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SECURITIES
PURCHASE AGREEMENT





This SECURITIES PURCHASE AGREEMENT
("Agreement")
is made and entered into as of May __ 2008 (“Effective Date”) by
and between DIGITALPOST
INTERACTIVE, INC., a Nevada corporation ("Company") and the purchasers
whose names and addresses are set
forth on the signature pages hereto("Purchasers").





WHEREAS, the Company and each Purchaser
are executing and delivering this Agreement in reliance upon the exemption from
securities registration afforded by Section 4(2) of the Securities Act of 1933,
as amended (the "1933
Act"), and Rule 506 of Regulation D ("Regulation D")
as promulgated by the United States Securities and Exchange Commission (the
"SEC") under
the 1933 Act.





WHEREAS, each Purchaser wishes to
purchase, and the Company wishes to sell, upon the terms and conditions stated
in this Agreement, (x) that aggregate principal amount of the 12% Secured
Promissory Notes in the form attached hereto as Exhibit A (“Notes”) in the amount
as set forth on the signature page hereof (which aggregate amount for all
Purchasers shall be $_______ (“Aggregate Principal Amount
of Notes”) and (y) warrants, in the form attached hereto as Exhibit B (the “Warrants”) to acquire
up to that number of additional shares of common stock of the Company (“Common Stock”) set
forth on the signature page hereof (as exercised, the “Warrant Shares”). The
number of Warrant Shares purchased shall equal the 50% of  the dollar
amount invested divided by the closing price per share on the date of
close.  The Warrants are exercisable for a term of five (5) years at
an exercise price of the closing price per share on the date of close by cash or
cashless exercise at the holder’s discretion.





WHEREAS, the Notes, Warrants and
Warrant Shares are collectively referred to herein as the “Securities”.





NOW, THEREFORE, in consideration of
the foregoing recitals and the representations, warranties, covenants and
agreements set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:





1.   PURCHASE
AND SALE OF NOTES AND WARRANTS; CLOSINGS.





(a)
Notes and
Warrants.Subject to the
satisfaction (or waiver) of the conditions set forth herein, the Company shall
issue and sell to each Purchaser, and each Purchaser severally, but not jointly,
agrees to purchase from the Company (x) the principal amount of Notes
(“Purchase
Price”) as set for on the signature page hereof and (y) Warrants to
acquire up to that number of Warrant Shares as set forth on signature page
hereof.





(b)  Purchase and Sale of
Note. Upon delivery of the signed Agreement, Notes and Warrants,
Purchasers shall deliver, via wire transfer or check, the Purchase Price to the
Company.





(c)                                         Pledged
Shares.  The parties agree that the Company will place shares
of Common Stock equal to 50% of the Purchase Price based on the closing piece of
DGLP.OB on the relevant closing date (“Pledged Shares”)
prior to each Closing into escrow with Scott D. Olson, Esq. according to the
terms of the Pledge and Escrow Agreement attached hereto as Exhibit C with
conditions of the release of such shares, all or partial, to be according to the
terms of the event of default section of the Note.





(d)  Closing.  The
initial closing (“Initial Closing”) of
the purchase and sale of the Notes and Warrants shall take place at the offices
of the Company, or by electronic means.  Subsequent closings (“Subsequent Closings”,
collectively with the Initial Closing, the “Closings”) will be
held from time to


1


time
until the offering is terminated on June 30, 2008 or at a later date as approved
by the Company’s Board of Directors (“Termination
Date”).








2.   CONVERSION
OF NOTE.  The principal and interest amount owed under the Note may be
converted into common stock of the Company at any time in the discretion of the
Purchaser.  The conversion price will be a 25% discount to the closing
price of DGLP on the applicable closing date with a minimum conversion price of
$0.14 cents per share.





3.   REPRESENTATIONS
AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to the
Purchaser, as of the date hereof:





(a)  Organization, Good Standing
and Qualification. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada and has all
corporate power and authority required to (i) carry on its business as currently
conducted and as proposed to be conducted by the Company in its  SEC
Documents (as defined in Section 3(d)hereof) and (ii) enter into this Agreement,
the Pledge and Escrow Agreement, the Note, the Warrant and any other documents
required to effectuate the transactions contemplated herein (collectively, the
“Transaction Documents”) and consummate the transactions contemplated hereby and
thereby. Each of the Company and its subsidiaries is qualified to do business
and is in good standing in each jurisdiction in which the failure to so qualify
would have a Material Adverse Effect on the Company. As used in this Agreement,
"Material Adverse Effect" means a material adverse effect on, or a material
adverse change in, or a series of events which, in the aggregate, has a material
adverse effect on or change in, the business, financial condition, results of
operations, assets or liabilities of the applicable party and its subsidiaries,
taken as a whole.





(b)  Capitalization. As of
May 1, 2008, the authorized capital stock of the Company consisted of: (i)
480,000,000 shares of Common Stock, $.001 par value per share, of which
approximately 58.3 million shares are issued and outstanding and (ii) 20,000,000
authorized shares of preferred stock, $.001 value per share, of which none are
issued and outstanding. No securities of the Company are entitled to preemptive
or similar rights, nor is any holder of securities of the Company entitled to
preemptive or similar rights arising out of any agreement or understanding with
the Company or any subsidiary by virtue of Transaction Documents (hereinafter
defined). Except as disclosed in the Company’s SEC Documents (hereinafter
defined), there are no outstanding options, warrants, script rights to subscribe
to, calls or commitments of any character whatsoever relating to, or securities,
except as a result of the purchase and sale of the Securities, or rights or
obligations convertible into or exchangeable for, or giving any Person (as
defined below) any right to subscribe for or acquire, any shares of Common
Stock, or contracts, commitments, understandings, or arrangements by which the
Company is or may become bound to issue additional shares of Common Stock, or
securities or rights convertible or exchangeable into shares of Common
Stock.  For purposes hereof, Person shall mean and include an
individual, a company, a joint venture, a corporation (including any non-profit
corporation), an estate, an association, a trust, a general or limited
partnership, a limited liability company, a limited liability partnership, an
unincorporated organization and a government or other department or agency
thereof. All of such shares of capital stock have been duly authorized for
issuance, and all of such shares which are issued and outstanding have been
validly issued and are fully paid, non-assessable and free of any liens or
encumbrances other than any liens or encumbrances created by or imposed upon the
Purchasers thereof.





(c)  Due Authorization.
All corporate action on the part of the Company necessary for the authorization,
execution and delivery of, and the performance of all obligations of the Company
under, the Transaction Documents has been taken, and the performance of all
obligations of the Company hereunder and thereunder and the authorization,
issuance (or reservation for issuance), and delivery of the Note and the Warrant
being sold hereunder, has been taken or will be taken prior to Closing, and
the


2


Transaction
Documents constitute valid and legally binding obligations of the Company,
enforceable against the Company in accordance with their terms, except (i) as
may be limited by (A) applicable bankruptcy, insolvency, reorganization or
others laws of general application relating to or affecting the enforcement of
creditors' rights generally and (B) the effects of rules of law governing the
availability of equitable remedies and (ii) as rights to indemnity or
contribution may be limited under federal or state securities laws or by
principles of public policy thereunder.





(d)  SEC Reports; Financial
Statements. The Company has previously furnished or made available to the
Purchasers its reports as filed with the Securities and Exchange Commission (the
"SEC") since
December 31, 2006, in each case, as amended through the date hereof
(collectively, the "SEC Documents").
During the two (2) years prior to the date hereof, the Company has timely filed
all reports, schedules, forms, statements and other documents required to be
filed by it with the SEC pursuant to the reporting requirements of the
Securities Act of 1933 and the Securities Exchange Act of 1934, as amended
(“1934 Act”)
(all of the foregoing filed prior to the date hereof and all exhibits included
therein and financial statements, notes and schedules thereto and documents
incorporated by reference therein being hereinafter referred to as the "SEC
Documents"), or has received a valid extension of such time of filing and has
filed all SEC Documents prior to the expiration of any such
extension.  The Company has delivered to the Purchasers or their
respective representatives true, correct and complete copies of the SEC
Documents not available on the EDGAR system.  As of their respective
filing dates, the SEC Documents complied in all material respects with the
requirements of the 1934 Act and the rules and regulations of the SEC
promulgated thereunder applicable to the SEC Documents, and none of the SEC
Documents, at the time they were filed with the SEC, contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading.  As of their respective filing dates, the financial
statements of the Company included in the SEC Documents complied as to form in
all material respects with applicable accounting requirements and the published
rules and regulations of the SEC 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 Purchasers which is not included in the SEC 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
circumstance under which they are or were made not misleading.





(e)  Valid Issuance of Notes and
Warrants.  The Notes, the Warrants and, upon exercise of the
Warrants, the Warrant Shares, being purchased by the Purchaser hereunder, when
issued, sold, and delivered in accordance with the terms hereof for the
consideration provided for herein, will be duly and validly issued, and, based
in part upon the representations of the Purchasers in this Agreement, will be
issued in compliance with all applicable federal and state securities
laws.





(f)  Non-Contravention.
The execution, delivery and performance by the Company of the Transaction
Documents, and the consummation by the Company of the transactions contemplated
hereby and thereby, do not: (i) contravene or conflict with the Company's
Certificate of Incorporation, as amended (the "Certificate"), or the Company's
By-Laws; (ii) constitute a violation of any provision of any federal, state,
local or foreign law or rule, regulation or requirement binding upon or
applicable to the Company or any of its subsidiaries; (iii) constitute a
violation of any rule, regulation or requirement of the Financial Industry
Regulatory Authority ("FINRA"), formerly the NASD; or (iv) constitute a default
or require any consent under, give rise to any right of termination,
cancellation or acceleration of, or to a loss


3


of any
benefit to which the Company or any of its subsidiaries is entitled under, or
result in the creation or imposition of any lien, claim or encumbrance on any
assets of the Company or any such subsidiary under, any contract to which the
Company or such subsidiary is a party or any permit, license or similar right
relating to the Company or such subsidiary or by which the Company or such
subsidiary may be bound or affected, except any such default, consent, right of
termination, cancellation or acceleration, loss or lien, claim or encumbrance
which, individually or in the aggregate, would not have a Material Adverse
Effect on the Company.





(g)  Litigation.  There
is no action, suit, proceeding, claim, arbitration or investigation (each, an
"Action")
pending or, to the Company's knowledge, threatened: (i) against the Company or
any of its subsidiaries, or any officer, director or employee of the Company or
any of its subsidiaries in connection with such officer's, director's or
employee's relationship with, or actions taken on behalf of, the Company or such
subsidiary; or (ii) against the Company or any of its subsidiaries, or any
officer, director or employee of the Company or any of its
subsidiaries.





(h)  Registration Rights.
With the exception of piggy-back registration rights as provided in the Warrants
and as may be provided upon conversion of the Notes, the Company has not granted
or agreed to grant to Purchasers any rights to have any securities of the
Company registered with the SEC or registered or qualified with any other
governmental authority.





(i)  Brokers and Finders.
The Company has incurred the following brokerage agents' commissions in
connection with this Agreement: _______________, an exclusive investment bankers
agreement entered into with the Company in April 10, 2008, for 90 days. The
Company has not incurred any other broker’s or finder’s fees in connection with
this Agreement or the transactions contemplated hereby.





(j)  Compliance with Other
Instruments.  The Company is not in violation or default of any
provisions of its Articles of Incorporation or Bylaws or, of any instrument,
judgment, order, writ, decree, mortgage, indenture, lease, license or contract
to which it is a party or by which it is bound or, any provision of federal,
state, or local statute, rule, or regulation applicable to the Company, except
as would not reasonably be expected, singly or in the aggregate, to have a
Material Adverse Effect.  The execution, delivery, and performance of
the Transaction Documents and the consummation of the transactions contemplated
thereby will not result in any such violation or be in conflict with or
constitute, with or without the passage of time and giving of notice, either a
default under any such provision, instrument, judgment, order, writ, decree or
contract, or an event which results in the creation of any lien, charge, or
encumbrance upon any assets of the Company or the suspension, revocation,
impairment, forfeiture, or nonrenewal of any material permit, license,
authorization, or approval applicable to the Company, its business or
operations, or any of its assets or properties, except as would not reasonably
be expected, singly or in the aggregate, to have a Material Adverse
Effect.





(k)  Tax Returns, Payments, and
Elections.  The Company has timely filed all tax returns and
reports as required by law, and all such returns and reports are true and
correct in all material respects.  The Company has paid all taxes and
other assessments due, if any.  The provision for taxes of the Company
as shown in the financial statements is adequate for taxes due or accrued as of
the date thereof. The Company has not elected pursuant to the Internal Revenue
Code of 1986, as amended (“Code”), to be treated
as a Subchapter S corporation or a collapsible corporation pursuant to
Section 341(f) or Section 1362(a) of the Code.





(l)  Disclosure.  The
Transaction Documents and any other statements or certificates made or delivered
in connection herewith or therewith not contain any untrue statement of a
material fact or omits to state a material fact necessary to make the statements
herein or therein not misleading


4





(m)SECor FINRA Inquiries and SEC
Comment Letters.  Neither the
Company nor any of its past or present officers or directors is, or has ever
been, the subject of any formal or informal inquiry or investigation by the SEC
or FINRA.The Company has
received standard comment letters from the SEC on its filings, which may all be
found on Edgar, and has responded and cleared all comments to the SEC’s
satisfaction.





(n)Questionable
Payments.Neither the Company, any subsidiary, nor any employee,
agent or representative of the Company or subsidiary has, directly or
indirectly, made any bribes, kickbacks, illegal payments or illegal political
contributions using Company funds or made any payments from the Company’ or any
subsidiary’s funds to governmental officials for improper purposes or made any
illegal payments from the Company’ or any subsidiary’s funds to obtain or retain
business.





(o)Listing and Maintenance
Requirements.  The Company’s
common stock is currently quoted on the OTC Bulletin Board and the Company has
not, in the 12 months preceding the date hereof, received any notice from the
OTC Bulletin Board or FINRA or any trading market on which the Company’s common
stock is or has been listed or quoted to the effect that the Company is not in
compliance with the quoting, listing or maintenance requirements of the OTCBB or
such other trading market.  The Company is, and has no reason to
believe that it will not, in the foreseeable future continue to be, in
compliance with all such quoting, listing and maintenance
requirements.





4.   REPRESENTATIONS
AND WARRANTIES OF THE PURCHASERS. Each Purchaser, severally and not jointly with
the other Purchasers, hereby represents and warrants to the Company, as of the
date hereof, that:





(a)  Purchase for Own
Account. The Securities will be acquired for investment for the
Purchaser's own account, not as a nominee or agent, and not with a view to the
public resale or distribution thereof within the meaning of the 1933 Act, and
the Purchaser has no present intention of selling, granting any participation in
or otherwise distributing the same. The Purchaser has not been formed for the
specific purpose of acquiring the Securities.





(b)
Investment
Experience. The Purchaser understands that the acquisition of the
Securities involves substantial risk. The Purchaser has experience as an
investor in securities of companies and acknowledges that it is able to fend for
itself, can bear the economic risk of its investment and has such knowledge and
experience in financial or business matters that it is capable of evaluating the
merits and risks of its investment and protecting its own interests in
connection with this investment.





(c)  Accredited Investor
Status. The Purchaser is an "accredited investor" within the meaning of
Regulation D and has suitably answered the Investor Questionnaire attached as
Schedule 1
hereto.





(d)  Restricted
Securities. The Purchaser understands that (i) the Securities are
characterized as "restricted securities" under the Securities Act, inasmuch as
they are being acquired from the Company in a transaction not involving a public
offering and (ii) under the Securities Act and applicable rules and regulations
thereunder, such securities may be resold without registration under the 1933
Act only in certain limited circumstances. The Purchaser is familiar with Rule
144 under the 1933 Act, as presently in effect, and understands the resale
limitations imposed thereby and by the 1933 Act.





5.           CONDITIONS
OF THE PURCHASER’S OBLIGATIONS AT CLOSING.  The obligations of the
each Purchaser under Section 1 of this Agreement is subject to the fulfillment
on or before Closing of each of the following conditions:


5


(a) Representations and
Warranties.  The representations and warranties of the Company
contained in Section 3 hereof shall be true and correct on and as of a
Closing with the same effect as though such representations and warranties had
been made on and as of the date of such Closing.





(b) Performance.  The
Company shall have performed and complied with all agreements, obligations, and
conditions contained in this Agreement that are required to be performed or
complied with by it on or before a Closing.





(c) Compliance
Certificate.  At each Closing, the President or Chief Executive
Officer of the Company shall deliver to Purchaser a certificate in the form
attached hereto as Exhibit D certifying
that the conditions specified in Sections 5(a)and 5(b)have been
fulfilled.





(d) Proceedings and
Documents.  All corporate and other proceedings in connection
with the transactions contemplated at the Closing and all documents incident
thereto shall be reasonably satisfactory in form and substance to the Purchasers
and their respective counsel, and they shall have received all such counterpart
original and certified or other copies of such documents as they may reasonably
request.





(e) Delivery of Note and
Warrant.The Company shall have fully
executed and delivered the Transaction Documents.





(f) Delivery of Pledged Shares
into Escrow.  The Pledged Shares shall have been delivered into
escrow pursuant to the Pledge and Escrow Agreement.





(g) Payment of Purchase
Price.  The Purchaser shall deliver the purchase price
specified in Section 1 via wire transfer.





7.           POST
CLOSING OBLIGATIONS OF THE PARTIES.





(a)           Blue Sky Filings. The
Company shall prepare and file a Form D with the SEC within 15 days of each
Closing and shall prepare and file any required state blue sky filings as
required by applicable law.





8.           INDEMNIFICATION.  The
Company agrees to indemnify and hold harmless each Purchaser and any of
each Purchaser’s general partners, employees, officers, directors, members,
agents and other representatives (collectively, the “Indemnitees”), against any
investigations, proceedings, claims or actions and for any expenses, damages,
liabilities or losses (joint or several) arising out of such investigations,
proceedings, claims or actions, to which the Indemnitees may become subject,
whether under the act or any rules or regulations promulgated thereunder, the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any rules or
regulations promulgated thereunder, or any state law or regulation, or common
law, arising out of, related to or in any way attributable to the Indemnitee’s
investment in the Company, including, but not limited to, investigations,
proceedings, claims or actions and any expenses, losses, damages or liabilities
(or actions in respect thereof) that arise out of or are based upon any breach
of any representation, warranty, agreement, obligation or covenant of the
Company contained herein.  The Company also agrees to reimburse the
Indemnitees for any legal or other expenses reasonably incurred in connection
with investigating or defending any such investigations, proceedings, claims or
actions, as such expenses or other costs are incurred.





9.   MISCELLANEOUS.


6


(a)  Legends. Unless
registered with the SEC, any certificates for the Securities will bear a legend
in substantially the following form:





“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"), AND ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AS
SET FORTH IN THIS CERTIFICATE.  THE SECURITIES REPRESENTED HEREBY MAY
NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR AN OPINION OF COUNSEL,
REASONABLY ACCEPTABLE TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT THE
PROPOSED SALE, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT REGISTRATION
UNDER THE ACT.”





In
addition, the Purchaser agrees that the Company may place stop transfer orders
with its transfer agent with respect to such certificates. The legend set forth
above shall be removed by the Company from any certificate evidencing the
Securities  upon delivery to the Company of an opinion by counsel,
reasonably satisfactory to the Company, that a registration statement under the
1933 Act is at that time in effect with respect to the legended security or that
such security can be freely transferred in a public sale without such a
registration statement being in effect and that such transfer will not
jeopardize the exemption or exemptions from registration pursuant to which the
Company issued the Securities.





(b) Independent Tax and Legal
Advice. With respect to the preparation of this Agreement and the rights
and obligations herein, each of the parties to this Agreement acknowledges and
agrees that Scott D. Olson, Esq. has acted as counsel only to the Company, that
all other parties to this Agreement acknowledge and confirm that they have been
advised to seek, and have sought or have otherwise waived, independent tax and
legal advice with respect to this Agreement and the documents delivered pursuant
thereto and that Scott D. Olson, Esq. is not protecting the rights and interests
of any other party to this Agreement.





(c)
Governing Law;
Jurisdiction. This Agreement shall be governed by and construed under the
internal laws of the State of California, without reference to principles of
conflict of laws or choice of laws. The Federal and state courts located in
Orange County, California will have exclusive jurisdiction over any disputes
relating hereto.





(d)
Counterparts;
Facsimile Signatures. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. This Agreement may be
executed by delivery of executed signature pages by fax or email transmission
and such execution will be effective for all purposes.





(e)
Amendments and
Waivers. This Agreement may be amended and the observance of any term of
this Agreement may be waived (either generally or in a particular instance and
either retroactively or prospectively) only with the written consent of the
Company and all the Purchasers.





(f)
Severability.
If any provision of this Agreement is held to be unenforceable under applicable
law, such provision shall be excluded from this Agreement and the balance of the
Agreement shall be interpreted as if such provision were so excluded and shall
be enforceable in accordance with its terms.





(g)
Entire
Agreement. This Agreement, together with all exhibits constitutes the
entire agreement and understanding of the parties with respect to the subject
matter hereof and supersedes any and all prior negotiations, correspondence,
agreements, understandings, duties or obligations between the parties with
respect to the subject matter hereof.


7








IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
and year first above written.





DIGITALPOST
INTERACTIVE, INC.











_________________________


Michael
Sawtell


Chief
Executive Officer








8


SIGNATURE
PAGE TO SECURITIES PURCHASE AGREEMENT








PURCHASER











_________________________


Name:





Social
Security No./Tax ID No.: _________________________





Address:
______________________________________________________________________





Fax No.
______________________________





Aggregate
Amount of Note Purchased: $______________________





Aggregate
Number of Warrant Shares: _______________________


































































































9


SCHEDULE
1





INVESTOR
QUESTIONNAIRE





By
execution below, the undersigned acknowledges that the Company is relying upon
the accuracy and completeness of the representations contained herein in
complying with its obligations under applicable laws.





1.
            The
      undersigned acknowledges and represents as
  follows:





(a)
            That
      the undersigned alone or with the assistance of the undersigned's own
      professional advisor who is unaffiliated with and who is not compensated
      by the Company or any of their affiliates has such knowledge and
      experience in financial and business matters that the undersigned is
      capable of evaluating the merits and risks of an investment in the
      Company, has the capacity to protect the undersigned's own interests in
      connection with an investment in the Company and has the net worth to
      undertake such risks such that the undersigned could be reasonably assumed
      to have the capacity to protect his own interests in connection with such
      investment;





(b)
            That
      the undersigned has been given full and complete access to all information
      regarding the Company.  The undersigned has utilized such access
      to the undersigned's satisfaction for the purpose of obtaining such
      information regarding the Company as the undersigned has reasonably
      requested; and, particularly, the undersigned has been given reasonable
      opportunity to ask questions of, and receive answers from, representatives
      of the Company concerning the terms and conditions of this investment and
      to obtain any additional information, to the extent reasonably
      available.  The Company has requested that the undersigned seek
      advice from its own legal counsel, accountant or investment advisor on the
      risks associated with the
investment;





(c)
            That
      the undersigned recognizes that the Company has limited operating
      histories that include operating losses and are dependent on their ability
      to raise new capital and that an investment involves a high degree of risk
      that could result in a complete loss of the investment, including, but not
      limited to, the risk of economic losses from operations of the Company;
      and





(d)
            That
      the undersigned realizes that (i) this is a long-term investment; (ii) the
      undersigned must bear the economic risk of investment for an indefinite
      period of time because the shares underlying the investment have not been
      registered under the Securities Act of 1933 ("1933 Act") or under the
      securities laws of any other jurisdiction and, therefore, cannot be resold
      unless they are subsequently registered under said laws or exemptions from
      such registrations are available; and (iii) that the transferability of
      any Securities is restricted and that a legend may be placed on any
      certificate representing the Securities substantially to the following
      effect:





THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").  THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH


10


SECURITIES,
OR AN OPINION OF THE ISSUER'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT
REQUIRED UNDER THE 1933 ACT.





2.
            The
      undersigned represents and warrants that the investment is being issued to
      the undersigned in the undersigned's name solely for the undersigned's own
      beneficial interest and not as nominee for, or on behalf of, or for the
      beneficial interest of, or with the intention to transfer to, any other
      person, trust or organization.  The undersigned further
      represents that the undersigned is acquiring these Securities for
      investment and not with a view towards resale or
    distribution.





3.
            The
      undersigned acknowledges that the issuance of any sSecurities in
      connection with this investment are subject to the Federal securities laws
      of the United States, and that, pursuant to the U.S. Federal securities
      laws and state securities laws, the Securities may be acquired only by
      persons who come within the definition of an “Accredited Investor” as that
      term is defined in Rule 501(a) of Regulation D promulgated under the 1933
      Act and no more than thirty-five (35) non-Accredited
      Investors.  Furthermore, if the undersigned
      is an accredited investor, the undersigned has acknowledged that it
      qualifies as an “Accredited Investor”by
      checking the appropriate category below:





FOR
INDIVIDUALS





Category
      I: ___
            The
      undersigned is an individual (not a partnership, corporation, etc.) whose
      individual net worth, or joint net worth with the undersigned's spouse,
      presently exceeds U.S. $1,000,000.





Explanation.  In
calculation of net worth the undersigned may include equity in personal property
and real estate, including the undersigned's principal residence, cash,
short-term investments, stocks and securities.  Equity in personal
property and real estate should be based on the fair market value of such
property less debt secured by such property.





Category
      II: ___
            The
      undersigned is an individual (not a partnership, corporation, etc.) who
      had an individual income in excess of U.S.$200,000 in 2006 and 2007, or
      joint income with the undersigned's spouse in excess of $300,000 in 2006
      and 2007, and has a reasonable expectation of reaching the same income
      level in 2008.





Category
      III: ___
            The
      undersigned otherwise meets the definition of "Accredited Investors" as
      defined in Section 230.501(a) of the
Act.




FOR
ENTITIES


___
            An
      entity in which all of the equity owners are Accredited
      Investors




___
            A
      corporation, partnership, business trust, limited liability company or
      Section 501 (c)(3) organization with total assets in excess of $5 million
      that was not formed for the specific purpose of investing
      herein.




___
            A
      trust with total assets in excess of $5 million, which is not formed for
      the specific purpose of investing herein, whose purpose is directed by a
      person who has such knowledge and experience in financial and business
      matters that he is capable of evaluating the merits and risks of this
      prospective investment.




11


___
            A
      broker-dealer registered pursuant to section 15 of the Securities Exchange
      Act of 1934. A bank or savings and loan association as defined in Section
      3(a) of the Securities Act of 1933, whether acting in its individual or
      fiduciary capacity.




___
            An
      insurance company as defined in section 2(13) of the Securities Act of
      1933.




___
            An
      investment company registered under the Investment Company Act of 1940 or
      a business development company as defined in section 2(a)(48) of that Act
      not formed for the specific purpose of investing
  herein.




___
            A
      plan established and maintained by a state, its political subdivisions or
      any agency or instrumentality of a state or its political subdivisions,
      for the benefit of its employees, if such plan has total assets in excess
      of $5 million.




___
            An
      employee benefit plan within the meaning of ERISA, provided, that the
      investment decision is made by a plan fiduciary, as defined in section
      3(21) of such Act, which is a bank, savings and loan association,
      insurance company or registered investment advisor, or that the employee
      benefit plan has total assets in excess of $5 million; or, if the plan is
      self-directed, with investment decisions made solely by persons that are
      Accredited Investors.





4.
            The
      undersigned, if other than an individual, makes the following additional
      representations:





(a)
            The
      undersigned was not organized for the specific purpose of acquiring the
      investment; and





(b)
            This
      Agreement have been duly authorized by all necessary action on the part of
      the undersigned, have been duly executed by an authorized representative
      of the undersigned, and are legal, valid and binding obligations of the
      undersigned enforceable in accordance with their respective
      terms.





Executed
this ____ day of May, 2008.





The
undersigned hereby represents he has read this entire Agreement.








____________________________


Signature


12




EXHIBIT
A





NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR (B) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE
COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD
PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.








SECURED PROMISSORY NOTE





DIGITALPOST INTERACTIVE,
INC.





12.0%
Secured Promissory Note





Issuance
      Date:  May __, 2008
            Original
      Principal Amount: U.S.
$_____________








This Secured Promissory Note (“Note”) is being
delivered pursuant to that certain Securities Purchase Agreement, dated as of
_______________, 2008, by and between the Purchaser and the Company (the "Agreement"). All
capitalized terms used but not otherwise defined herein shall have the meaning
ascribed to such terms in the Agreement.   This Note is one of
the series of Notes to purchase Common Stock issued pursuant to the
Agreement.





FOR VALUE RECEIVED, DigitalPost
Interactive, Inc. shall, pay to _____________________ or its registered assigns
("Purchaser")
the amount set out above as the Original Principal Amount (as reduced pursuant
to the terms hereof pursuant to conversion or otherwise, the "Principal") when due,
whether upon the Maturity Date (as defined below) or otherwise (in each case in
accordance with the terms hereof) and to pay interest at a rate of 12.0% per
annum ("Interest") on any
outstanding Principal at the Interest Rate as required by Section 1
hereof.  Interest shall be calculated on the basis of a 365-day year
and the actual number of days elapsed, to the extent permitted by applicable
law.





1.              MATURITY
DATE; CONVERSION.





(a)              Maturity
Date.  The maturity date of the Note is 240 days from the
Effective Date of the Agreement.





(b)              Conversion of
Note.  The principal and interest amount owed under the Note
may be converted into common stock of the Company at any time in the discretion
of the Purchaser.  The conversion price will be a 25% discount to the
closing price of DGLP on the applicable closing date with a minimum conversion
price of $0.14 cents per share.





2.   PAYMENT;
PREPAYMENT.





(a)  Payment.  Payment
of the Principal and Interest on the Maturity Date shall be made by certified or
bank cashier's check payable to the Purchaser, or by bank wire transfer, in
immediately available funds, to the account so specified, in lawful money of the
United States of America. If the


13


Maturity
Date occurs on a date that is not a Business Day then the Principal or Interest
then due shall be paid on the next succeeding Business Day. "BusinessDay" shall mean any
day other than Saturday, Sunday or any day upon which banks are authorized or
required to be closed in Los Angeles, California.





(b)  Prepayment.  The
Company may prepay this Note at any time, without premium or penalty, in whole
or in part, with accrued interest to the date of such payment on the amount
prepaid.





3.   DEFAULT
AND REMEDIES.





(a)  The
following events or conditions shall constitute an event of default hereunder
(each an "Event of Default"):





(i)   The
Company shall fail to pay the Principal and Interest (or any lesser amount due)
14 days subsequent to the Maturity Date;





(ii)   an
involuntary proceeding shall be commenced or an involuntary petition shall be
filed in a court of competent jurisdiction seeking (A) relief in respect of the
Company, or of a substantial part of the property or assets of the Company,
under Title 11 of the United States Code, as now constituted or hereafter
amended, or any successor to or replacement of such statute, or any other
Federal or state bankruptcy, insolvency, receivership or similar law, (B) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for the Company or for a substantial part of the properties or
assets of the Company or (C) the winding-up, liquidation or dissolution of the
Company; and such proceeding or petition shall continue undismissed for 90 days
or an order or decree approving or ordering any of the foregoing shall be
entered; or





(iii)  the
Company (A) voluntarily commences any proceeding or files any petition seeking
relief under Title 11 of the United States Code, as now constituted or hereafter
amended, or any successor to or replacement of such statute, or any other
Federal or state bankruptcy, insolvency, receivership or similar law, (B)
consents to, or fails to contest in a timely and appropriate manner, the
commencement against of any proceeding or the filing of any petition described
in clause (v) above, (C) applies for or consents to the appointment of a
receiver, trustee, custodian, sequestrator, conservator or similar official for
the Company or for a substantial part of the properties or assets of the
Company, (D) files an answer admitting the material allegations of a petition
filed against it in any such proceeding, (E) makes a general assignment for the
benefit of creditors, (F) becomes unable, admits in writing its inability or
fails generally to pay its debts as they become due or (G) takes any action for
the purpose of effecting any of the foregoing; or





(iv)  the suspension from
trading or failure of the Common Stock to be listed on the OTCBB for a period of
five (5) consecutive trading days or for more than an aggregate of ten (10)
trading days in any 365-day period.





In the
case of an Event of Default specified in this Section 3, the entire outstanding
Principal, together with all accrued and unpaid Interest, shall automatically
forthwith become due and payable without presentment, protest or notice of any
kind, all of which are hereby expressly waived by the Company.





(b)  Default Late
Fee.  If an Event of Default occurs, the Company shall pay a
late fee equal to 2.5% of the outstanding Principal and Interest due under the
Note (“Late
Fee”).  The aggregate of the Principal, Interest and Late Fee
are hereinafter referred to as the “Default Total
Payment”.





(c)  Default Pledged Share
Payment.  In the Event of Default, within three Business Days,
the Company will release out of escrow and issue to Purchaser as full and
satisfactory payment of all amounts


14


of
Principal and Interest due under the Note, the number of shares of common stock
of the Company equal in value to the Default Total Payment, based on the average
closing price of the Common Stock as reported on OTC Bulletin Board for the five
trading days prior to the date of default The Company has placed the Pledged
Shares of its Common Stock into escrow for this purpose according to the terms
of the Pledge and Escrow Agreement. In the Event of Default, should the Pledged
Shares be insufficient to cover the Default Total Payment, the Company shall pay
the difference, at the Company’s discretion, in cash or with additional shares,
valued as herein described.





4.   NOTICES.





All
notices, instructions and other communications given hereunder or in connection
herewith shall be in writing. Any such notice, instruction or communication
shall be sent to:





If to the
Company
to:                                         Digital
Post Interactive, Inc.


3240
El Camino Real, #230


Irvine,
CA 92602


Attention:
Chief Executive Officer


Facsimile:
(714) 824-3020





If
      to the Purchaser to:
            As
      written on signatory page of the
Agreement





5.   MISCELLANEOUS.





This
Note shall be construed and enforced in accordance with the laws of the State of
California, without regard to its conflicts of laws rules. The Company waives
presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance, default and enforcement
of this Note. The Company hereby irrevocably and unconditionally submits, for
itself and its property, to the exclusive jurisdiction of the courts of the
State of California and of the United States District Court for the Central
District of California, and any appellate court of such courts, in any action or
proceeding arising out of or relating to this Note, or for recognition or
enforcement of any judgment, and the Company hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such California court (or, to the
extent permitted by law, in such federal court). The Company agrees that a
final, unappealable judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Note shall affect any right
that the Purchaser may otherwise have to bring any action or proceeding relating
to this Note against the Company or its properties in the courts of any
jurisdiction.





If
any provision of this Note shall be held invalid or unenforceable by any court
of competent jurisdiction, that holding shall not invalidate or render
unenforceable any other provision hereof.





This
Note may not be changed, amended or modified except by agreement in writing
signed by the Company and all of the holders of Notes issued pursuant to the
Agreement.








IN
WITNESS WHEREOF, the Company has caused this Note to be signed on its behalf, in
its corporate name, by its duly authorized officer as an instrument under seal,
as of May___, 2008.





DIGITALPOST INTERACTIVE,
INC.








__________________________________


Michael
Sawtell


Chief
Executive Officer


15


EXHIBIT
B





DIGITALPOST
INTERACTIVE, INC.





COMMON
STOCK WARRANT





NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE
SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS
NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT.





Issued:
May__, 2008





Warrant
to Purchase ___________ Shares of Common Stock





Expiration
Date: May_______, 2013








DigitalPost
Interactive, Inc. ("Company"), hereby
certifies that, for value received, ______________________, Inc. (“Purchaser”) is
entitled, on the terms set forth below, to purchase from the Company at any time
until 5:00 p.m., PST, on the Expiration Date, _____________ fully paid and
nonassessable shares of the Common Stock of the Company, at an exercise price
per share of $0.50 ("Exercise
Price").  This Warrant is one of the series of Warrants to
purchase Common Stock issued pursuant to that certain Securities Purchase
Agreement, dated as of May __, 2008 (the "Subscription Date"),
by and among the Company and the purchasers referred to therein (the
"Agreement").





1.   VESTING;
EXERCISE OF WARRANT; TRANSFER OF WARRANT.





(a)  Vesting.  The
Warrant Shares are fully vested upon issuance.





(b)  Exercise of Warrant.
At any time prior to 5:00 p.m. on the Expiration Date, the Warrant may be
exercised by the Purchaser, in whole or in part, upon surrender of this Warrant
to the Company, together with an executed Notice of Exercise, substantially in
the form attached hereto as Exhibit 1, at the
Company's primary executive office, (i) with payment by check to the Company of
the amount obtained by multiplying the number of shares of Common Stock with
respect to which this Warrant is being exercised by the Exercise
Price





(c)  Partial Exercise.
Upon any partial exercise or conversion, the Company will issue to the Purchaser
a new Warrant for the number of Warrant Shares as to which this Warrant was not
exercised or converted on the same terms herein.





(d)  Fractional Shares. No
fractional shares of Common Stock shall be issued upon any exercise or
conversion of this Warrant. Instead of any fractional share which would
otherwise be issuable upon exercise or conversion, the Company shall pay a cash
amount in respect of each fractional share at a price equal to an amount
calculated by multiplying such fractional share (calculated to the nearest
1/100th of a


16


share) by
the OTC Bulletin Board (“OTCBB”) closing price
of a share of Common Stock on the date of exercise, as applicable, minus the
Exercise Price. Payment of such amount shall be made in cash or by check payable
to the order of the Purchaser at the time of delivery of any certificate or
certificates arising upon such exercise or conversion.





(e)  Taxes. The Company
will not be required to pay any tax imposed in connection with any transfer
involved in the issuance of a Warrant or a certificate for shares of Common
Stock in any name other than that of the Purchaser hereof, and in such case, the
Company will not be required to issue or deliver any stock certificate or
Warrant until such tax is paid.





(f)  Transfer of Warrant.
Transfer of this Warrant to a third party shall be effected by execution and
delivery of the Notice of Assignment attached hereto as Exhibit 2 and
surrender of this Warrant for registration of transfer of this Warrant at the
primary executive office of the Company, together with funds sufficient to pay
any applicable transfer tax. Upon receipt of the duly executed Notice of
Assignment and the necessary transfer tax funds, if any, the Company, at its
expense, shall execute and deliver, in the name of the designated transferee or
transferees, one or more new Warrants representing the right to purchase a like
aggregate number of shares of Common Stock.





2.   ANTIDILUTION
PROVISIONS.





(a)  Reorganization,
Reclassification or Recapitalization of the Company. In case of (i) a
capital reorganization, reclassification or recapitalization of the Common Stock
(other than in the cases referred to in Section 2(c) hereof), (ii) the Company's
consolidation or merger with or into another corporation in which the Company is
not the surviving entity, or a merger in which the Company is the surviving
entity but the shares of the Company's Common Stock outstanding immediately
prior to the merger are converted, by virtue of the merger, into other property,
whether in the form of securities, cash or otherwise, or (iii) the sale or
transfer of all or substantially all of the Company's assets, then, as part of
such reorganization, reclassification, recapitalization, merger, consolidation,
sale or transfer, lawful provision shall be made so that there shall thereafter
be deliverable upon the exercise of the Warrant or any portion thereof (in lieu
of or in addition to the number of shares of Common Stock theretofore
deliverable, as appropriate) and without payment of any additional
consideration, the number of shares of stock or other securities of property to
which the holder of the number of shares of Common Stock which would otherwise
have been deliverable upon the exercise of the Warrant or any portion thereof at
the time of such reorganization, reclassification, recapitalization,
consolidation, merger, sale or transfer would have been entitled to receive in
such reorganization, reclassification, recapitalization, consolidation, merger,
sale or transfer. This Section 2(a) shall apply to successive reorganizations,
reclassifications, recapitalizations, consolidations, mergers, sales and
transfers and to the stock or securities of any other corporation that are at
the time receivable upon the exercise of the Warrant or any portion thereof. If
the per share consideration payable to the Purchaser for Warrant Shares in
connection with any transaction described in this Section 2(a) is in a form
other than cash or marketable securities, then the value of such consideration
shall be determined in good faith by the Company’s board of
directors.





(b)  Splits and
Combinations. If the Company at any time or from time to time after the
date of the Agreement subdivides any of its outstanding shares of Common Stock
into a greater number of shares, the Exercise Price in effect immediately prior
to such subdivision shall be proportionately reduced, and, conversely, if the
outstanding shares of Common Stock are combined into a smaller number of shares,
the Exercise Price in effect immediately prior to such combination shall be
proportionately increased.





(c)  Reclassifications. If
the Company reclassifies or otherwise changes any of the Warrant Shares into the
same or a different number of securities of any other class or classes, the
Warrant Shares shall thereafter be convertible into such number and kind of
securities as would have been issuable as the result


17


of such
change with respect to the Warrant Shares immediately prior to such
reclassification or other change and the Exercise Price therefore shall be
appropriately adjusted.





(d)  Liquidation;
Dissolution. If the Company shall dissolve, liquidate or wind up its
affairs, the Purchaser shall have the right, but not the obligation, to exercise
the Warrant effective as of the date of such dissolution, liquidation or winding
up.





(e)  Adjustment
Certificates. Upon any adjustment of the Exercise Price or the number of
Warrant Shares issuable upon exercise, a certificate, signed by (i) the
Company's Chief Financial Officer or (ii) any independent firm of certified
public accountants of recognized national standing the Company selects at its
own expense, setting forth in reasonable detail the events requiring the
adjustment and the method by which such adjustment was calculated, shall be
mailed to the Purchaser at the address set forth in the Agreement and shall
specify the adjusted Exercise Price and the number of Warrant Shares issuable
after giving effect to the adjustment.





(f)  No Impairment. The
Company shall not, by amendment of its Certificate of Incorporation or through
any reorganization, recapitalization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms to be observed
or performed hereunder by the Company, but shall at all times in good faith
assist in the carrying out of all provisions of this Section 2 and in the taking
of all such action as may be necessary or appropriate in order to protect the
rights of the Purchaser against impairment.





(g) Application. Except
as otherwise provided herein, all subsections of this Section 2 are intended to
operate independently of one another. If an event occurs that requires the
application of more than one subsection, all applicable subsections shall be
given independent effect.





(h)
Notices of Record
Date. In case (a) the Company takes a record of the Purchasers of the
Common Stock for the purpose of entitling them to receive any dividend or other
distribution, or any right to subscribe for or purchase any shares of stock of
any class or any other securities; (b) of any capital reorganization of the
Company, any reclassification of the capital stock of the Company, any
consolidation or merger of the Company with or into another corporation, or any
conveyance of all or substantially all of the assets of the Company to another
corporation; or (c) of any voluntary dissolution, liquidation or winding-up of
the Company; then, in each such case, the Company will mail or cause to be
mailed to each Purchaser of a Warrant at the time outstanding a notice
specifying, as the case may be, (i) the date on which a record is to be taken
for the purpose of such dividend, distribution or right, and stating the amount
and character of such dividend, distribution or right, or (ii) the date on which
such reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up is to take place, and time, if any is to
be fixed, as of which the Purchasers of record of Common Stock (or such other
stock or securities at the time receivable upon the exercise or conversion of
the Warrant) will be entitled to exchange their shares of Common Stock (or such
other stock or securities) for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up, and, in the case of a reorganization,
consolidation, merger or conveyance, the fair market value of such securities or
other property as determined by the board of directors. Such notice shall be
mailed at least twenty days prior to the date specified therein.





3.  PIGGY-BACK
REGISTRATION RIGHTS.  If the Company shall file a registration
statement with the SEC (“Company
Registration”), except for a Company Registration on Form S-4 or S-8,
subsequent to the Effective Date of the Agreement, the Company shall include the
shares of Common Stock underlying the Warrant (“Registrable Warrant
Shares”).  The Company shall use its reasonable efforts to
cause all Registrable Warrant Shares attributable to the Purchaser to be
included in the Company Registration and any related offering, all to the extent
requisite to permit the sale by the Purchaser of such


18


Registrable
Shares in accordance with the method of sale applicable to the other shares of
Common Stock included in the Company Registration.





4.    MISCELLANEOUS.





(a)   Replacement of
Warrant. Upon receipt of evidence reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant and (in the case
of loss, theft or destruction) upon delivery of an indemnity agreement in such
reasonable amount as the Company may determine, or (in the case of mutilation)
upon surrender and cancellation thereof, the Company at its expense, will issue
a replacement.





(b)  Transferability of Warrant;
No Redemption. This Warrant and all rights hereunder are freely
transferable by the Purchaser, subject to compliance with applicable state and
federal securities laws. This Warrant shall not be redeemable by the Company, in
whole or in part, at any time.





(c)  Notices. All notices,
instructions and other communications given hereunder or in connection herewith
shall be sent to:





If to the
Company to:


Digital Post Interactive,
Inc.


3240
El Camino Real, #230


Irvine,
CA 92602


Attention:
Chief Executive Officer


Facsimile:
(714) 824-3020





If
      to the Purchaser to:
            As
      written on signatory page of the
Agreement





(d)   Change; Waiver. This
Warrant except by agreement may not be changed, amended or modified in writing
signed by the Company and all of the holders of Warrants issued pursuant to
the  agreement.





(e)   No Rights as
Shareholder. This Warrant does not entitle the Purchaser to any voting
rights or other rights as a Purchaser of the Company prior to the exercise of
this Warrant.





(f)   Headings. The
headings in this Warrant are for purposes of reference only and shall not be
deemed to constitute a part hereof.





(g)  Governing Law. This
Warrant shall be governed by and construed under the internal laws of the State
of California, without reference to principles of conflict of laws or choice of
laws. The Federal and state courts located in Los Angeles, California will have
exclusive jurisdiction over any disputes relating hereto.











Dated:
May__________, 2008





DIGITALPOST
INTERACTIVE, INC.





____________________________


Michael
Sawtell


Chief
Executive Officer


19


EXHIBIT
B-1





NOTICE
OF EXERCISE OF WARRANT





TO:  DigitalPost
Interactive, Inc.





1.   The
undersigned hereby elects to exercise __________ Warrant Shares of Common Stock
of DigitalPost Interactive, Inc., pursuant to the terms of the attached
Warrant.





2.   Exercise
(check one).





____ The undersigned tenders herewith
payment in full for the Exercise Price of the Warrant Shares being purchased,
together with all applicable transfer taxes, if any.








Number of Common Stock shares to be
issued: ____________





3.   Please
issue a certificate or certificates representing said shares of Common Stock in
the name of the undersigned or in such other name as is specified
below:





_________________________________


(Name)


_________________________________





_________________________________


(Address)





4.   The
undersigned represents that the aforesaid shares of Common Stock are being
acquired for the account of the undersigned for investment and not with a view
to, or for resale in connection with, the distribution thereof and that the
undersigned has no present intention of distributing or reselling such
shares.





All
capitalized terms used but not otherwise defined herein shall have the meaning
ascribed to such terms in the Warrant.





_________________________________


Name
of Purchaser





_________________________________


Signature
of Authorized Signatory





_________________________________


Print
Name and Title





_________________________________


Date





20


EXHIBIT
B-2





WARRANT
ASSIGNMENT FORM





(To be
executed only upon the assignment of the within Warrant)





FOR
VALUE RECEIVED, the undersigned registered Purchaser of the within Warrant
hereby sells, assigns and transfers unto _____________________, whose address is
___________________ all of the rights of the undersigned under the within
Warrant, with respect to shares of Common Stock (as defined within the Warrant)
of DigitalPost Interactive, Inc., and, if such shares of Common Stock shall not
include all the shares of Common Stock issuable as provided in the within
Warrant, that a new Warrant of like tenor for the number of shares of Common
Stock not being transferred hereunder be issued in the name of and delivered to
the undersigned, and does hereby irrevocably constitute and appoint
_________________ attorney to register such transfer on the books of DigitalPost
Interactive, Inc. maintained for that purpose, with full power of substitution
in the premises.





Dated:_____________





By:________________________________


(Signature
of Registered Purchaser)





Title:_____________________________








NOTICE:      The
signature to this Notice of Assignment must correspond


with
the name upon the face of the within Warrant in every


particular,
without alteration or enlargement or any


change
whatever.











21


EXHIBIT
C







PLEDGE
AND ESCROW AGREEMENT
  THIS PLEDGE AND ESCROW
AGREEMENT (the “Agreement”) is made
and entered into as of May _____, 2008 (the “Effective Date”) by
and among DIGITAL POST
INTERACTIVE, INC., a corporation organized and existing under the laws of
the State of Nevada (the “Pledgor”) and the
pledges whose names are set forth on the signature page hereto
(collectively  the “Pledgees”), and SCOTT D. OLSON, ESQ., as
escrow agent (“Escrow
Agent”).
  RECITALS:
  WHEREAS,in order to secure
the full and prompt payment when due (whether at the stated maturity, by
acceleration or otherwise) of all of the Pledgor’s obligations (the “Obligations”) to the
Pledgees or any successors to the Pledgees underthis Agreement, the
Securities Purchase Agreement of even date herewith between the Pledgor and the
Pledgees (the “Securities Purchase
Agreement”), the secured promissory notes (the “Notes”) issued or to
be issued by the Pledgor to the Pledgees, either now or in the future, up to a
total of ___________ of principal, plus any interest, costs, fees, and other
amounts owed to the Pledgees thereunder and all other agreements entered into
between the parties hereto (collectively, the “Transaction
Documents”), the Pledgor has agreed to irrevocably pledge to the
Pledgees, on a pro-rata basis, ______________ shares (the “Pledged Shares”) of
the Pledgor’s common stock.
  NOW, THEREFORE, in
consideration of the mutual covenants, agreements, warranties, and
representations herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
   TERMS AND
CONDITIONS
  1.           Pledge
and Transfer of Pledged Shares.The Pledgor
hereby grants to Pledgee a security interest in all Pledged Shares as security
for Pledgor’s obligations under the Notes.  Simultaneously with the
execution of the Transaction Documents, the Pledgor shall deliver to the Escrow
Agent stock certificates representing the pro-rata portion of the Pledged Shares
calculated based on the aggregate principal investment, together with duly
executed stock powers or other appropriate transfer documents executed in blank
by the Pledgor (the “Transfer Documents”),
and such stock certificates and Transfer Documents shall be held by the Escrow
Agent until the full payment of all amounts due to the Pledgees under the Notes
and through repayment in accordance with the terms of the Notes, or the
termination or expiration of this Agreement.
  2.           Rights
Relating to Pledged Shares.  Upon the occurrence of an Event of
Default (as defined herein), the Pledgees shall be entitled to vote their
pro-rata allotments of the Pledged Shares, to receive dividends and other
distributions thereon, and to enjoy all other rights and privileges incident to
the ownership of the Pledged Shares.
  3.           Release
of Pledged Shares from Pledge.  Upon the payment of all amounts
due to the Pledgees under the Notes by repayment or conversion in accordance
with the terms of the Note, the parties hereto shall notify the Escrow Agent to
such effect in writing.  Upon receipt of such written notice for
payment of the amounts due to the Pledgees under the Notes, the Escrow Agent
shall return to the Pledgor the Transfer Documents and the certificates
representing the Pledged Shares, (collectively the “Pledged Materials”),
whereupon any and all rights of Pledgees in the Pledged Materials shall be
terminated.  Notwithstanding anything to the contrary contained
herein, upon full payment of all amounts
   22
  due to
the Pledgees under the Notes, by repayment in accordance with the terms of the
Note, this Agreement and Pledgees’ rights in and to the Pledged Shares shall
terminate.
  4.           Event of
Default.  An “Event of Default”
shall be deemed to have occurred under this Agreement upon an Event of Default
under the Transaction Documents.
  5.           Remedies.  Upon
and anytime after the occurrence of an Event of Default, the Pledgee shall have
the right to provide written notice of such Event of Default (the “Default Notice”) to
the Escrow Agent, with a copy to the Pledgor.  As soon as practicable
after receipt of the Default Notice, the Escrow Agent shall deliver to Pledgee
their pro-rata allotments of the Pledged Materials held by the Escrow Agent
hereunder.  Upon receipt of the Pledged Materials, the Pledgee shall
have the right to (i) sell the Pledged Shares and to apply the proceeds of such
sales, net of any selling commissions, to the Obligations owed to the Pledgee by
the Pledgor under the Transaction Documents, including, without limitation,
outstanding principal, interest, legal fees, and any other amounts owed to the
Pledgee, and exercise all other rights and (ii) any and all remedies of a
secured party with respect to such property as may be available under the
Uniform Commercial Code as in effect in the State of California.  To
the extent that the net proceeds received by the Pledgee are insufficient to
satisfy the Obligations in full and the Obligations are not otherwise satisfied
pursuant to the Note through the payment of cash or delivery of additional
shares of common stock of the Company, the Pledgee shall be entitled to a
deficiency judgment against the Pledgor for such amount.  The Pledgee
shall have the absolute right to sell or dispose of the Pledged Shares in any
manner it sees fit and shall have no liability to the Pledgor or any other party
for selling or disposing of such Pledged Shares even if other methods of sales
or dispositions would or allegedly would result in greater proceeds than the
method actually used.  The Escrow Agent shall have the absolute right
to disburse the Pledged Shares to the Pledgees.
  5.1.           Each
right, power and remedy of the Pledgees provided for in this Agreement or any
other Transaction Document shall be cumulative and concurrent and shall be in
addition to every other such right, power or remedy.  The exercise or
beginning of the exercise by the Pledgees of any one or more of the rights,
powers or remedies provided for in this Agreement or any other Transaction
Document or now or hereafter existing at law or in equity or by statute or
otherwise shall not preclude the simultaneous or later exercise by the Pledgees
of all such other rights, powers or remedies, and no failure or delay on the
part of the Pledgees to exercise any such right, power or remedy shall operate
as a waiver thereof.  No notice to or demand on the Pledgor in any
case shall entitle it to any other or further notice or demand in similar or
other circumstances or constitute a waiver of any of the rights of the Pledgees
to any other further action in any circumstances without demand or notice. The
Pledgees shall have the full power to enforce or to assign or contract is rights
under this Agreement to a third party.
  6.           Concerning
the Escrow Agent.
  6.1.           The
Escrow Agent undertakes to perform only such duties as are expressly set forth
herein and no implied duties or obligations shall be read into this Agreement
against the Escrow Agent.
  6.2.           The
Escrow Agent may act in reliance upon any writing or instrument or signature
which it, in good faith, believes to be genuine, may assume the validity and
accuracy of any statement or assertion contained in such a writing or
instrument, and may assume that any person purporting to give any writing,
notice, advice or instructions in connection with the provisions hereof has been
duly authorized to do so.  The Escrow Agent shall not be liable in any
manner for the sufficiency or correctness as to form, manner, and execution, or
validity of any instrument deposited in this escrow, nor as to the identity,
authority, or right of any person executing the same; and its duties hereunder
shall be limited to the safekeeping of such certificates, monies, instruments,
or other document received by it as
   23
  such
escrow holder, and for the disposition of the same in accordance with the
written instruments accepted by it in the escrow.
  6.3.           Pledgees
and the Pledgor hereby agree, to defend and indemnify the Escrow Agent and hold
it harmless from any and all claims, liabilities, losses, actions, suits, or
proceedings at law or in equity, or any other expenses, fees, or charges of any
character or nature which it may incur or with which it may be threatened by
reason of its acting as Escrow Agent under this Agreement; and in connection
therewith, to indemnify the Escrow Agent against any and all expenses, including
attorneys’ fees and costs of defending any action, suit, or proceeding or
resisting any claim (and any costs incurred by the Escrow Agent pursuant to
Sections 6.4 or 6.5 hereof).  The Escrow Agent shall be vested with a
lien on all property deposited hereunder, for indemnification of attorneys’ fees
and court costs regarding any suit, proceeding or otherwise, or any other
expenses, fees, or charges of any character or nature, which may be incurred by
the Escrow Agent by reason of disputes arising between the makers of this escrow
as to the correct interpretation of this Agreement and instructions given to the
Escrow Agent hereunder, or otherwise, with the right of the Escrow Agent,
regardless of the instructions aforesaid, to hold said property until and unless
said additional expenses, fees, and charges shall be fully paid.  Any
fees and costs charged by the Escrow Agent for serving hereunder shall be paid
by the Pledgor.
  6.4.           If
any of the parties shall be in disagreement about the interpretation of this
Agreement, or about the rights and obligations, or the propriety of any action
contemplated by the Escrow Agent hereunder, the Escrow Agent may, at its sole
discretion deposit the Pledged Materials with the Clerk of the United States
District Court for the Central District of California, sitting in Orange County,
California, and, upon notifying all parties concerned of such action, all
liability on the part of the Escrow Agent shall fully cease and
terminate.  The Escrow Agent shall be indemnified by the Pledgor and
Pledgees for all costs, including reasonable attorneys’ fees in connection with
the aforesaid proceeding, and shall be fully protected in suspending all or a
part of its activities under this Agreement until a final decision or other
settlement in the proceeding is received.
  6.5.           The
Escrow Agent may consult with counsel of its own choice (and the costs of such
counsel shall be paid by the Pledgor and Pledgee) and shall have full and
complete authorization and protection for any action taken or suffered by it
hereunder in good faith and in accordance with the opinion of such
counsel.  The Escrow Agent shall not be liable for any mistakes of
fact or error of judgment, or for any actions or omissions of any kind, unless
caused by its willful misconduct or gross negligence.
  6.6.           The
Escrow Agent may resign upon ten (10) days’ written notice to the parties in
this Agreement.  If a successor Escrow Agent is not appointed within
this ten (10) day period, the Escrow Agent may petition a court of competent
jurisdiction to name a successor.
  6.7           Conflict Waiver. The Pledgor hereby
acknowledges that the Escrow Agent is counsel to the Company in connection with
the transactions contemplated and referred herein.  The Pledgor agrees
that in the event of any dispute arising in connection with this Agreement or
otherwise in connection with any transaction or agreement contemplated and
referred herein, the Escrow Agent shall be permitted to continue to represent
the Company and the Pledgor will not seek to disqualify such counsel and waives
any objection Pledgor might have with respect to the Escrow Agent acting as the
Escrow Agent pursuant to this Agreement.
  6.8           Notices.  Unless
otherwise provided herein, all demands, notices, consents, service of process,
requests and other communications hereunder shall be in writing and shall be
delivered in person or by overnight courier service, or mailed by certified
mail, return receipt requested, addressed:
  If
      to the Pledgor:
              DigitalPost
      Interactive, Inc.If
      to Pledgees:
              to
      their address as indicated on the signature page to the Securities
      Purchase Agreement
 
 Any such
notice shall be effective (a) when delivered, if delivered by hand delivery
or overnight courier service, or (b) five (5) days after deposit in the
United States mail, as applicable.
  7.           Binding
Effect.  All of the covenants and obligations contained herein
shall be binding upon and shall inure to the benefit of the respective parties,
their successors and assigns.
  8.           Governing
Law; Venue; Service of Process.  The validity, interpretation
and performance of this Agreement shall be determined in accordance with the
laws of the State of California applicable to contracts made and to be performed
wholly within that state except to the extent that Federal law
applies.  The parties hereto agree that any disputes, claims,
disagreements, lawsuits, actions or controversies of any type or nature
whatsoever that, directly or indirectly, arise from or relate to this Agreement,
including, without limitation, claims relating to the inducement, construction,
performance or termination of this Agreement, shall be brought in the state
superior courts located in Los Angeles, California or Federal district courts
located in Los Angeles, California, and the parties hereto agree not to
challenge the selection of that venue in any such proceeding for any reason,
including, without limitation, on the grounds that such venue is an inconvenient
forum.  The parties hereto specifically agree that service of process
may be made, and such service of process shall be effective if made, pursuant to
Section 8 hereto.
  9.           Enforcement
Costs.  If any legal
action or other pro­ceeding is brought for the enforcement of this
Agreement, or because of an alleged dispute, breach, default or
misrepresenta­tion in connection with any provisions of this Agreement, the
successful or prevailing party or parties shall be entitled to recover
reasonable attorneys’ fees, court costs and all expenses even if not taxable as
court costs (including, without limita­tion, all such fees, costs and
expenses incident to appeals), incurred in that action or proceeding, in
addition to any other relief to which such party or parties may be
entitled.
  10.           Remedies
Cumulative.  No remedy herein
conferred upon any party is intended to be exclusive of any other remedy, and
each and every such remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or here­after existing at law, in
equity, by statute, or otherwise.  No single or partial exercise by
any party of any right, power or remedy hereunder shall preclude any other or
further exercise thereof.
  11.           Counterparts.  This Agreement
may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute the same
instrument.
   24
  12.           No
Penalties.  No provision of
this Agreement is to be interpreted as a penalty upon any party to this
Agreement.
  
  IN WITNESS WHEREOF, the
parties hereto have duly executed this Pledge and Escrow Agreement as of the
date first above written.
  
 
 DIGITALPOST
INTERACTIVE, INC.
 
 
 By:
 Name:                      Michael
Sawtelle
 Title:  Chief
Executive Officer
 
 
 SCOTT
D. OLSON, ESQ.
 as Escrow
Agent
 
 
 
 Name:
Scott D. Olson
 Date:____________________________
 
 
 
 
  25
  SIGNATURE
PAGE TO PLEDGE AND ESCROW AGREEMENT
 
 
 
 
 PLEDGEE
 
 ________________________________
 
 By:
 
 Name:                      __________________________
 
 Title:____________________________
 
 Date:____________________________






26


EXHIBIT
D





FORM
OF OFFICER’S CERTIFICATE





The
undersigned, the Chief Executive Officer of DigitalPost Interactive, Inc., a
publicly traded Nevada corporation (the "Company"), pursuant
to the Securities Purchase Agreement among the Company and the purchasers
signatory thereto dated as of May ___, 2008 (the "Securities Purchase
Agreement"), hereby represents, warrants and certifies as follows
(capitalized terms used but not otherwise defined herein shall have the meaning
set forth in the Securities Purchase Agreement):





1.
            the
      representations and warranties of the Company contained in the Securities
      Purchase Agreement were and are true and correct in all material respects
      as of the date when made and as of the Closing as though made on and as of
      such date;





2.
            the
      Company has performed, satisfied and complied in all material respects
      with all covenants, agreements and conditions required by the Transaction
      Documents to be performed, satisfied or complied with by it at or prior to
      the Closing;





3.
            no
      statute, rule, regulation, executive order, decree, ruling or injunction
      has been enacted, entered, promulgated or endorsed by any court or
      governmental authority of competent jurisdiction that prohibits the
      consummation of any of the transactions contemplated by the Transaction
      Documents; and





4.
            since
      the date of execution of the Securities Purchase Agreement, no event or
      series of events has occurred that reasonably could have or result in a
      Material Adverse Effect or a material adverse change with respect to the
      Company and its Subsidiaries.











IN WITNESS WHEREOF, the
undersigned has executed this certificate this ___ day of May,
2008.











___________________________


Michael Sawtelle


Chief Executive Officer











27