration statement with the Commission in compliance with
the rules and regulations promulgated by the Commission for filing thereof two (2) business days after the Closing. If requested
by the Investor, the Investor shall have received a certificate, executed by the two officers of the Company, dated as of the Closing
Date, to the foregoing effect.



		8.9.	No Events of Default shall have occurred under the Transaction Documents.




 




    	19



    	 



    

9. Indemnification.


		9.1.	In
                                                                                                          consideration of the
                                                                                                          Investor’s execution
                                                                                                          and delivery of this
                                                                                                          Agreement and acquiring
                                                                                                          the Preferred Stock
                                                                                                          and the Conversion Shares
                                                                                                          hereunder, and in addition
                                                                                                          to all of the Company’s
                                                                                                          other obligations under
                                                                                                          the Transaction Documents,
                                                                                                          the Company shall defend,
                                                                                                          protect, indemnify and
                                                                                                          hold harmless the Investors
                                                                                                          and each other holder
                                                                                                          of the Preferred Stock
                                                                                                          and the Conversion Shares,
                                                                                                          and all of their officers,
                                                                                                          directors, employees
                                                                                                          and agents (including,
                                                                                                          without limitation,
                                                                                                          those retained in connection
                                                                                                          with the transactions
                                                                                                          contemplated by the
                                                                                                          Transaction Documents)
                                                                                                          (collectively, the “Investor
                                                                                                          Indemnitees”)
                                                                                                          from and against any
                                                                                                          and all actions, causes
                                                                                                          of action, suits, claims,
                                                                                                          losses, costs, penalties,
                                                                                                          fees, liabilities and
                                                                                                          damages, and expenses
                                                                                                          in connection therewith
                                                                                                          (irrespective of whether
                                                                                                          any such Investor Indemnitee
                                                                                                          is a party to the action
                                                                                                          for which indemnification
                                                                                                          hereunder is sought),
                                                                                                          and including reasonable
                                                                                                          attorneys’ fees
                                                                                                          and disbursements (the
                                                                                                          “Indemnified
                                                                                                          Liabilities”),
                                                                                                          incurred by the Investor
                                                                                                          Indemnitees or any of
                                                                                                          them as a result of,
                                                                                                          or arising out of, or
                                                                                                          relating to (a) any
                                                                                                          misrepresentation or
                                                                                                          breach of any representation
                                                                                                          or warranty made by
                                                                                                          the Company in the Transaction
                                                                                                          Documents or any other
                                                                                                          certificate, instrument
                                                                                                          or document contemplated
                                                                                                          thereby, (b) any breach
                                                                                                          of any covenant, agreement
                                                                                                          or obligation of the
                                                                                                          Company contained in
                                                                                                          the Transaction Documents
                                                                                                          or any other certificate,
                                                                                                          instrument or document
                                                                                                          contemplated thereby,
                                                                                                          or (c) any cause of
                                                                                                          action, suit or claim
                                                                                                          brought or made against
                                                                                                          such Indemnitee and
                                                                                                          arising out of or resulting
                                                                                                          from the execution,
                                                                                                          delivery, performance
                                                                                                          or enforcement of the
                                                                                                          Transaction Documents
                                                                                                          or any other instrument,
                                                                                                          document or agreement
                                                                                                          executed pursuant thereto
                                                                                                          by any of the parties
                                                                                                          thereto, any transaction
                                                                                                          financed or to be financed
                                                                                                          in whole or in part,
                                                                                                          directly or indirectly,
                                                                                                          with the proceeds of
                                                                                                          the issuance of the
                                                                                                          Preferred Stock or the
                                                                                                          Conversion Shares or
                                                                                                          the status of the Investor
                                                                                                          or holder of the Preferred
                                                                                                          Stock or the Conversion
                                                                                                          Shares. To the extent
                                                                                                          that the foregoing undertaking
                                                                                                          by the Company may be
                                                                                                          unenforceable for any
                                                                                                          reason, the Company
                                                                                                          shall make the maximum
                                                                                                          contribution to the
                                                                                                          payment and satisfaction
                                                                                                          of each of the Indemnified
                                                                                                          Liabilities, which is
                                                                                                          permissible under applicable
                                                                                                          law.



		9.2.	In
                                                                                                          consideration of the
                                                                                                          Company’s execution
                                                                                                          and delivery of the
                                                                                                          Transaction Documents,
                                                                                                          and in addition to all
                                                                                                          of the Investor’s
                                                                                                          other obligations under
                                                                                                          the Transaction Documents,
                                                                                                          the Investor shall defend,
                                                                                                          protect, indemnify and
                                                                                                          hold harmless the Company
                                                                                                          and all of its officers,
                                                                                                          directors, employees
                                                                                                          and agents (including,
                                                                                                          without limitation,
                                                                                                          those retained in connection
                                                                                                          with the transactions
                                                                                                          contemplated by the
                                                                                                          Transaction Documents)
                                                                                                          (collectively, the “Company
                                                                                                          Indemnitees”)
                                                                                                          from and against any
                                                                                                          and all Indemnified
                                                                                                          Liabilities incurred
                                                                                                          by the Indemnitees or
                                                                                                          any of them as a result
                                                                                                          of, or arising out of,
                                                                                                          or relating to (a) any
                                                                                                          misrepresentation or
                                                                                                          breach of any representation
                                                                                                          or warranty made by
                                                                                                          the Investors in the
                                                                                                          Transaction Documents,
                                                                                                          instrument or document
                                                                                                          contemplated thereby
                                                                                                          or executed by the Investor,
                                                                                                          (b) any breach of any
                                                                                                          covenant, agreement
                                                                                                          or obligation of the
                                                                                                          Investors contained
                                                                                                          in the Transaction Documents
                                                                                                          or any other certificate,
                                                                                                          instrument or document
                                                                                                          contemplated thereby
                                                                                                          or executed by the Investor,
                                                                                                          or (c) any cause of
                                                                                                          action, suit or claim
                                                                                                          brought or made against
                                                                                                          such Company Indemnitee
                                                                                                          based on material misrepresentations
                                                                                                          or due to a material
                                                                                                          breach and arising out
                                                                                                          of or resulting from
                                                                                                          the execution, delivery,
                                                                                                          performance or enforcement
                                                                                                          of the Transaction Documents
                                                                                                          or any other instrument,
                                                                                                          document or agreement
                                                                                                          executed pursuant thereto
                                                                                                          by any of the 





    	20



    	 



    

parties thereto. To the extent
that the foregoing undertaking by each Investor may be unenforceable for any reason, each Investor shall make the maximum contribution
to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable law.


10. Definitions.
The following terms, as used herein, have the following meanings:


		10.1.	“Affiliate”
                                                                                                           means, with
                                                                                                           respect to any person
                                                                                                           or entity, another
                                                                                                           person or entity that,
                                                                                                           directly or indirectly,
                                                                                                           (i) has a ten percent
                                                                                                           (10%) or more equity
                                                                                                           interest in that person
                                                                                                           or entity, (ii) has
                                                                                                           ten percent (10%) or
                                                                                                           more common ownership
                                                                                                           with that person or
                                                                                                           entity, (iii) controls
                                                                                                           that person or entity,
                                                                                                           or (iv) shares
                                                                                                           common control with
                                                                                                           that person or entity.
                                                                                                           “Control”
                                                                                                           or “controls”
                                                                                                           for purposes hereof
                                                                                                           means that a person
                                                                                                           or entity has the power,
                                                                                                           direct or indirect,
                                                                                                           to conduct or govern
                                                                                                           the policies of another
                                                                                                           person or entity.



		10.2.	“Agreement”
                                                                                                           has the meaning
                                                                                                           set forth in the Introduction.



		10.3.	“Applicable
                                                                                                           Law”
                                                                                                           means, with respect
                                                                                                           to any Person, any
                                                                                                           domestic or foreign,
                                                                                                           federal, state or local
                                                                                                           common law or duty,
                                                                                                           case law or ruling,
                                                                                                           statute, law, ordinance,
                                                                                                           policy, guidance, rule,
                                                                                                           administrative interpretation,
                                                                                                           regulation, code, order,
                                                                                                           writ, injunction, directive,
                                                                                                           judgment, decree or
                                                                                                           other requirement of
                                                                                                           any Governmental Authority
                                                                                                           applicable to such
                                                                                                           Person or any of its
                                                                                                           Affiliates or Plan
                                                                                                           Affiliates or any of
                                                                                                           their respective properties,
                                                                                                           assets, officers, directors,
                                                                                                           employees, consultants
                                                                                                           or agents (in connection
                                                                                                           with such officer’s,
                                                                                                           director’s, employee’s,
                                                                                                           consultant’s
                                                                                                           or agent’s activities
                                                                                                           on behalf of such Person
                                                                                                           or any of its Affiliates
                                                                                                           or Plan Affiliates).



		10.4.	“Capital
                                                                                                           Stock”
                                                                                                           has the meaning
                                                                                                           set forth in Section
                                                                                                           4.3 hereof.



		10.5.	“Articles
                                                                                                           of Incorporation”
                                                                                                           means the Company’s
                                                                                                           Articles of Incorporation
                                                                                                           as filed with the Nevada
                                                                                                           Secretary of State,
                                                                                                           as may be amended from
                                                                                                           time to time.



		10.6.	“Closing”
                                                                                                           has the meaning
                                                                                                           set forth in Section
                                                                                                           3 hereof.



		10.7.	“Closing
                                                                                                                  Date”
                                                                                                                  has
                                                                                                                  the meaning
                                                                                                                  set forth in
                                                                                                                  Section 3
                                                                                                                  hereof.



		10.8.	“Code”
                                                                                                           means the Internal
                                                                                                           Revenue Code of 1986,
                                                                                                           as amended, and the
                                                                                                           regulations or other
                                                                                                           binding pronouncements
                                                                                                           promulgated thereunder.



		10.9.	“Common
                                                                                                                  Stock”
                                                                                                                  has
                                                                                                                  the meaning
                                                                                                                  set forth in
                                                                                                                  Section 1
                                                                                                                  hereof.



		10.10.	“Company”
                                                                                                            has the meaning
                                                                                                            set forth in the Introduction.



		10.11.	“Compensation
                                                                                                            Plan”
                                                                                                            means any
                                                                                                            material benefit or
                                                                                                            arrangement that is
                                                                                                            not either a Pension
                                                                                                            Plan or a Welfare
                                                                                                            Plan, including, without
                                                                                                            limitation, (i) each
                                                                                                            employment or consulting
                                                                                                            agreement, (ii) each
                                                                                                            arrangement providing
                                                                                                            for insurance coverage
                                                                                                            or workers’
                                                                                                            compensation benefits,
                                                                                                            (iii) each bonus,
                                                                                                            incentive bonus or
                                                                                                            deferred bonus arrangement,
                                                                                                            (iv) each arrangement
                                                                                                            providing termination
                                                                                                            allowance, severance
                                                                                                            or similar benefits,
                                                                                                            (v) each equity compensation
                                                                                                            plan, (vi) each current
                                                                                                            or deferred compensation
                                                                                                            agreement, arrangement
                                                                                                            or policy, (vii) each
                                                                                                            compensation policy
                                                                                                            and practice maintained
                                                                                                            





    	21



    	 



    

by the Company or any ERISA Affiliate
of the Company covering the employees, former employees, directors and former directors of the Company and the beneficiaries of
any of them, and (viii) each agreement, arrangement or plan that provides for the payment of compensation to any person who provides
services to the Company and who is not an employee, former employee, director or former director of the Company.


		10.12.	“Consent”
                                                                                                                   or
                                                                                                                   “Consents”
                                                                                                                   have
                                                                                                                   the meanings
                                                                                                                   set forth in
                                                                                                                   Section
                                                                                                                   4.5 hereof.



		10.13.	“Contracts”
                                                                                                            means all
                                                                                                            contracts, agreements,
                                                                                                            options, leases, licenses,
                                                                                                            sales and accepted
                                                                                                            purchase orders, commitments
                                                                                                            and other instruments
                                                                                                            of any kind, whether
                                                                                                            written or oral, to
                                                                                                            which the Company
                                                                                                            is a party on the
                                                                                                            Closing Date, including
                                                                                                            the Scheduled Contracts.



		10.14.	“Conversion
                                                                                                            Shares”
                                                                                                            has the meaning
                                                                                                            set forth in Section
                                                                                                            1 hereof.



		10.15.	“Disclosure
                                                                                                            Schedule”
                                                                                                            has the meaning
                                                                                                            set forth in Section
                                                                                                            4 hereof.



		10.16.	“Effective
                                                                                                            Date”
                                                                                                            has the meaning
                                                                                                            set forth in Section
                                                                                                            6.3 hereof.



		10.17.	“Employee
                                                                                                            Benefit Plan”
                                                                                                            means all
                                                                                                            Pension Plans, Welfare
                                                                                                            Plans and Compensation
                                                                                                            Plans.



		10.18.	“ERISA”
                                                                                                            means the
                                                                                                            Employee Retirement
                                                                                                            Income Security Act
                                                                                                            of 1974, as amended.



		10.19.	“ERISA
                                                                                                            Affiliate”
                                                                                                            means any
                                                                                                            “person,”
                                                                                                            within the meaning
                                                                                                            of Section 7701(a)(1)
                                                                                                            of the Code, that
                                                                                                            together with the
                                                                                                            Company is considered
                                                                                                            a single employer
                                                                                                            pursuant to Section
                                                                                                            414(b), (c), (m) or
                                                                                                            (o) of the Code or
                                                                                                            Section 3(5) or 4001(b)(1)
                                                                                                            of ERISA. 



		10.20.	“Exchange
                                                                                                            Act”
                                                                                                            means the
                                                                                                            Securities Exchange
                                                                                                            Act of 1934, as amended.



		10.21.	“Filing
                                                                                                            Date”
                                                                                                            has the meaning
                                                                                                            set forth in Section
                                                                                                            6.3 hereof.



		10.22.	“GAAP”
                                                                                                            means generally
                                                                                                            accepted accounting
                                                                                                            principles in the
                                                                                                            United States, consistently
                                                                                                            applied.



		10.23.	“Governmental
                                                                                                            Authority”
                                                                                                            means any
                                                                                                            foreign, domestic,
                                                                                                            federal, territorial,
                                                                                                            state or local governmental
                                                                                                            authority, quasi-governmental
                                                                                                            authority, instrumentality,
                                                                                                            court, government
                                                                                                            or self-regulatory
                                                                                                            organization, commission,
                                                                                                            tribunal or organization
                                                                                                            or any regulatory,
                                                                                                            administrative or
                                                                                                            other agency, or any
                                                                                                            political or other
                                                                                                            subdivision, department
                                                                                                            or branch of any of
                                                                                                            the foregoing.



		10.24.	“Intellectual
                                                                                                            Property”
                                                                                                            means all
                                                                                                            rights in patents,
                                                                                                            patent applications,
                                                                                                            trademarks (whether
                                                                                                            registered or not),
                                                                                                            trademark applications,
                                                                                                            service mark registrations
                                                                                                            and service mark applications,
                                                                                                            trade names, trade
                                                                                                            dress, logos, slogans,
                                                                                                            tag lines, uniform
                                                                                                            resource locators,
                                                                                                            Internet domain names,
                                                                                                            Internet domain name
                                                                                                            applications, corporate
                                                                                                            names, copyright applications,
                                                                                                            registered copyrighted
                                                                                                            works and commercially
                                                                                                            significant unregistered
                                                                                                            copyrightable works
                                                                                                            (including proprietary
                                                                                                            software, books, written
                                                                                                            materials, prerecorded
                                                                                                            





    	22



    	 



    

video or audio tapes, and other
copyrightable works), technology, software, trade secrets, know-how, technical documentation, specifications, data, designs and
other intellectual property and proprietary rights used in or necessary to the conduct of the business of the Company, but excluding
third-party off-the-shelf computer programs.


		10.25.	“Investors”
                                                                                                            has the meaning
                                                                                                            set forth in the Introduction.



		10.26.	“Latest
                                                                                                            Balance Sheet”
                                                                                                            has the meaning
                                                                                                            set forth in Section
                                                                                                            4.6(a) hereof.



		10.27.	“Latest
                                                                                                            Financial Statements”
                                                                                                            has the meaning
                                                                                                            set forth in Section 4.6(a)
                                                                                                            hereof. 



		10.28.	“Liability”
                                                                                                            or “Liabilities”
                                                                                                            means any
                                                                                                            liabilities, obligations
                                                                                                            or claims of any kind
                                                                                                            whatsoever whether
                                                                                                            absolute, accrued
                                                                                                            or un-accrued, fixed
                                                                                                            or contingent, matured
                                                                                                            or un-matured, asserted
                                                                                                            or unasserted, known
                                                                                                            or unknown, direct
                                                                                                            or indirect, contingent
                                                                                                            or otherwise and whether
                                                                                                            due or to become due,
                                                                                                            including without
                                                                                                            limitation any foreign
                                                                                                            or domestic tax liabilities
                                                                                                            or deferred tax liabilities
                                                                                                            incurred in respect
                                                                                                            of or measured by
                                                                                                            the Company’s
                                                                                                            income, or any other
                                                                                                            debts, liabilities
                                                                                                            or obligations relating
                                                                                                            to or arising out
                                                                                                            of any act, omission,
                                                                                                            transaction, circumstance,
                                                                                                            sale of goods or services,
                                                                                                            state of facts or
                                                                                                            other condition which
                                                                                                            occurred or existed
                                                                                                            on or before the date
                                                                                                            hereof, whether or
                                                                                                            not known, due or
                                                                                                            payable, whether or
                                                                                                            not the same is required
                                                                                                            to be accrued on the
                                                                                                            financial statements
                                                                                                            or is disclosed on
                                                                                                            the Disclosure Schedule.



		10.29.	“Lien”
                                                                                                            means, with
                                                                                                            respect to any asset,
                                                                                                            any mortgage, title
                                                                                                            defect or objection,
                                                                                                            lien, pledge, charge,
                                                                                                            security interest,
                                                                                                            hypothecation, restriction,
                                                                                                            encumbrance, adverse
                                                                                                            claim or charge of
                                                                                                            any kind in respect
                                                                                                            of such asset.



		10.30.	“Material
                                                                                                            Adverse Effect”
                                                                                                            means, with
                                                                                                            respect to the Company,
                                                                                                            an individual or cumulative
                                                                                                            adverse change in
                                                                                                            or effect on its business,
                                                                                                            customers, customer
                                                                                                            relations, operations,
                                                                                                            properties, working
                                                                                                            capital condition
                                                                                                            (financial or otherwise),
                                                                                                            assets, properties,
                                                                                                            liabilities or prospects
                                                                                                            (financial or otherwise)
                                                                                                            that (i) is reasonably
                                                                                                            expected to be materially
                                                                                                            adverse to its business,
                                                                                                            properties, working
                                                                                                            capital condition
                                                                                                            (financial or otherwise),
                                                                                                            assets, liabilities
                                                                                                            or prospects (financial
                                                                                                            or otherwise); or
                                                                                                            (ii) would prevent
                                                                                                            it from consummating
                                                                                                            the transactions contemplated
                                                                                                            hereby.



		10.31.	“Material
                                                                                                            Customers”
                                                                                                            has the meaning
                                                                                                            set forth in Section
                                                                                                            4.17 hereof.



		10.32.	“Ordinary
                                                                                                            Course of Business”
                                                                                                            means any
                                                                                                            action taken by the
                                                                                                            Company that is (i)
                                                                                                            consistent with its
                                                                                                            past practices and
                                                                                                            is taken in the ordinary
                                                                                                            course of its normal
                                                                                                            day-to-day operations,
                                                                                                            and (ii) not required
                                                                                                            to be specifically
                                                                                                            authorized by its
                                                                                                            Board of Directors.



		10.33.	“Penalty
                                                                                                            Date”
                                                                                                            has the meaning
                                                                                                            set forth in Section
                                                                                                            6.3 hereof.



		10.34.	“Pension
                                                                                                            Plan”
                                                                                                            means an “employee
                                                                                                            pension benefit plan”
                                                                                                            as such term is defined
                                                                                                            in Sections 3(2) or
                                                                                                            3(3) of ERISA and
                                                                                                            all other material
                                                                                                            employee benefit arrangements
                                                                                                            or programs relating
                                                                                                            to the Company’s
                                                                                                            business, including,
                                                                                                            without limitation,
                                                                                                            any such arrangements
                                                                                                            or programs providing
                                                                                                            severance pay, sick
                                                                                                            leave, vacation pay,
                                                                                                            salary continuation
                                                                                                            for disability, retirement
                                                                                                            benefits, 





    	23



    	 



    

deferred compensation, bonus pay,
incentive pay, stock options, hospitalization insurance, medical insurance and life insurance, sponsored or maintained by the Company
or any Affiliate of the Company or to which the Company or any Affiliate of the Company is obligated to contribute thereunder on
behalf of any current or former employee who performed services with respect to the Company’s business.


		10.35.	“Permits”
                                                                                                            has the meaning
                                                                                                            set forth in Section
                                                                                                            4.9 hereof.



		10.36.	“Permitted
                                                                                                            Liens”
                                                                                                            means (i)
                                                                                                            Liens for Taxes or
                                                                                                            governmental assessments,
                                                                                                            charges or claims
                                                                                                            the payment of which
                                                                                                            is not yet due, or
                                                                                                            for Taxes the validity
                                                                                                            of which are being
                                                                                                            contested in good
                                                                                                            faith by appropriate
                                                                                                            proceedings; (ii) statutory
                                                                                                            Liens of landlords
                                                                                                            and Liens of carriers,
                                                                                                            warehousemen, mechanics,
                                                                                                            materialmen and other
                                                                                                            similar Persons and
                                                                                                            other Liens imposed
                                                                                                            by Applicable Law
                                                                                                            incurred in the Ordinary
                                                                                                            Course of Business
                                                                                                            for sums not yet delinquent
                                                                                                            or being contested
                                                                                                            in good faith; (iii)
                                                                                                            Liens relating to
                                                                                                            deposits made in the
                                                                                                            Ordinary Course of
                                                                                                            Business in connection
                                                                                                            with workers’
                                                                                                            compensation, unemployment
                                                                                                            insurance and other
                                                                                                            types of Social Security
                                                                                                            or to secure the performance
                                                                                                            of leases, trade contracts
                                                                                                            or other similar agreements;
                                                                                                            and (iii) other Liens
                                                                                                            set forth on the Disclosure
                                                                                                            Schedule; provided,
                                                                                                            however, that, with
                                                                                                            respect to each of
                                                                                                            clauses (i) through
                                                                                                            (iii), to the extent
                                                                                                            that any such Lien
                                                                                                            on that arose prior
                                                                                                            to the date of the
                                                                                                            Latest Balance Sheet
                                                                                                            and relates to, or
                                                                                                            secures the payment
                                                                                                            of, a Liability that
                                                                                                            is required to be
                                                                                                            accrued for under
                                                                                                            GAAP, such Lien shall
                                                                                                            not be a Permitted
                                                                                                            Lien unless all such
                                                                                                            Liabilities have been
                                                                                                            fully accrued or otherwise
                                                                                                            reflected on the Latest
                                                                                                            Balance Sheet. Notwithstanding
                                                                                                            the foregoing, no
                                                                                                            Lien arising under
                                                                                                            the Code or ERISA
                                                                                                            with respect to the
                                                                                                            operation, termination,
                                                                                                            restoration or funding
                                                                                                            of any Employee Benefit
                                                                                                            Plan sponsored by,
                                                                                                            maintained by or contributed
                                                                                                            to by the Company
                                                                                                            or any of its ERISA
                                                                                                            Affiliates or arising
                                                                                                            in connection with
                                                                                                            any excise tax or
                                                                                                            penalty tax with respect
                                                                                                            to such Employee Benefit
                                                                                                            Plan shall be a Permitted
                                                                                                            Lien.



		10.37.	“Person”
                                                                                                            means an individual,
                                                                                                            corporation, partnership,
                                                                                                            limited liability
                                                                                                            company, association,
                                                                                                            trust, estate or other
                                                                                                            entity or organization,
                                                                                                            including a Governmental
                                                                                                            Authority.



		10.38.	“Plan
                                                                                                            Affiliate”
                                                                                                            means, with
                                                                                                            respect to any Person,
                                                                                                            any Employee Benefit
                                                                                                            Plan sponsored by,
                                                                                                            maintained by or contributed
                                                                                                            to by such Person,
                                                                                                            and with respect to
                                                                                                            any Employee Benefit
                                                                                                            Plan, any Person sponsoring,
                                                                                                            maintaining or contributing
                                                                                                            to such plan or arrangement.



		10.39.	“Preferred
                                                                                                            Stock”
                                                                                                            has the meaning
                                                                                                            set forth in Section
                                                                                                            1 hereof.



		10.40.	“Purchase
                                                                                                            Commitment”
                                                                                                            has the meaning
                                                                                                            set forth in Section
                                                                                                            2 hereof.



		10.41.	“Scheduled
                                                                                                            Contracts”
                                                                                                            has the meaning
                                                                                                            set forth in Section
                                                                                                            4.12 hereof.



		10.42.	“SEC
                                                                                                            Documents”
                                                                                                            has the meaning
                                                                                                            set forth in Section
                                                                                                            4.26 hereof.



		10.43.	“Securities
                                                                                                            Act”
                                                                                                            means the
                                                                                                            Securities Act of
                                                                                                            1933, as amended.



		10.44.	“Series
                                                                                                            H Stock”
                                                                                                            has the meaning
                                                                                                            set forth in the Recitals.








    	24



    	 



    

 


		10.45.	“Tax”
                                                                                                            or “Taxes”
                                                                                                            means all
                                                                                                            taxes imposed of any
                                                                                                            nature including federal,
                                                                                                            state, local or foreign
                                                                                                            net income tax, alternative
                                                                                                            or add-on minimum
                                                                                                            tax, profits or excess
                                                                                                            profits tax, franchise
                                                                                                            tax, gross income,
                                                                                                            adjusted gross income
                                                                                                            or gross receipts
                                                                                                            tax, employment related
                                                                                                            tax (including employee
                                                                                                            withholding or employer
                                                                                                            payroll tax, FICA
                                                                                                            or FUTA), real or
                                                                                                            personal property
                                                                                                            tax or ad valorem
                                                                                                            tax, sales or use
                                                                                                            tax, excise tax, stamp
                                                                                                            tax or duty, any withholding
                                                                                                            or back up withholding
                                                                                                            tax, value-added tax,
                                                                                                            severance tax, prohibited
                                                                                                            transaction tax, premiums
                                                                                                            tax, environmental
                                                                                                            tax, intangibles tax
                                                                                                            or occupation tax,
                                                                                                            together with any
                                                                                                            interest or any penalty,
                                                                                                            addition to tax or
                                                                                                            additional amount
                                                                                                            imposed by any Governmental
                                                                                                            Authority (domestic
                                                                                                            or foreign) responsible
                                                                                                            for the imposition
                                                                                                            of any such tax. The
                                                                                                            term Tax shall also
                                                                                                            include any Liability
                                                                                                            of the Company for
                                                                                                            the Taxes of any other
                                                                                                            Person under U.S.
                                                                                                            Treasury Regulations
                                                                                                            Section 1.1502-6 (or
                                                                                                            similar provisions
                                                                                                            of state, local or
                                                                                                            foreign law), as a
                                                                                                            transferee or successor
                                                                                                            by contract or otherwise.



		10.46.	“Tax
                                                                                                            Return”
                                                                                                            means all
                                                                                                            returns, declarations,
                                                                                                            reports, estimates,
                                                                                                            forms, information
                                                                                                            returns and statements
                                                                                                            or other information
                                                                                                            required to be filed
                                                                                                            with respect to any
                                                                                                            Tax.



		10.47.	“Transaction
                                                                                                            Documents”
                                                                                                            has the meaning
                                                                                                            set forth in Section
                                                                                                            4.2 hereof.



		10.48.	“Welfare
                                                                                                            Plan”
                                                                                                            means an “employee
                                                                                                            welfare benefit plan”
                                                                                                            as such term is defined
                                                                                                            in Section 3(1) of
                                                                                                            ERISA (including without
                                                                                                            limitation a plan
                                                                                                            excluded from coverage
                                                                                                            by Section 4 of ERISA).



11. Miscellaneous.


		11.1.	Waivers,
                                                                                                           Amendments and Approvals.
                                                                                                           In each case in which
                                                                                                           approval of the Investors
                                                                                                           is required by the
                                                                                                           terms of this Agreement,
                                                                                                           such requirement shall
                                                                                                           be satisfied by a vote
                                                                                                           or the written action
                                                                                                           of the Investors. With
                                                                                                           the written consent
                                                                                                           of the Investors, the
                                                                                                           obligations of the
                                                                                                           Company under this
                                                                                                           Agreement may be waived
                                                                                                           (either generally or
                                                                                                           in a particular instance
                                                                                                           and either retroactively
                                                                                                           or prospectively) and
                                                                                                           with the written approval
                                                                                                           of the Investors, the
                                                                                                           Company may enter into
                                                                                                           a supplementary agreement
                                                                                                           for the purpose of
                                                                                                           adding any provisions
                                                                                                           to or changing in any
                                                                                                           manner or eliminating
                                                                                                           any of the provisions
                                                                                                           of this Agreement;
                                                                                                           provided, however,
                                                                                                           that no such waiver
                                                                                                           or supplemental agreement
                                                                                                           shall amend the terms
                                                                                                           of the shares of the
                                                                                                           Series H Stock as set
                                                                                                           forth in the Articles
                                                                                                           of Incorporation (any
                                                                                                           such amendment to the
                                                                                                           terms of the shares
                                                                                                           of Series H Stock shall
                                                                                                           require the vote of
                                                                                                           the holders of shares
                                                                                                           of Series H Stock called
                                                                                                           for by the Articles
                                                                                                           of Incorporation).
                                                                                                           



		11.2.	Written
                                                                                                           Changes, Waivers, etc.
                                                                                                           Neither
                                                                                                           this Agreement nor
                                                                                                           any provision hereof
                                                                                                           may be changed, waived,
                                                                                                           discharged or terminated
                                                                                                           orally, except by a
                                                                                                           statement in writing
                                                                                                           signed by the party
                                                                                                           against which enforcement
                                                                                                           of the change, waiver,
                                                                                                           discharge or termination
                                                                                                           is sought, except to
                                                                                                           the extent provided
                                                                                                           in Section 11.1
                                                                                                           hereof.



		11.3.	Notices.
                                                                                                           Any and all notices
                                                                                                           required or permitted
                                                                                                           to be given to a party
                                                                                                           pursuant to the provisions
                                                                                                           of this Agreement will
                                                                                                           be in writing and will
                                                                                                           be effective and deemed
                                                                                                           to provide such party
                                                                                                           sufficient notice under
                                                                                                           this 





    	25



    	 



    

Agreement on the earliest of the
following: (i) at the time of personal delivery, if delivery is in person; (ii) one (1) business day after deposit with an
express overnight courier for United States deliveries, or two (2) business days after such deposit for deliveries outside of the
United States, with proof of delivery from the courier requested; or (iii) three (3) business days after deposit in the United
States mail by certified mail (return receipt requested) for United States deliveries. All notices for delivery outside the United
States will be sent by express courier. All notices not delivered personally will be sent with postage and/or other charges prepaid
and properly addressed to the party or parties to be notified at such address or addresses as such party or parties may designate
by one of the indicated means of notice herein to the other party or parties hereto.


		11.4.	Survival
                                                                                                           of Representations,
                                                                                                           Warranties, Etc.
                                                                                                           All
                                                                                                           representations, warranties,
                                                                                                           covenants and agreements
                                                                                                           contained herein, including
                                                                                                           the indemnification
                                                                                                           obligations set forth
                                                                                                           in Section 9
                                                                                                           hereof, shall survive
                                                                                                           after the execution
                                                                                                           and delivery of this
                                                                                                           Agreement or such certificate
                                                                                                           or document, as the
                                                                                                           case may be, for a
                                                                                                           period of two (2) years.



		11.5.	Delays
                                                                                                           or Omissions.
                                                                                                           Except as expressly
                                                                                                           provided herein, no
                                                                                                           delay or omission to
                                                                                                           exercise any right,
                                                                                                           power or remedy accruing
                                                                                                           to any party under
                                                                                                           this Agreement shall
                                                                                                           impair any such right,
                                                                                                           power or remedy of
                                                                                                           such party nor shall
                                                                                                           it be construed to
                                                                                                           be a waiver of any
                                                                                                           such breach or default,
                                                                                                           or an acquiescence
                                                                                                           thereto, or of a similar
                                                                                                           breach or default thereafter
                                                                                                           occurring; nor shall
                                                                                                           any waiver of any single
                                                                                                           breach or default be
                                                                                                           deemed a waiver of
                                                                                                           any other breach or
                                                                                                           default theretofore
                                                                                                           or thereafter occurring.
                                                                                                           Any waiver, permit,
                                                                                                           consent or approval
                                                                                                           of any kind or character
                                                                                                           on the part of any
                                                                                                           party hereto of any
                                                                                                           breach or default under
                                                                                                           this Agreement, or
                                                                                                           any waiver on the part
                                                                                                           of any party of any
                                                                                                           provisions or conditions
                                                                                                           of this Agreement,
                                                                                                           must be in writing
                                                                                                           and shall be effective
                                                                                                           only to the extent
                                                                                                           specifically set forth
                                                                                                           in such writing.



		11.6.	Other
                                                                                                           Remedies.
                                                                                                           Any and all remedies
                                                                                                           herein expressly conferred
                                                                                                           upon a party shall
                                                                                                           be deemed cumulative
                                                                                                           with, and not exclusive
                                                                                                           of, any other remedy
                                                                                                           conferred hereby or
                                                                                                           by law on such party,
                                                                                                           and the exercise of
                                                                                                           any one remedy shall
                                                                                                           not preclude the exercise
                                                                                                           of any other.



		11.7.	Attorney
                                                                                                                                    Fees.
                                                                                                                                    Should
                                                                                                                                    suit
                                                                                                                                    be
                                                                                                                                    brought
                                                                                                                                    to
                                                                                                                                    enforce
                                                                                                                                    or
                                                                                                                                    interpret
                                                                                                                                    any
                                                                                                                                    part
                                                                                                                                    of
                                                                                                                                    this
                                                                                                                                    Agreement,
                                                                                                                                    the
                                                                                                                                    prevailing
                                                                                                                                    party
                                                                                                                                    shall
                                                                                                                                    be
                                                                                                                                    entitled
                                                                                                                                    to
                                                                                                                                    recover,
                                                                                                                                    as
                                                                                                                                    an
                                                                                                                                    element
                                                                                                                                    of
                                                                                                                                    the
                                                                                                                                    costs
                                                                                                                                    of
                                                                                                                                    suit
                                                                                                                                    and
                                                                                                                                    not
                                                                                                                                    as
                                                                                                                                    damages,
                                                                                                                                    reasonable
                                                                                                                                    attorney
                                                                                                                                    fees
                                                                                                                                    to
                                                                                                                                    be
                                                                                                                                    fixed
                                                                                                                                    by
                                                                                                                                    the
                                                                                                                                    court
                                                                                                                                    (including,
                                                                                                                                    without
                                                                                                                                    limitation,
                                                                                                                                    costs,
                                                                                                                                    expenses
                                                                                                                                    and
                                                                                                                                    fees
                                                                                                                                    on
                                                                                                                                    any
                                                                                                                                    appeal).
                                                                                                                                    The
                                                                                                                                    prevailing
                                                                                                                                    party
                                                                                                                                    shall
                                                                                                                                    be
                                                                                                                                    the
                                                                                                                                    party
                                                                                                                                    entitled
                                                                                                                                    to
                                                                                                                                    recover
                                                                                                                                    its
                                                                                                                                    costs
                                                                                                                                    of
                                                                                                                                    suit,
                                                                                                                                    regardless
                                                                                                                                    of
                                                                                                                                    whether
                                                                                                                                    such
                                                                                                                                    suit
                                                                                                                                    proceeds
                                                                                                                                    to
                                                                                                                                    final
                                                                                                                                    judgment.
                                                                                                                                    A
                                                                                                                                    party
                                                                                                                                    not
                                                                                                                                    entitled
                                                                                                                                    to
                                                                                                                                    recover
                                                                                                                                    its
                                                                                                                                    costs
                                                                                                                                    shall
                                                                                                                                    not
                                                                                                                                    be
                                                                                                                                    entitled
                                                                                                                                    to
                                                                                                                                    recover
                                                                                                                                    attorney
                                                                                                                                    fees.
                                                                                                                                    No
                                                                                                                                    sum
                                                                                                                                    for
                                                                                                                                    attorney
                                                                                                                                    fees
                                                                                                                                    shall
                                                                                                                                    be
                                                                                                                                    counted
                                                                                                                                    in
                                                                                                                                    calculating
                                                                                                                                    the
                                                                                                                                    amount
                                                                                                                                    of
                                                                                                                                    a
                                                                                                                                    judgment
                                                                                                                                    for
                                                                                                                                    purposes
                                                                                                                                    of
                                                                                                                                    determining
                                                                                                                                    if
                                                                                                                                    a
                                                                                                                                    party
                                                                                                                                    is
                                                                                                                                    entitled
                                                                                                                                    to
                                                                                                                                    recover
                                                                                                                                    costs
                                                                                                                                    or
                                                                                                                                    attorney
                                                                                                                                    fees.



		11.8.	Entire
                                                                                                           Agreement.
                                                                                                           This Agreement, the
                                                                                                           exhibits hereto, the
                                                                                                           documents referenced
                                                                                                           herein and the exhibits
                                                                                                           thereto, constitute
                                                                                                           the entire understanding
                                                                                                           and agreement of the
                                                                                                           parties hereto with
                                                                                                           respect to the subject
                                                                                                           matter hereof and thereof
                                                                                                           and supersede all prior
                                                                                                           and contemporaneous
                                                                                                           agreements or understandings,
                                                                                                           inducements or conditions,
                                                                                                           express or implied,
                                                                                                           written or oral, between
                                                                                                           the parties with respect
                                                                                                           hereto and thereto.
                                                                                                           The express terms hereof
                                                                                                           





    	26



    	 



    

control and supersede any course
of performance or usage of the trade inconsistent with any of the terms hereof.


		11.9.	Severability.
                                                                                                           Should any one or more
                                                                                                           of the provisions of
                                                                                                           this Agreement or of
                                                                                                           any agreement entered
                                                                                                           into pursuant to this
                                                                                                           Agreement be determined
                                                                                                           to be illegal or unenforceable,
                                                                                                           all other provisions
                                                                                                           of this Agreement and
                                                                                                           of each other agreement
                                                                                                           entered into pursuant
                                                                                                           to this Agreement,
                                                                                                           shall be given effect
                                                                                                           separately from the
                                                                                                           provision or provisions
                                                                                                           determined to be illegal
                                                                                                           or unenforceable and
                                                                                                           shall not be affected
                                                                                                           thereby. The parties
                                                                                                           further agree to replace
                                                                                                           such void or unenforceable
                                                                                                           provision of this Agreement
                                                                                                           with a valid and enforceable
                                                                                                           provision which will
                                                                                                           achieve, to the extent
                                                                                                           possible, the economic,
                                                                                                           business and other
                                                                                                           purposes of the void
                                                                                                           or unenforceable provision.



		11.10.	Successors
                                                                                                            and Assigns; Assignment.
                                                                                                            The terms and conditions
                                                                                                            of this Agreement
                                                                                                            shall inure to the
                                                                                                            benefit of and be
                                                                                                            binding upon and be
                                                                                                            enforceable by the
                                                                                                            successors and assigns
                                                                                                            of the parties hereto,
                                                                                                            including the holder(s)
                                                                                                            from time-to-time
                                                                                                            of any of the Series
                                                                                                            H Stock. This Agreement
                                                                                                            is intended for the
                                                                                                            benefit of the parties
                                                                                                            hereto and their respective
                                                                                                            permitted successors
                                                                                                            and assigns, and is
                                                                                                            not for the benefit
                                                                                                            of, nor may any provision
                                                                                                            hereof be enforced
                                                                                                            by, any other Person.
                                                                                                            Notwithstanding anything
                                                                                                            in this Agreement
                                                                                                            to the contrary, the
                                                                                                            Investors may assign
                                                                                                            this Agreement, and
                                                                                                            all or any of their
                                                                                                            rights or obligations
                                                                                                            hereunder, to any
                                                                                                            person or entity without
                                                                                                            the consent of the
                                                                                                            Company. The Company
                                                                                                            may not assign this
                                                                                                            Agreement, or any
                                                                                                            of its rights or obligations
                                                                                                            hereunder, without
                                                                                                            the prior consent
                                                                                                            of the Investors,
                                                                                                            which consent may
                                                                                                            be given or withheld
                                                                                                            in the Investors’
                                                                                                            sole and absolute
                                                                                                            discretion.



		11.11.	Governing
                                                                                                            Law.
                                                                                                            The validity, terms,
                                                                                                            performance and enforcement
                                                                                                            of this Agreement
                                                                                                            shall be governed
                                                                                                            and construed by the
                                                                                                            provisions hereof
                                                                                                            and in accordance
                                                                                                            with the laws of the
                                                                                                            State of Delaware
                                                                                                            applicable to agreements
                                                                                                            that are negotiated,
                                                                                                            executed, delivered
                                                                                                            and performed solely
                                                                                                            in the State of Delaware.
                                                                                                            



		11.12.	Counterparts.
                                                                                                            This Agreement may
                                                                                                            be executed concurrently
                                                                                                            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.



		11.13.	Publicity.
                                                                                                            The
                                                                                                            Company and the Investors
                                                                                                            shall have the right
                                                                                                            to approve, before
                                                                                                            issuance any press
                                                                                                            release or any other
                                                                                                            public statement with
                                                                                                            respect to the transactions
                                                                                                            contemplated hereby
                                                                                                            made by any party;
                                                                                                            provided, however,
                                                                                                            that the Company shall
                                                                                                            be entitled, without
                                                                                                            the prior approval
                                                                                                            of the Investors,
                                                                                                            to issue any press
                                                                                                            release or other public
                                                                                                            disclosure with respect
                                                                                                            to such transactions
                                                                                                            required under applicable
                                                                                                            securities or other
                                                                                                            laws or regulations
                                                                                                            (the Company shall
                                                                                                            use its best efforts
                                                                                                            to consult the Investors
                                                                                                            in connection with
                                                                                                            any such press release
                                                                                                            or other public disclosure
                                                                                                            prior to its release
                                                                                                            and Investors shall
                                                                                                            be provided with a
                                                                                                            copy thereof upon
                                                                                                            release thereof).



		11.14.	Further
                                                                                                            Assurances.
                                                                                                            Each
                                                                                                            party shall do and
                                                                                                            perform, or cause
                                                                                                            to be done and performed,
                                                                                                            all such further acts
                                                                                                            and things, and shall
                                                                                                            execute and deliver
                                                                                                            all such other agreements,
                                                                                                            certificates, instruments
                                                                                                            and documents, as
                                                                                                            the other party may
                                                                                                            reasonably request
                                                                                                            in order to carry
                                                                                                            out the intent and
                                                                                                            accomplish the purposes
                                                                                                            of this Agreement
                                                                                                            and the consummation
                                                                                                            of the transactions
                                                                                                            contemplated hereby.





    	27



    	 



    

 


		11.15.	No
                                                                                                            Strict Construction.
                                                                                                            The
                                                                                                            language used in this
                                                                                                            Agreement will be
                                                                                                            deemed to be the language
                                                                                                            chosen by the parties
                                                                                                            to express their mutual
                                                                                                            intent, and no rules
                                                                                                            of strict construction
                                                                                                            will be applied against
                                                                                                            any party.



		11.16.	Headings.
                                                                                                            The
                                                                                                            headings of this Agreement
                                                                                                            are for convenience
                                                                                                            of reference and shall
                                                                                                            not form part of,
                                                                                                            or affect the interpretation
                                                                                                            of, this Agreement.



		11.17.	Disputes
                                                                                                            Under the Agreement.
                                                                                                            All disputes
                                                                                                            arising under this
                                                                                                            Agreement shall be
                                                                                                            governed by and interpreted
                                                                                                            in accordance with
                                                                                                            the laws of the Commonwealth
                                                                                                            of Massachusetts,
                                                                                                            without regard to
                                                                                                            principles of conflict
                                                                                                            of laws. The parties
                                                                                                            to this Agreement
                                                                                                            shall submit all disputes
                                                                                                            arising under this
                                                                                                            Agreement to arbitration
                                                                                                            in Boston, Massachusetts
                                                                                                            before a single arbitrator
                                                                                                            of the American Arbitration
                                                                                                            Association (the “AAA”).
                                                                                                            The arbitrator shall
                                                                                                            be selected by application
                                                                                                            of the rules of the
                                                                                                            AAA, or by mutual
                                                                                                            agreement of the parties,
                                                                                                            except that such arbitrator
                                                                                                            shall be an attorney
                                                                                                            admitted to practice
                                                                                                            law in the Commonwealth
                                                                                                            of Massachusetts.
                                                                                                            No party hereto will
                                                                                                            challenge the jurisdiction
                                                                                                            or venue provisions
                                                                                                            as provided in this
                                                                                                            section. Nothing in
                                                                                                            this section shall
                                                                                                            limit the Holder's
                                                                                                            right to obtain an
                                                                                                            injunction for a breach
                                                                                                            of this Debenture
                                                                                                            from a court of law.
                                                                                                            Any injunction obtained
                                                                                                            shall remain in full
                                                                                                            force and effect until
                                                                                                            the arbitrator, as
                                                                                                            set forth in herein,
                                                                                                            fully adjudicates
                                                                                                            the dispute.






[Signature page follows]




    	28



    	 



    

IN
WITNESS WHEREOF, the parties hereto have caused this Series H Convertible Preferred Stock Purchase Agreement to be
executed by their respective officers thereunto duly authorized as of the day and year first above written.


	
         

         

         
	 	THE COMPANY:

         

        NATUREWELL INCORPORATED.

	 	 	
         

        By:____________________________

        Name: Themistocles Psomiadis

        Its: Chief Executive Officer



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	29