EXHIBIT 10.6
                               SUNGAME CORPORATION
                          SECURITIES PURCHASE AGREEMENT


         THIS PURCHASE AGREEMENT, dated as of October 9th, 2008, is entered into
by and among  Sungame  Corporation,  a Delaware  corporation  with  headquarters
located at  ___________________________________  (the  "Company")  and  Mindzeye
Consulting  Pte Ltd  located  at  ___________________________________  and  it's
clients (collectively, the "Purchasers").


                              W I T N E S S E T H:

         WHEREAS,  the Company and the  Purchasers  are executing and delivering
this  Agreement  in  accordance  with and in reliance  upon the  exemption  from
securities registration for offers and sales to investors afforded,  INTER ALIA,
by Rule 506 under  Regulation D  ("Regulation  D") or  Regulation S for non U.S.
Investors as promulgated by the United States Securities and Exchange Commission
(the "SEC")  under the  Securities  Act of 1933,  as amended  (the "1933  Act"),
and/or Section 4(2) and 4(6) of the 1933 Act and/or Regulation S; and

         WHEREAS, the Purchasers wish to purchase common shares of the Company (
"Shares"),  subject to and upon the terms and  conditions of this  Agreement and
acceptance  of this  Agreement  by the  Company,  on the  terms  and  conditions
referred to herein

         NOW  THEREFORE,  in  consideration  of  the  premises  and  the  mutual
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  the parties agree as
follows:

         1. AGREEMENT TO PURCHASE; PURCHASE PRICE.

                  A. CASH PURCHASE.  Subject to the terms and conditions of this
         Agreement and the other Transaction  Agreements,  the Purchasers hereby
         agree to  purchase  the Shares of the  Company  for the sum of $250,000
         (the "Purchase Amount") in increments as follows:

                           (i) $125,000 in cash for 500,000  Shares plus 500,000
                  fully  transferable  warrants to purchase  Shares at $0.80 per
                  share in the form of  warrants  attached  as Exhibit A hereto.
                  This  payment of  $125,000 is due within 10 days of signing of
                  this agreement.  These individual Shares and warrants shall be
                  assigned  according to clause 1d.v and the  warrants  would be
                  treated and become at PAR with those  warrants  issued as part
                  of the IPO offerings and the provisions thereof.


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                           (ii)  $125,000 in cash for 500,000  Shares plus fully
                  transferable  warrants to purchase 500,000 Shares at $0.80 per
                  share in the form of  warrant  attached  as  Exhibit A hereto.
                  These  individual   Shares  and  warrants  shall  be  assigned
                  according to clause 1d.v and the warrants would be treated and
                  become at PAR with  those  warrants  issued as part of the the
                  IPO offerings and provisions thereof. This payment of $125,000
                  is due when the Company  provides the Purchaser with a copy of
                  the Registration  Statement on Form S-1 ready to file which is
                  expected to be no later than December 15, 2008.

                  B.  SERVICES  PURCHASE.  $625,000  worth of  services  for 2.5
         Million Shares  pursuant to the separate  Services  Agreement  attached
         hereto as Exhibit B and incorporated herein by this reference.

                  C. CERTAIN DEFINITIONS.  As used herein, each of the following
         terms has the meaning  set forth  below,  unless the context  otherwise
         requires:

                   "Affiliate" means, with respect to a specific Person referred
                  to in the  relevant  provision,  another  Person  who or which
                  controls or is controlled  by or is under common  control with
                  such specified Person.

                  "Certificate"  means the original ink-signed share and Warrant
                  duly executed by the Company.

                  "Closing   Date"   means  the  date  of  the  closing  of  the
                  Transactions, as provided herein.

                  "Common Stock Equivalents" means any securities of the Company
                  or the Subsidiaries  which would entitle the holder thereof to
                  acquire  at  any  time   common   stock,   including   without
                  limitation,   any  debt,  preferred  stock,  rights,  options,
                  warrants or other  instrument that is at any time  convertible
                  into or  exchangeable  for, or  otherwise  entitles the holder
                  thereof to receive, common stock.

                  "Company  Control  Person"  means  each  director,   executive
                  officer,  promoter, and such other Persons as may be deemed in
                  control of the Company pursuant to Rule 405 under the 1933 Act
                  or Section 20 of the 1934 Act (as defined below).

                  "Disclosure   Annex"  means  Exhibit  D  to  this   Agreement;
                  provided, however, that the Disclosure Annex shall be arranged
                  in sections  corresponding to the identified  Sections of this
                  Agreement,  but the  disclosure  in any  such  section  of the
                  Disclosure  Annex  shall  qualify  other  provisions  in  this
                  Agreement  to the extent that it would be readily  apparent to
                  an  informed  reader  from a reading  of such  section  of the
                  Disclosure  Annex that it is also relevant to other provisions
                  of this Agreement.


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                  "Holder"  means the  Person  and/or  the  entity  holding  the
                  relevant  Securities  at the relevant  time  including but not
                  limited to the Purchasers for their respective Securities.

                  "Purchasers  Control  Person" means each  director,  executive
                  officer,  promoter, and such other Persons as may be deemed in
                  control of the Purchasers  pursuant to Rule 405 under the 1933
                  Act or Section 20 of the 1934 Act.

                  "Liens" means a lien, charge, security interest,  encumbrance,
                  right of first refusal, preemptive right or other restriction.

                  "Material  Adverse  Effect" means an event or  combination  of
                  events,   which  individually  or  in  the  aggregate,   would
                  reasonably be expected to (w)  adversely  affect the legality,
                  validity or  enforceability  of the  Securities  or any of the
                  Transaction  Agreements,  (x)  have or  result  in a  material
                  adverse   effect  on  the  results  of   operations,   assets,
                  prospects,  or  condition  (financial  or  otherwise)  of  the
                  Company and its subsidiaries,  taken as a whole, (y) adversely
                  impair the  Company's  ability  to  perform  fully on a timely
                  basis its obligations under any of the Transaction  Agreements
                  or the transactions  contemplated  thereby,  or (z) materially
                  and  adversely  affect the value of the rights  granted to the
                  Purchasers in the Transaction Agreements.

                  "Person"  means any living person or any entity,  such as, but
                  not  necessarily  limited to, a  corporation,  partnership  or
                  trust.

                  "Principal Trading Market" means the Over the Counter Bulletin
                  Board or such  other  market  on  which  the  common  stock is
                  principally traded at the relevant time, but shall not include
                  the "pink sheets."

                  "Registrable  Securities" means all of the following:  (i) the
                  Warrant  Shares,  and (ii) any shares of the Company's  common
                  stock that are issued to the Purchasers in connection with the
                  Transaction  Agreements and any other  agreements  between the
                  parties  hereto,  except to the extent such shares can then be
                  sold by the Holder  without  volume or other  restrictions  or
                  limits.

                  "Registration   Rights   Provisions"   means  the   piggy-back
                  registration  rights,  demand registration rights contemplated
                  by the terms of this  Agreement,  if any,  including,  but not
                  necessarily  limited to, Section 4(g) hereof, and of the other
                  Transaction Agreements.

                  "Registration   Statement"  means  an  effective  registration
                  statement covering the Registrable Securities.

                  "Securities"  means  the  Shares,  the  Warrant,   the  shares
                  underlying the Warrant,  and any shares of common stock of the
                  Company  that may be issued to the  Purchasers  in  connection
                  with any other agreements between the parties.

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                  "Pledged  Shares"  means the  Shares  or  shares  representing
                  Warrants  and  Warrant  Shares  that are to  committed  by the
                  Company  against  execution and completion of terms of this or
                  other agreements respectively.

                  "State of Incorporation" means Delaware.

                  "Subsidiary"  means any subsidiary of the Company as set forth
                  on the Disclosure Annex.

                  "Trading Day" means any day during which the Principal Trading
                  Market shall be open for business.

                  "Transaction Fees" means legal and due diligence fees incurred
                  by the Purchasers.

                  "Transfer  Agent" means,  at any time,  the transfer agent for
                  the Company's common stock.

                  "Transaction  Agreements"  means this  Agreement,  Exhibits as
                  part of this agreement, the Warrant and includes all ancillary
                  documents referred to in those agreements along with any other
                  agreements executed by all parties hereto.

                  "Warrant  Shares" means shares of common stock  underlying the
                  Warrant.

                  "Financial Statement Date" means those dates for EXHIBIT E and
                  EXHIBIT  G  respectively   on  which  the  dates  the  current
                  shareholders  and/or the Company  have  signed the  respective
                  exhibits as certified and true as of that date.

                  "IPO" for this agreement  refers to the first public  offering
                  through  which the Company  intends to offer  common  stock or
                  shares to the common  public  through an initial SEC filing at
                  an issue  price not less  than $1 per share  with no more than
                  one million shares in the offering.

                  D. FORM OF PAYMENT; DELIVERY OF CERTIFICATES.

                           (i) The Purchasers shall pay the cash Purchase Amount
                  by  delivering  immediately  available  good  funds in  United
                  States Dollars to the Company on the Closing Date.

                           (ii) On the Closing  Date,  the Company shall deliver
                  the Certificates,  each duly executed on behalf of the Company
                  to the Purchasers for the cash purchase.

                           (iii)  By  signing  this   Agreement,   each  of  the
                  Purchasers  and the  Company  agree  to all of the  terms  and
                  conditions  of  the   Transaction   Agreements,   all  of  the
                  provisions of which are incorporated  herein by this reference
                  as if set forth in full.

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                           (iv)  Delivery  of  Certificates  under the  Services
                  Agreement shall be governed by the Terms thereof.

                           (v) Purchasers  shall provide a list of names to whom
                  to issue each lot of Shares and  Warrants at the time of issue
                  of  these  Shares  and  Warrants.  Purchasers  shall  have the
                  unrestricted  right to  transfer  their  ownership  interests,
                  along with all  rights  pertaining  thereto,  among any of its
                  affiliates.

                           (vi) The Company  will  include  this  agreement in a
                  resolution of the board of directors.

                           (vii) For purpose of this section,  Purchase  Amounts
                  shall be as per  individual  amounts and  respective due dates
                  referred to in section 1.a of this agreement.

                  E. METHOD OF PAYMENT.  Payment of the Purchase Amount shall be
         made by wire transfer of funds to:

         Beneficiary Name: Sungame Corp.
         Beneficiary Account Number: 8 0 9 9 3 5 1 2
         Bank Routing Number: (domestic wires) 3 | 2 | 2 | 0 | 7 | 0 | 3 | 8 | 1
         Bank Routing/ Swift Code: ( Intl wires) EWBKUS66XXX
         Receiving Bank Name: East West Bank
         Receiving Bank Address: (Branch Address) 135 N. Los Robles Ave.,
         Suite 600
         Receiving Bank Address: (Branch City, State, Zip) Pasadena, CA 91101

                  F.  COMPENSATION  TO MINDZEYE  CONSULTING  PTE LTD: In lieu of
         facilitating   this  agreement  and  related  business  and  management
         consulting,  the  Company  waives  off all  costs  for the 100K  shares
         provided  to  Mindzeye   Consulting   Pte  Ltd  and  to  associates  or
         consultants thereof as part of this agreement


         2. PURCHASERS  REPRESENTATIONS,  WARRANTIES, AND ACCESS TO INFORMATION;
INDEPENDENT INVESTIGATION.

         The  Purchasers  represent and warrant to, and covenant and agree with,
the Company as follows:

                  A. Without limiting  Purchasers'  right to sell the Securities
         pursuant  to  an  effective  registration  statement  or  otherwise  in
         compliance  with  the 1933  Act,  the  Purchasers  are  purchasing  the
         Securities  for their own accounts for  investment  only and not with a
         view  towards  the public sale or  distribution  thereof and not with a
         view to or for sale in connection with any distribution thereof.

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                  B. The Purchasers are (i) experienced in making investments of
         the kind  described in this Agreement and the related  documents,  (ii)
         able,  by  reason  of the  business  and  financial  experience  of its
         officers  (if  an  entity)  and  professional  advisors  (who  are  not
         affiliated  with or compensated in any way by the Company or any of its
         Affiliates  or  selling  agents),  to  protect  its  own  interests  in
         connection with the transactions  described in this Agreement,  and the
         related  documents,  and  to  evaluate  the  merits  and  risks  of  an
         investment in the Securities,  and (iii) able to afford the entire loss
         of its investment in the Securities.

                  C. All  subsequent  offers and sales of the  Securities by the
         Purchasers  shall be made  pursuant  to  registration  of the  relevant
         Securities  under  the  1933  Act  or  pursuant  to an  exemption  from
         registration.

                  D. The  Purchasers  understand  that the  Securities are being
         offered  and sold to it in reliance  on  specific  exemptions  from the
         registration requirements of the 1933 Act and state securities laws and
         that the  Company is relying  upon the truth and  accuracy  of, and the
         Purchasers'   compliance   with,   the   representations,   warranties,
         agreements,  acknowledgments  and  understandings of the Purchasers set
         forth herein in order to determine the  availability of such exemptions
         and the eligibility of the Purchasers to acquire the Securities.

                  E. The  Purchasers  and  their  advisors,  if any,  have  been
         furnished  with or have been given access to all materials  relating to
         the  business,  finances and  operations  of the Company and  materials
         relating  to the  offer  and sale of the  Securities  which  have  been
         requested by the Purchasers,  including those set forth on in any annex
         attached hereto.  The Purchasers and their advisors,  if any, have been
         afforded  the  opportunity  to ask  questions  of the  Company  and its
         management and have received  complete and satisfactory  answers to any
         such inquiries.

                  F. The  Purchasers  understand  that their  investment  in the
         Securities involves a high degree of risk.

                  G. The Purchasers  hereby  represent  that, in connection with
         their purchase of the Securities, they have not relied on any statement
         or representation by the Company or any of its officers,  directors and
         employees or any of their  respective  attorneys  or agents,  except as
         specifically set forth herein.

                  H. The Purchasers  understand 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 Securities.

                  I. This  Agreement  and the other  Transaction  Agreements  to
         which the Purchasers  are a party,  and the  transactions  contemplated
         thereby, have been duly and validly authorized,  executed and delivered
         by  the  Purchasers  and  are  valid  and  binding  agreements  of  the
         Purchasers  enforceable  in  accordance  with their  respective  terms,

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         subject as to  enforceability  to general  principles  of equity and to
         bankruptcy, insolvency, moratorium and other similar laws affecting the
         enforcement of creditors' rights generally.

         3. COMPANY REPRESENTATIONS, ETC. The Company represents and warrants to
the Purchasers as of the date hereof and as of the Closing Date that,  except as
otherwise provided in the Disclosure Annex and other Exhibits therein, which the
Company  represents and warrants to be true,  correct and complete as of date of
signing of those exhibits:

                  A. RIGHTS OF OTHERS AFFECTING THE  TRANSACTIONS.  There are no
         preemptive  rights  of any  shareholder  of the  Company,  as such,  to
         acquire  the  Shares,  the  Warrant  or any  Warrant  Shares  issued in
         connection with any other agreements executed by the parties hereto. No
         party other than Purchasers has a currently  exercisable right of first
         refusal  which would be  applicable  to any or all of the  transactions
         contemplated by the Transaction Agreements.

                  B.  STATUS.  The  Company  is a  corporation  duly  organized,
         validly  existing and in good  standing  under the laws of the State of
         Delaware and has the requisite  corporate  power to own its  properties
         and to carry on its  business  as now being  conducted.  The Company is
         duly  qualified as a foreign  corporation to do business and is in good
         standing  in  each  jurisdiction  where  the  nature  of  the  business
         conducted or property owned by it makes such  qualification  necessary,
         other than those jurisdictions in which the failure to so qualify would
         not have or result in a Material Adverse Effect. The Company intends to
         registered its stock and then be obligated to file reports  pursuant to
         Section 12 or Section 15(d) of the Securities and Exchange Act of 1934,
         as  amended  (the  "1934  Act").  The  Company  intends  to file,  upon
         Registration,  a 15c211  through an NASD Broker for its common stock to
         be quoted on the OTCBB. The Company has received no notice, either oral
         or written,  with  respect to the  eligibility  of the common stock for
         such quotation on the OTCBB.

                  C. AUTHORIZED SHARES.

                           (i)  The  authorized  capital  stock  of the  Company
                  consists of  100,000,000  shares of common  stock,  $0.001 par
                  value, of which 5,000,000 are issued and outstanding as of the
                  date hereof.

                           (ii) All  issued  and  outstanding  shares  of common
                  stock have been duly  authorized  and  validly  issued and are
                  fully paid and  non-assessable.  The  Company  has  sufficient
                  authorized  and  un-issued  shares of  common  stock as may be
                  necessary  to affect the issuance of the shares on the Closing
                  Date.

                           (iii) As of the Closing  Date,  the shares shall have
                  been duly authorized by all necessary  corporate action on the
                  part of the Company,  and,  when issued on the Closing Date or
                  pursuant  to  other  relevant  provisions  of the  Transaction
                  Agreements,  in each case in accordance with their  respective

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                  terms,  will  be duly  and  validly  issued,  fully  paid  and
                  non-assessable  and will not  subject  the  Holder  thereof to
                  personal liability by reason of being such Holder.

                           (iv) As of the Closing  date,  all shares  issued and
                  pledged to current and future  shareholders  are of the nature
                  of  common  shares  and  there  are no other  types of  shares
                  including  but not  limited to  preferential  shares that have
                  been issued or pledged to any shareholders

                  D. TRANSACTION  AGREEMENTS AND STOCK.  This Agreement and each
         of the other Transaction Agreements,  and the transactions contemplated
         thereby,  have been duly and validly  authorized  by the Company,  this
         Agreement  has been duly executed and delivered by the Company and this
         Agreement  is,  and  the  shares  and  each  of the  other  Transaction
         Agreements,  when executed and delivered by the Company, will be, valid
         and binding  agreements of the Company  enforceable in accordance  with
         their respective terms

                  E.  NON-CONTRAVENTION.  The  execution  and  delivery  of this
         Agreement and each of the other Transaction  Agreements by the Company,
         the issuance of the Securities,  and the consummation by the Company of
         the other  transactions  contemplated  by this  Agreement,  each of the
         shares  and  the  other  Transaction  Agreements  do not and  will  not
         conflict  with or result in a breach by the Company of any of the terms
         or provisions of, or constitute a default under (i) the  certificate of
         incorporation  or by-laws of the Company,  each as currently in effect,
         (ii)  any  indenture,  mortgage,  deed  of  trust,  or  other  material
         agreement or  instrument to which the Company is a party or by which it
         or any of its  properties  or assets are bound,  including  any listing
         agreement for the common stock except as herein set forth,  or (iii) to
         its knowledge,  any existing applicable law, rule, or regulation or any
         applicable  decree,  judgment,  or order of any  court,  United  States
         federal  or state  regulatory  body,  administrative  agency,  or other
         governmental  body having  jurisdiction  over the Company or any of its
         properties  or assets,  except such  conflict,  breach or default which
         would not have or result in a Material Adverse Effect.

                  F.  APPROVALS.  No  authorization,  approval or consent of any
         court,   governmental   body,   regulatory   agency,    self-regulatory
         organization,  or stock exchange or market or the  shareholders  of the
         Company is required to be obtained by the Company for the  issuance and
         sale  of the  Securities  to the  Purchasers  as  contemplated  by this
         Agreement, except such authorizations, approvals and consents that have
         been obtained and have been provided as part of this agreement.

                  G. ABSENCE OF CERTAIN CHANGES.  Since the Financial  Statement
         Date, there has been no material adverse change and no Material Adverse
         Effect, except as disclosed herein. Since the Financial Statement Date,
         the Company  has not (i)  incurred  or become  subject to any  material
         liabilities  (absolute or contingent)  except the declared  liabilities
         herein;  (ii)  discharged or satisfied any material lien or encumbrance
         or paid any material  obligation or liability (absolute or contingent),
         other than the declared  liabilities herein; (iii) declared or made any
         payment or distribution of cash or other property to shareholders  with
         respect to its capital  stock,  or purchased  or redeemed,  or made any

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         agreements to purchase or redeem, any shares of its capital stock; (iv)
         sold,  assigned or transferred any other tangible  assets,  or canceled
         any  debts  owed to the  Company  by any  third  party or claims of the
         Company against any third party,  except as declared herein; (v) waived
         any rights of material value,  whether or not in the ordinary course of
         business,  or  suffered  the loss of any  material  amount of  existing
         business;  (vi) made any increases in employee  compensation;  or (vii)
         experienced   any  material   problems  with  labor  or  management  in
         connection with the terms and conditions of their employment.

                  H. FULL DISCLOSURE. There is no fact known to the Company that
         has  not  been  disclosed  in  writing  to the  Purchasers  that  would
         reasonably be expected to have or result in a Material  Adverse Effect.
         Furthermore a summary of all financial budgets, committed and projected
         are attached  herewith as EXHIBIT G and is represented and warranted by
         the Company as true, correct and complete as of date

                  I.  ABSENCE  OF   LITIGATION.   There  is  no  action,   suit,
         proceeding,  inquiry or  investigation  before or by any court,  public
         board or body pending or, to the  knowledge of the Company,  threatened
         against  or  affecting  the  Company  before  or  by  any  governmental
         authority or nongovernmental  department,  commission,  board,  bureau,
         agency or instrumentality  or any other person,  wherein an unfavorable
         decision,  ruling or finding  would have a Material  Adverse  Effect or
         which would adversely affect the validity or enforceability  of, or the
         authority or ability of the Company to perform its  obligations  under,
         any of the  Transaction  Agreements.  The  Company  is not aware of any
         valid  basis for any such claim  that  (either  individually  or in the
         aggregate  with  all  other  such  events  and   circumstances)   could
         reasonably be expected to have a Material Adverse Effect.  There are no
         outstanding  or  unsatisfied   judgments,   orders,   decrees,   writs,
         injunctions or stipulations to which the Company is a party or by which
         it or any of its  properties  is bound,  that  involve the  transaction
         contemplated  herein  or  that,  alone  or  in  the  aggregate,   could
         reasonably be expect to have a Material Adverse Effect.

                  J.  ABSENCE  OF  EVENTS  OF  DEFAULT.  Except  as set forth in
         Section  3(e) and 3(g)  hereof,  (i) neither the Company nor any of its
         subsidiaries  is in default in the  performance  or  observance  of any
         material obligation,  agreement, covenant or condition contained in any
         material indenture, mortgage, deed of trust or other material agreement
         to which it is a party or by which its  property is bound,  and (ii) no
         Event of Default (or its equivalent term), as defined in the respective
         agreement  to which the Company or its  subsidiary  is a party,  and no
         event which,  with the giving of notice or the passage of time or both,
         would  become  an Event of  Default  (or its  equivalent  term)  (as so
         defined in such agreement), has occurred and is continuing, which would
         have a Material Adverse Effect.

                  K.  ABSENCE  OF  CERTAIN  COMPANY  CONTROL  PERSON  ACTIONS OR
         EVENTS.  None of the  following  has occurred  during the past five (5)
         years with respect to a Company Control Person:

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                           (1) A petition under the federal  bankruptcy  laws or
                  any  state  insolvency  law  was  filed  by or  against,  or a
                  receiver,  fiscal agent or similar  officer was appointed by a
                  court for the  business or property  of such  Company  Control
                  Person,  or any  partnership in which he was a general partner
                  at or within two years before the time of such filing,  or any
                  corporation  or  business  association  of  which  he  was  an
                  executive  officer at or within  two years  before the time of
                  such filing;

                           (2) Such Company  Control  Person was  convicted in a
                  criminal  proceeding  or  is a  named  subject  of  a  pending
                  criminal  proceeding  (excluding  traffic violations and other
                  minor offenses);

                           (3) Such  Company  Control  Person was the subject of
                  any order,  judgment  or decree,  not  subsequently  reversed,
                  suspended or vacated, of any court of competent  jurisdiction,
                  permanently  or  temporarily  enjoining him from, or otherwise
                  limiting, the following activities:

                                    (i)  acting,   as  an  investment   advisor,
                           underwriter, broker or dealer in securities, or as an
                           affiliated  person,   director  or  employee  of  any
                           investment   company,    bank,   savings   and   loan
                           association  or  insurance  company,   as  a  futures
                           commission  merchant,  introducing broker,  commodity
                           trading  advisor,   commodity  pool  operator,  floor
                           broker,  any other Person  regulated by the Commodity
                           Futures Trading Commission ("CFTC") or engaging in or
                           continuing any conduct or practice in connection with
                           such activity;

                                    (ii)   engaging  in  any  type  of  business
                           practice; or

                                    (iii) engaging in any activity in connection
                           with  the   purchase  or  sale  of  any  security  or
                           commodity  or in  connection  with any  violation  of
                           federal   or  state   securities   laws  or   federal
                           commodities laws;

                           (4) Such  Company  Control  Person was the subject of
                  any order,  judgment  or decree,  not  subsequently  reversed,
                  suspended  or  vacated,  of any  federal  or  state  authority
                  barring,  suspending  or  otherwise  limiting for more than 60
                  days the right of such Company Control Person to engage in any
                  activity  described  in paragraph  (3) of this item,  or to be
                  associated with Persons engaged in any such activity; or

                           (5) Such Company  Control Person was found by a court
                  of competent  jurisdiction in a civil action or by the CFTC or
                  SEC to have violated any federal or state  securities law, and
                  the  judgment  in such civil  action or finding by the CFTC or
                  SEC has not been subsequently reversed, suspended, or vacated.

                  L. NO UNDISCLOSED  LIABILITIES  OR EVENTS.  The Company has no
         liabilities   or  obligations   other  than  those   disclosed  in  the
         Transaction  Agreements or those incurred in the ordinary course of the
         Company's  business  since  the  Financial  Statement  Date,  or  which
         individually  or in the aggregate,  do not or would not have a Material

                                    Page 10
<PAGE>

         Adverse Effect.  No event or circumstances  has occurred or exists with
         respect  to  the  Company  or  its  properties,  business,  operations,
         condition  (financial or otherwise),  or results of operations,  which,
         under applicable law, rule or regulation, requires public disclosure or
         announcement  prior to the date hereof by the Company but which has not
         been  so  publicly  announced  or  disclosed.  There  are no  proposals
         currently  under  consideration  or currently  anticipated  to be under
         consideration  by the Board of Directors or the  executive  officers of
         the Company which proposal would (x) change the articles or certificate
         of  incorporation  or other charter document or by-laws of the Company,
         each as  currently  in effect,  with or without  shareholder  approval,
         which change would reduce or otherwise  adversely affect the rights and
         powers of the  shareholders  of the common stock or (y)  materially  or
         substantially  change the  business,  assets or capital of the Company,
         including its interests in  subsidiaries.  Furthermore a summary of all
         financial  budgets,  committed and  projected are attached  herewith as
         EXHIBIT G and is  represented  and  warranted  by the  Company as true,
         correct and complete as of date

                  M. NO INTEGRATED OFFERING.  Neither the Company nor any of its
         Affiliates  nor any Person acting on its or their behalf has,  directly
         or indirectly,  at any time since inception, made any offer or sales of
         any  security  or  solicited  any  offers  to buy  any  security  under
         circumstances  that would  eliminate the  availability of the exemption
         from registration under Regulation D or Regulation S in connection with
         the offer and sale of the Securities as contemplated hereby.

                  N. DILUTION. Any securities issued to Purchasers in connection
         with any agreements  executed by the parties hereto may have a dilutive
         effect  on the  ownership  interests  of the  other  shareholders  (and
         Persons having the right to become  shareholders)  of the Company.  The
         Company's  executive  officers  and  directors  have  studied and fully
         understand the nature of the Securities being sold hereby and recognize
         that they have such a potential dilutive effect. The board of directors
         of the Company has concluded, in its good faith business judgment, that
         such issuance is in the best interests of the Company.

                  O. FEES TO BROKERS,  FINDERS AND OTHERS. The Company has taken
         no  action  which  would  give  rise to any  claim  by any  Person  for
         brokerage  commission,  finder's fees or similar payments by Purchasers
         relating to this  Agreement or the  transactions  contemplated  hereby.
         Purchasers  shall have no obligation  with respect to such fees or with
         respect to any claims made by or on behalf of other Persons for fees of
         a type  contemplated  in this  paragraph  that may be due in connection
         with the transactions  contemplated hereby. The Company shall indemnify
         and  hold  harmless  each  of  Purchasers,  its  employees,   officers,
         directors,  agents, and partners, and their respective Affiliates, from
         and against all claims, losses,  damages, costs (including the costs of
         preparation  and attorney's  fees) and expenses  suffered in respect of
         any such claimed or existing fees, as and when incurred.

                  P.  CONFIRMATION.  The Company confirms that all statements of
         the Company contained herein shall survive acceptance of this Agreement
         by the  Purchasers.  The Company  agrees  that,  if any events occur or

                                    Page 11
<PAGE>

         circumstances  exist  prior to the  Closing  Date or the release of the
         Purchase  Amount to the Company  which would make any of the  Company's
         representations,  warranties, agreements or other information set forth
         herein materially untrue or materially  inaccurate as of such date, the
         Company shall  immediately  notify the Purchasers  (directly or through
         its  counsel,  if any) in  writing  prior  to such  date of such  fact,
         specifying which  representation,  warranty or covenant is affected and
         the reasons therefore.

                  Q. AUTHORIZATION;  ENFORCEMENT.  The Company has the requisite
         corporate  power and  authority  to enter  into and to  consummate  the
         transactions  contemplated  by each of the  Transaction  Agreements and
         otherwise to carry out its obligations  there under.  The execution and
         delivery of each of the  Transaction  Agreements by the Company and the
         consummation by it of the transactions  contemplated  thereby have been
         duly authorized by all necessary  action on the part of the Company and
         no further  action is required by the Company in  connection  therewith
         other than in connection with the Required Approvals.  Each Transaction
         Agreement  has been (or upon  delivery will have been) duly executed by
         the Company and, when  delivered in  accordance  with the terms hereof,
         will  constitute  the  valid  and  binding  obligation  of the  Company
         enforceable against the Company

                  R. LABOR  RELATIONS.  No material  labor dispute  exists or is
         imminent  with  respect to any of the  employees  of the Company  which
         could reasonably be expected to result in a Material Adverse Effect.

                  S.  COMPLIANCE.  Neither the Company nor any Subsidiary (i) is
         in default under or in violation of (and no event has occurred that has
         not been  waived  that,  with  notice  or lapse of time or both,  would
         result in a default by the Company or any  Subsidiary  under),  nor has
         the Company or any Subsidiary  received notice of a claim that it is in
         default  under or that it is in violation  of, any  indenture,  loan or
         credit  agreement or any other agreement or instrument to which it is a
         party or by which it or any of its  properties is bound (whether or not
         such default or violation has been waived), (ii) is in violation of any
         order of any court, arbitrator or governmental body, or (iii) is or has
         been  in  violation  of  any  statute,   rule  or   regulation  of  any
         governmental  authority,  including  without  limitation  all  foreign,
         federal, state and local laws applicable to its business except in each
         case as could not have a Material  Adverse Effect.  The Company and its
         shareholders,  comprising  of all  shareholders  that have more than 1%
         shareholding   of  the   Company,   represent   and  warrant  that  the
         transactions   contemplated  in  the  Transaction   Agreements  are  in
         compliance  and shall be completed in  accordance  with all  applicable
         laws,  rules,  and  regulations  of all  applicable  governing  bodies,
         including,  but not limited to, all federal,  state and local  security
         laws

                  T.  REGULATORY  PERMITS.  The  Company  and  the  Subsidiaries
         possess all  certificates,  authorizations  and  permits  issued by the
         appropriate  federal,  state, local or foreign  regulatory  authorities
         necessary  to conduct  their  respective  businesses,  except where the
         failure  to  possess  such  permits  could  not have or  reasonably  be
         expected to result in a Material Adverse Effect  ("MATERIAL  PERMITS"),

                                    Page 12
<PAGE>

         and neither the Company nor any  Subsidiary  has received any notice of
         proceedings  relating to the revocation or modification of any Material
         Permit.

                  U. TITLE TO ASSETS.  The Company has good and marketable title
         in fee  simple  to all real  property  owned  that is  material  to the
         business of the Company and good and  marketable  title in all personal
         property owned that is material to the business of the Company, in each
         case free and clear of all Liens, except for Liens as do not materially
         affect the value of such property and do not materially  interfere with
         the use made and  proposed  to be made of such  property by the Company
         and Liens for the payment of federal, state or other taxes, the payment
         of which is  neither  delinquent  nor  subject to  penalties.  Any real
         property  and  facilities  held  under  lease  by the  Company  and the
         Subsidiaries  are held by them under valid,  subsisting and enforceable
         leases of which the Company and the Subsidiaries are in compliance.

                  V. PATENTS AND  TRADEMARKS.  The Company and the  Subsidiaries
         have,  or  have  rights  to  use,  all  patents,  patent  applications,
         trademarks,   trademark  applications,   service  marks,  trade  names,
         copyrights, licenses and other similar rights necessary or material for
         use in  connection  with  their  respective  businesses  and  which the
         failure to so have could have a Material Adverse Effect  (collectively,
         the  "INTELLECTUAL  PROPERTY  RIGHTS").  Neither  the  Company  nor any
         Subsidiary has received a written notice that the Intellectual Property
         Rights used by the Company or any Subsidiary violates or infringes upon
         the rights of any Person.  To the  knowledge of the  Company,  all such
         Intellectual  Property  Rights are enforceable and there is no existing
         infringement  by  another  Person of any of the  Intellectual  Property
         Rights of others.

                  W. INSURANCE.  The Company and the Subsidiaries are insured by
         insurers of recognized financial responsibility against such losses and
         risks  and  in  such  amounts  as  are  prudent  and  customary  in the
         businesses in which the Company and the  Subsidiaries  are engaged,  at
         least  equal  to the  Purchase  Amount.  All  insurance  contracts  and
         policies  are  accurate  and  complete.  Neither  the  Company  nor any
         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 without a significant increase in cost.

                  X.  TRANSACTIONS  WITH  AFFILIATES AND EMPLOYEES.  None of the
         officers or directors  of the Company and none of the  employees of the
         Company is presently a party to any transaction with the Company or any
         Subsidiary  (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 entity in which any officer, director, or
         any  such  employee  has a  substantial  interest  or  is  an  officer,
         director,  trustee or partner,  in each case in excess of $50,000 other
         than  (i) for  payment  of  salary  or  consulting  fees  for  services

                                    Page 13
<PAGE>

         rendered,  (ii)  reimbursement  for expenses  incurred on behalf of the
         Company and (iii) for other employee  benefits,  including stock option
         agreements under any stock option plan of the Company.


                  Y. TAX STATUS. Except for matters that would not, individually
         or in the aggregate,  have a Material  Adverse Effect,  the Company and
         each  Subsidiary  has filed all  necessary  federal,  state and foreign
         income and  franchise  tax  returns  and has paid or accrued  all taxes
         shown  as due  thereon,  and  the  Company  has no  knowledge  of a tax
         deficiency which has been asserted or threatened against the Company or
         any Subsidiary.

                  AA. NO DISAGREEMENTS  WITH ACCOUNTANTS AND LAWYERS.  There are
         no  disagreements  of  any  kind  presently  existing,   or  reasonably
         anticipated  by the  Company  to arise,  between  the  accountants  and
         lawyers formerly or presently employed by the Company,  and the Company
         is  current  with  respect  to any  fees  owed to its  accountants  and
         lawyers.  By making this  representation,  the Company does not, in any
         manner,  waive the attorney/client  privilege or the confidentiality of
         the communications between the Company and its lawyers.

         4. CERTAIN COVENANTS AND ACKNOWLEDGMENTS.

                  A. TRANSFER RESTRICTIONS. The Purchasers acknowledges that (1)
         the  Securities  have not been and are not being  registered  under the
         provisions of the 1933 Act and, except as provided in the  Registration
         Rights  Provisions or otherwise  included in an effective  registration
         statement,  the Shares have not been and are not being registered under
         the  1933  Act,  and may not be  transferred  unless  (A)  subsequently
         registered  there under or (B) the  Purchasers  shall have delivered to
         the Company an opinion of  counsel,  reasonably  satisfactory  in form,
         scope and substance to the Company,  to the effect that the  Securities
         to be sold or  transferred  may be sold or  transferred  pursuant to an
         exemption from such  registration;  (2) any sale of the Securities made
         in reliance on Rule 144 promulgated under the 1933 Act ("Rule 144") may
         be made only in accordance with the terms of said Rule and further,  if
         said  Rule is not  applicable,  any  resale  of such  Securities  under
         circumstances in which the seller,  or the Person through whom the sale
         is made,  may be deemed to be an  underwriter,  as that term is used in
         the 1933 Act, may require  compliance  with some other  exemption under
         the 1933 Act or the rules and  regulations of the SEC there under;  and
         (3) neither the Company nor any other Person is under any obligation to
         register the Securities (other than pursuant to the Registration Rights
         Provisions)  under  the  1933  Act or to  comply  with  the  terms  and
         conditions of any exemption there under.

                  B. RESTRICTIVE LEGEND. The Purchasers  acknowledges and agrees
         that, until such time as the relevant shares have been registered under
         the 1933 Act, as contemplated by the Registration Rights Provisions and
         sold  in  accordance  with  an  effective   Registration  Statement  or
         otherwise in accordance with another effective registration  statement,
         the  certificates  and  other  instruments   representing  any  of  the
         Securities  shall  bear  a  restrictive  legend  in  substantially  the
         following  form  (and  a  stop-transfer  order  may be  placed  against
         transfer of any such Securities):

                                    Page 14
<PAGE>

         THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF
         1933, AS AMENDED,  OR THE  SECURITIES  LAWS OF ANY STATE AND MAY NOT BE
         SOLD OR OFFERED  FOR SALE IN THE ABSENCE OF AN  EFFECTIVE  REGISTRATION
         STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE
         ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

                  C.  FILINGS.  The  Company  undertakes  and agrees to make all
         necessary  filings in connection with the sale of the Securities to the
         Purchasers  under any United States laws and regulations  applicable to
         the Company,  or by any domestic securities exchange or trading market,
         and to provide a copy  thereof to the  Purchasers  promptly  after such
         filing.

                  D.  REPORTING  STATUS.  After the Company  becomes a reporting
         Company under the '34 Act, so long as the Purchasers  beneficially  own
         any of the  shares of its  common  stock,  the  Company  shall file all
         reports  required  to be filed with the SEC  pursuant  to Section 13 or
         15(d) of the 1934  Act,  shall  take all  reasonable  action  under its
         control to ensure that adequate current public information with respect
         to the Company,  as required in accordance  with Rule  144(c)(2) of the
         1933 Act, is publicly available,  and shall not terminate its status as
         an issuer  required to file reports under the 1934 Act even if the 1934
         Act  or  the  rules  and  regulations   thereunder  would  permit  such
         termination.  The Company  will take all  reasonable  action  under its
         control to maintain the continued  listing and quotation and trading of
         its  common  stock  (including,  without  limitation,  all  Registrable
         Securities)  on  the  Principal  Trading  Market  or a  listing  on the
         NASDAQ/Small Cap or National  Markets and, to the extent  applicable to
         it, will comply in all material respects with the Company's  reporting,
         filing  and  other  obligations  under  the  by-laws  or  rules  of the
         Principal Trading Market and/or the National  Association of Securities
         Dealers,  Inc., as the case may be, applicable to it for so long as the
         Holders  beneficially owns any of the shares or has a security interest
         in the Pledged Shares.

                  E. USE OF PROCEEDS. The Company will use the proceeds received
         hereunder  and from IPO for working  capital,  pursuant to its business
         plan and  budget,  and not for  payment of any  antecedent  debt of the
         Company.

                  F.  WARRANT.  The  Company  agrees  to  issue a  warrant  (the
         "Warrant") to the Purchasers on the Closing Date. The terms relating to
         the Warrant  are  provided  in EXHIBIT A annexed  hereto,  the terms of
         which are incorporated  herein by reference.  All of the Warrant Shares
         shall have Registration Rights Provisions.

                  G. PIGGY-BACK RIGHTS; RULE 144; DEMAND REGISTRATION RIGHTS.

                           (i) The Purchasers shall have piggy-back registration
                  rights with respect to the Registerable  Securities subject to
                  the  conditions set forth below.  If the Company  participates
                  (whether  voluntarily or by reason of an obligation to a third

                                    Page 15
<PAGE>

                  party) in the  registration  of any  shares  of the  Company's
                  stock, NOT including an Initial Public  Offering,  the Company
                  shall give written notice thereof to the Holder and the Holder
                  shall have the right, exercisable within ten (10) Trading Days
                  after receipt of such notice,  to demand inclusion of all or a
                  portion  of  the  Holder's  Registerable  Securities  in  such
                  registration    statement    (a    "Subsequent    Registration
                  Statement"),  without any  cutbacks,  except that  Purchasers,
                  collectively, may not require Registration of more than 10% of
                  the total issued and  outstanding  common stock. If the Holder
                  exercises  such  election,  the  Registerable   Securities  so
                  designated  shall be  included in the  registration  statement
                  (without  any  holdbacks)  at no cost or expense to the Holder
                  (other than any commissions,  if any,  relating to the sale of
                  Holder's  shares).  Each  Holder's  rights  under this Section
                  4(g)(i)  shall expire at such time as such Holder can sell all
                  of such Holder's remaining Registerable  Securities under Rule
                  144 (as defined below) without volume or other restrictions or
                  limit.

                           (ii) The parties  acknowledge  that the damages which
                  may be incurred by the Holder if the Company  does not fulfill
                  its  obligations  under  subparagraph  (i)  above,  which will
                  affect  the  Holder's  ability  to  sell  the  shares,  may be
                  difficult to ascertain.

                           (iii) With a view to making  available  to the Holder
                  the benefits of Rule 144 promulgated under the 1933 Act or any
                  other  similar rule or  regulation  of the SEC that may at any
                  time permit  Holder to sell  securities  of the Company to the
                  public without  registration  (collectively,  "Rule 144"), the
                  Company agrees to:

                                    (a)  Make  and   keep   public   information
                           available,  as those terms are understood and defined
                           in Rule 144;

                                    (b) when Registered, to file with the SEC in
                           a timely  manner  all  reports  and  other  documents
                           required  of the  Company  under the 1933 Act and the
                           1934 Act; and

                                    (c) after Registration of the common shares,
                           furnish  to the  Holder  so long as such  party  owns
                           Registerable Securities, promptly upon request, (i) a
                           written statement by the Company that it has complied
                           with the reporting requirements of Rule 144, the 1933
                           Act and the 1934 Act,  (ii) if not  available  on the
                           SEC's EDGAR system,  a copy of the most recent annual
                           or  quarterly  report of the  Company  and such other
                           reports  and  documents  so filed by the  Company and
                           (iii) such  other  information  as may be  reasonably
                           requested   to  permit   the   Holder  to  sell  such
                           securities pursuant to Rule 144 without registration;
                           and

                                    Page 16
<PAGE>

                                    (d)  At  the  request  of  any  Holder  then
                           holding  Registerable  Securities,  give the Transfer
                           Agent  instructions   (supported  by  an  opinion  of
                           Company  counsel,  if  required or  requested  by the
                           Transfer Agent) to the effect that, upon the Transfer
                           Agent's receipt from such Holder of

                                             (i)  a  certificate  (a  "Rule  144
                                    Certificate")   certifying   (A)   that  the
                                    Holder's  holding  period (as  determined in
                                    accordance  with the provisions of Rule 144)
                                    for the shares which the Holder  proposes to
                                    sell (the  "Securities  Being  Sold") is not
                                    less than (1) year and (B) as to such  other
                                    matters as may be  appropriate in accordance
                                    with Rule 144 under the Securities Act, and

                                             (ii)an     opinion    of    counsel
                                    acceptable to the Company that, based on the
                                    Rule 144 Certificate,  Securities Being Sold
                                    may be sold  pursuant to the  provisions  of
                                    Rule  144,   even  in  the   absence  of  an
                                    effective   registration   statement,    the
                                    Transfer  Agent is to effect the transfer of
                                    the  Securities  Being Sold and issue to the
                                    Purchaser(s) or transferee(s) thereof one or
                                    more  stock  certificates  representing  the
                                    transferred  Securities  Being Sold  without
                                    any restrictive legend and without recording
                                    any restrictions on the  transferability  of
                                    such shares on the  Transfer  Agent's  books
                                    and  records  (except to the extent any such
                                    legend or  restriction  results  from  facts
                                    other  than  the  identity  of the  relevant
                                    Holder, as the seller or transferor thereof,
                                    or  the  status,   including   any  relevant
                                    legends  or  restrictions,  of the shares of
                                    the Securities  Being Sold while held by the
                                    Purchasers).    If   the   Transfer    Agent
                                    reasonably     requires    any    additional
                                    documentation  at the time of the  transfer,
                                    the  Company  shall  deliver  or cause to be
                                    delivered  all  such  reasonable  additional
                                    documentation   as  may  be   necessary   to
                                    effectuate  the  issuance  of an  unlegended
                                    certificate.

                           (iv)Notwithstanding  the foregoing, if at any time or
                  from  time to time  after  the  date of  effectiveness  of the
                  registration  statement,  the Company  notifies  the Holder in
                  writing of the  existence  of a Potential  Material  Event (as
                  defined  below),  the  Holder  shall  not  offer  or sell  any
                  Registerable  Securities,  or engage in any other  transaction
                  involving or relating to the Registerable Securities, from the
                  time of the  giving  of notice  with  respect  to a  Potential
                  Material Event until the Holder  receives  written notice from
                  the Company that such Potential Material Event either has been
                  disclosed to the public or no longer  constitutes  a Potential
                  Material Event; PROVIDED, HOWEVER, that the Company may not so
                  suspend such right other than during a  reasonable  suspension
                  period according to then industry standards and practices. The
                  term  "Potential  Material  Event" means any of the following:
                  (i) the possession by the Company of material  information not
                  ripe for disclosure in a registration  statement,  which shall
                  be evidenced by  determinations  in good faith by the Board of
                  Directors of the Company that  disclosure of such  information
                  in the  registration  statement  would be  detrimental  to the

                                    Page 17

<PAGE>

                  business  and  affairs of the  Company;  or (ii) any  material
                  engagement or activity by the Company which would, in the good
                  faith  determination of the Board of Directors of the Company,
                  be  adversely   affected  by  disclosure  in  a   registration
                  statement  at  such  time,   which   determination   shall  be
                  accompanied  by a good  faith  determination  by the  Board of
                  Directors of the Company that the registration statement would
                  be  materially   misleading   absent  the  inclusion  of  such
                  information.

                           (v)  At any  time  ninety  (90)  days  following  the
                  Company's IPO, if the Company shall receive a written  request
                  (specifying  that it is being made  pursuant  to this  SECTION
                  4.G.(V)) from  Purchasers that the Company file a registration
                  statement under the 1933 Act, or a similar  document  pursuant
                  to any other statute then in effect  corresponding to the 1933
                  Act, covering the registration of the Registrable  Securities,
                  then the  Company  shall  promptly,  and in any case not later
                  than 90 days after receipt by the Company of a written request
                  for a demand  registration  pursuant to this  SECTION  4.G.(V)
                  (except that such filing may be coordinated  with the close of
                  the fiscal year of the Company), file a registration statement
                  with the SEC  relating to such  Registrable  Securities  as to
                  which such request for a demand  registration  relates and the
                  Company   shall  use  its  best   efforts  to  cause  all  the
                  Registrable Securities, to be registered under the 1933 Act

                  H.  PUBLICITY,  FILINGS,  RELEASES,  ETC.  Each of the parties
         agrees that it will not  disseminate  any  information  relating to the
         Transaction  Agreements  or  the  transactions   contemplated  thereby,
         including issuing any press releases,  holding any press conferences or
         other  forums,  or  filing  any  reports  (collectively,  "Publicity"),
         without  giving  the  other  party  reasonable  advance  notice  and an
         opportunity  to comment on the  contents  thereof.  Neither  party will
         include in any such  Publicity  any  statement or  statements  or other
         material to which the other  party  reasonably  objects,  unless in the
         reasonable  opinion of counsel to the party  proposing such  statement,
         such statement is legally required to be included.  Notwithstanding the
         foregoing,  each of the parties hereby consents to the inclusion of the
         text of the Transaction Agreements in filings made with the SEC as well
         as any  descriptive  text  accompanying or part of such filing which is
         accurate  and  reasonably  determined  by the  Company's  counsel to be
         legally required.

                  I. CURRENT SHAREHOLDERS SALE RIGHTS. The current shareholders,
         according to the shareholding structure as in EXHIBIT F, of the company
         as of date  hereof,  agree  that they as well as the  Service  Provider
         shall  execute  separate  Lockup  Agreements  EXHIBIT  H,  in the  form
         attached  hereto,  which will  provide  that they agree to refrain from
         selling  any of their stock into public  market  other than  defined in
         this Lockup Agreements.


                                    Page 18
<PAGE>

         5. TRANSFER AGENT INSTRUCTIONS.

                  A. The Company  warrants that, with respect to the Securities,
         other than the stop  transfer  instructions  to give  effect to Section
         4(a)  hereof,   it  will  give  its  transfer  agent  no   instructions
         inconsistent  with  instructions to issue common stock to the Holder as
         contemplated in the Transaction Agreements.  Except as so provided, the
         shares shall otherwise be freely  transferable on the books and records
         of the Company as and to the extent  provided in this Agreement and the
         other Transaction  Agreements.  Nothing in this Section shall affect in
         any way the  Purchasers'  obligations  and agreement to comply with all
         applicable  securities  laws  upon  resale  of the  Securities.  If the
         Purchasers  provides the Company with an opinion of counsel  reasonably
         satisfactory  to the  Company  that  registration  of a  resale  by the
         Purchasers of any of the Securities in accordance with clause (1)(B) of
         Section 4(a) of this  Agreement is not required under the 1933 Act, the
         Company shall (except as provided in clause (2) of Section 4(a) of this
         Agreement) permit the transfer or reissue of the shares  represented by
         one or more  certificates  for common  stock  without  legend (or where
         applicable,  by  electronic  registration)  in  such  name  and in such
         denominations as specified by the Purchasers.

                  B. The  Company  will  authorize  the  Transfer  Agent to give
         information  relating  to the  Company  directly  to the  Holder or the
         Holder's  representatives  upon the  request  of the Holder or any such
         representative,  to the  extent  such  information  relates  to (i) the
         status of shares of common  stock issued or claimed to be issued to the
         Holder in  connection  with a Notice of Exercise or transfer of Pledged
         Shares to the  Holder,  or (ii) the  aggregate  number  of  outstanding
         shares  of  common  stock  of all  shareholders  (as a  group,  and not
         individually)  as of a current or other  specified date. At the request
         of the Holder,  the Company  will provide the Holder with a copy of the
         authorization so given to the Transfer Agent.

         6. CLOSING DATE.

                  A. The Closing Date shall occur on the date which is the first
         Trading Day after each of the Conditions contemplated by Sections 7 and
         8 hereof  shall have either been  satisfied or been waived by the party
         in whose favor such conditions run.

                  B. The closing of the Transactions  shall occur on the Closing
         Date at the  offices  of the  Purchasers  and shall take place no later
         than 3:00 P.M., PDT time, on such day or such other time as is mutually
         agreed upon by the Company and the Purchasers.

         7. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

         The  Purchasers  understand  that the Company's  obligation to sell the
         Shares,  the Warrant and any  securities in  connection  with any other
         agreement executed by the parties hereto is conditioned upon:

                  A.  The  execution  and  delivery  of  this  Agreement  by the
         Purchasers;

                                    Page 19
<PAGE>

                  B. Delivery by the  Purchasers to the Company of good funds as
         payment in full of an amount equal to the Purchase Amount in accordance
         with this Agreement;

                  C. The accuracy on such  Closing  Date of the  representations
         and warranties of the Purchasers  contained in this Agreement,  each as
         if made on such  date,  and the  performance  by the  Purchasers  on or
         before such date of all  covenants  and  agreements  of the  Purchasers
         required to be performed on or before such date; and

                  D. There  shall not be in effect any law,  rule or  regulation
         prohibiting or restricting the  transactions  contemplated  hereby,  or
         requiring any consent or approval which shall not have been obtained.

         8. CONDITIONS TO THE PURCHASERS' OBLIGATION TO PURCHASE.

         The Company understands that the Purchasers' obligation to purchase the
         Pledged Shares on the Closing Date is conditioned upon:

                  A. The execution and delivery of this  Agreement and the other
         Transaction Agreements by the Company;

                  B.   Delivery  by  the  Company  to  the   Purchasers  of  the
         Certificates in accordance with this Agreement or any other  agreements
         between the parties;

                  C. The execution and delivery of the Services Agreement by and
         between Company and Purchasers (Exhibit B);

                  D. The execution and delivery of the Employment  Agreements by
         the principal  officers  containing  covenants not to compete  within a
         period of 30 days from signing of this agreement

                  E. The execution and delivery of the Warrant;

                  F. The accuracy in all  material  respects on the Closing Date
         of the  representations and warranties of the Company contained in this
         Agreement,  each as if made on such date,  and the  performance  by the
         Company on or before such date of all covenants  and  agreements of the
         Company required to be performed on or before such date;

                  K. The Company shall provide consolidated pro forma and 3 year
         projected  financial  statements (income statement,  balance sheet, and
         cash flow) including acquisitions and total capital requirements within
         a period of 30 days from signing of this agreement.

                  M. A complete list of shareholders of the Company as EXHIBIT F

                                    Page 20
<PAGE>

                  O.  Due  Diligence   report  titled   "Sungame  Due  Diligence
         September  2008" ( as  submitted  in  EXIBIT  E),and  submitted  by the
         Company,  being self  attested  as  "Certified  True as on Date" by all
         current shareholdersAdversor Inc.

                  P.  Summary  of  Agreements  titled  "SUMMARY  OF  AGREEMENTS,
         FINANCIAL  COMMITMENTS AND PROJECTED  UTILIZATION OF FUNDS BY SUNGAME",
         and submitted by the Company, being self attested as "Certified True as
         on Date" by the Company.

                  Q. Current and future validity of  representations  as made in
         Section 3, titled "COMPANY REPRESENTATIONS, ETC" and EXHIBIT C



         9. BOARD OF DIRECTORS.

         For a period not to exceed one year  after the  Company  becomes a full
         reporting company under Section 12(g) of the Securities Exchange Act of
         1934, the shareholders of the Company and the Company agree to nominate
         and maintain a Board of Directors  constituting five persons.  Further,
         the parties agree:

                  A. Guy Robert  shall  appoint  two  directors  to the Board of
         Directors;

                  B. Purchasers  have the right,  upon signing of this agreement
         and  completion of first payment to Sungame as part of this  agreement,
         to appoint two Directors to the Board of Directors

                  C. The four  directors,  appointed as set forth  above,  shall
         seek,  agree upon,  and  appoint a fifth  independent  director  within
         fifteen days after the  acceptance  of the  Directors  appointed  under
         sub-paragraph (b) above.

                  D. All existing shareholders shall vote in a way to facilitate
         and provision this section  including but not limited to appointment of
         two directors nominated by Purchasers.

                  E. After one year following  effectiveness of the Registration
         of the Company with the SEC,  those  procedures set forth in Section 14
         of the  Securities  Exchange Act of 1934 shall be followed for election
         of directors.  The Company agrees that it shall nominate Diamond Star's
         nominees for director as part of the management  slate of Directors for
         annual  election  of  directors  for  so  long  as  Diamond  Star  is a
         beneficial owner of at least 10% of the outstanding common stock of the
         Company.


         10.  ROLE OF MINDZEYE CONSULTING:INDEMNITY

                  a. All parties  herewith  agree and  confirm  that the role of
         Mindzeye  Consulting in context of this  Agreement has been that of the
         advisor  and third  party  observer  to the  transactions  between  the

                                    Page 21
<PAGE>

         Company and the Purchasers.  And that  participation  in this Agreement
         cannot be construed by anyone as Mindzeye  Consulting  being one of the
         Purchasers.

                  b.  Both  Parties,  the  Purchasers  and the  Company,  hereby
         automatically  indemnify and hold harmless  Mindzeye  Consulting,  it's
         officers,  directors,  employees,  agents and representatives  from and
         against any and all claims, damages,  costs,  judgments,  penalties and
         expenses   of  any   kind   (including   reasonable   legal   fees  and
         disbursements) which may be obtained against,  imposed upon or suffered
         by any of them, due to breach or termination  or  misrepresentation  by
         either the Company or the Purchasers as part of this Agreement.


         11. GOVERNING LAW: MISCELLANEOUS.

                           A.  (i)  This  Agreement  shall  be  governed  by and
                  interpreted  in  accordance  with  the  laws of the  State  of
                  Delaware for  contracts  to be wholly  performed in such state
                  and without giving effect to the principles  thereof regarding
                  the  conflict  of laws.  Each of the  parties  consents to the
                  exclusive  jurisdiction  of the federal courts whose districts
                  encompass  any part of the  County  of  Delaware  or the state
                  courts  of the  State of  Delaware  sitting  in the  County of
                  Delaware in  connection  with any dispute  arising  under this
                  Agreement  or any  of the  other  Transaction  Agreements  and
                  hereby  waives,  to the maximum  extent  permitted by law, any
                  objection,   including  any  objection   based  on  FORUM  NON
                  CONVENIENS,  to the  bringing of any such  proceeding  in such
                  jurisdictions  or to any claim  that  such  venue of the suit,
                  action or proceeding is improper.  To the extent determined by
                  such court, the Company shall reimburse the Purchasers for any
                  reasonable  legal  fees  and  disbursements  incurred  by  the
                  Purchasers  in  enforcement  of or  protection  of  any of its
                  rights  under any of the  Transaction  Agreements.  Nothing in
                  this Section  shall affect or limit any right to serve process
                  in any other manner permitted by law.

                           (ii)The  Company and the Purchasers  acknowledge  and
                  agree that  irreparable  damage  would occur in the event that
                  any  of  the   provisions  of  this  Agreement  or  the  other
                  Transaction  Agreements  were not performed in accordance with
                  their  specific  terms  or  were  otherwise  breached.  It  is
                  accordingly  agreed that the  parties  shall be entitled to an
                  injunction or  injunctions  to prevent or cure breaches of the
                  provisions  of  this  Agreement  and  the  other   Transaction
                  Agreements   and  to  enforce   specifically   the  terms  and
                  provisions  hereof and thereof,  this being in addition to any
                  other  remedy to which any of them may be  entitled  by law or
                  equity.

                  B.  Failure of any party to exercise any right or remedy under
         this  Agreement or otherwise,  or delay by a party in  exercising  such
         right or remedy, shall not operate as a waiver thereof.

                                    Page 22
<PAGE>

                  C. This Agreement shall inure to the benefit of and be binding
         upon the successors and assigns of each of the parties hereto.

                  D.  All  pronouns  and any  variations  thereof  refer  to the
         masculine,  feminine or neuter,  singular or plural, as the context may
         require.

                  E. A facsimile  transmission of this signed Agreement shall be
         legal and binding on all parties hereto.

                  F. This  Agreement may be signed in one or more  counterparts,
         each of which shall be deemed an original.

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

                  H. If any  provision  of this  Agreement  shall be  invalid or
         unenforceable in any jurisdiction,  such invalidity or unenforceability
         shall not affect the  validity or  enforceability  of the  remainder of
         this Agreement or the validity or  enforceability  of this Agreement in
         any other jurisdiction.

                  I. This  Agreement  may be amended  only by an  instrument  in
         writing signed by the party to be charged with enforcement thereof.

                  J.  This  Agreement   supersedes  all  prior   agreements  and
         understandings  among the parties  hereto  with  respect to the subject
         matter hereof.

                  K. In the  event  that a  party  to this  Agreement  seeks  to
         enforce this  Agreement  alleging a default,  in any legal action,  the
         prevailing  party in such  action  shall be entitled to an award of all
         reasonable legal fees and costs.

         12. NOTICES.  Any notice required or permitted hereunder shall be given
in writing (unless otherwise  specified herein) and shall be deemed  effectively
given on the earliest of

                  A. The date  delivered,  if delivered by personal  delivery as
         against   written   receipt   therefor   or  by   confirmed   facsimile
         transmission,

                  B. The fifth Trading Day after deposit,  postage  prepaid,  in
         the United States Postal Service by registered or certified mail, or

                  C.  The  third  Trading  Day  after  mailing  by  domestic  or
         international express courier, with delivery costs and fees prepaid, in
         each case, addressed to each of the other parties thereunto entitled at
         the following  addresses (or at such other  addresses as such party may
         designate by ten (10) days' advance  written notice  similarly given to
         each of the other parties hereto):

                                    Page 23
<PAGE>

         COMPANY:    At the address set forth at the head of this Agreement.
                     Sungame Corporation
                     Attn: Guy Robert
                     ir@sugame.com


         PURCHASERS: MINDZEYE CONSULTING PTE LTD
                     Attn: Mr Amit Anand
                     amit.anand@mindzeye.com


         13. SURVIVAL OF REPRESENTATIONS  AND WARRANTIES.  The Company's and the
Purchasers'  representations  and warranties  herein shall survive the execution
and  delivery of this  Agreement  and the delivery of the  Certificates  and the
payment of the Purchase Amount, and shall inure to the benefit of the Purchasers
and the Company and their respective successors and assigns.


                   [Balance of page intentionally left blank]






























                                    Page 24
<PAGE>




         IN  WITNESS  WHEREOF,  this  Agreement  has been duly  executed  by the
following parties as of the date set first above written.


SUNGAME CORPORATION                 MINDZEYE CONSULTING PTE LTD


By: ______________________________  By: _________________________________
Name:                               Name: Amit Vedprakash Anand
Title: President and CEO            Title: CEO


For ADVERSOR INC
By:_______________________________
Name:_____________________________
Title:____________________________

For Friedland Global Capital Markets LLC
By: ______________________________
Name: ____________________________
Title: ___________________________

For Ranulf Goss
By:_______________________________
Name: ____________________________
Title: ___________________________

For Lorin Cohen
By:_______________________________
Name: ____________________________
Title: ___________________________

For JL   Penn Investments
By:_______________________________
Name: ____________________________
Title: ___________________________

For Global Investments Advisors LLC
By:_______________________________
Name: ____________________________
Title: ___________________________


                                    Page 25

<PAGE>



         EXHIBIT A      FORM OF WARRANT

         EXHIBIT B      FORM OF SERVICES AGREEMENT

         EXHIBIT C      OFFICERS CERTIFICATE

         EXHIBIT D      COMPANY DISCLOSURE MATERIALS

         EXHIBIT E      COMPANY DUE DILLIGENCE SEPTEMBER 2008

         EXHIBIT F      COMPANY SHAREHOLDING STRUCTURE AS ON DATE OF AGREEMENT

         EXHIBIT G      SUMMARY OF AGREEMENTS, FINANCIAL COMMITMENTS AND
                        PROJECTED UTILIZATION OF FUNDS BY SUNGAME

         EXHIBIT H      LOCK UP AGREEMENTS





























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