SECURITIES
      PURCHASE AGREEMENT

    


    BETWEEN

    


    JORDAN
      1 HOLDINGS COMPANY

    


    AND

    BARRON
      PARTNERS LP and

    the
      Equity Investors Named Herein

    


    DATED

    


    July
      20, 2006

    
 

    
 

    
      
        SECURITIES
          PURCHASE AGREEMENT

      

      
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          1

        
          

        

      

      
        
        

      

    

    SECURITIES
      PURCHASE AGREEMENT

    


    This
      SECURITIES PURCHASE AGREEMENT (the “Agreement”)
      is
      made and entered into as of the 20th
      day of
      July, 2006 between Jordan
      1 Holdings Company, a
      Delaware corporation (the “Company”)
      and
Barron
      Partners LP, a
      Delaware limited partnership (“Barron”),
      and
      the other investors named in Schedule A to this Agreement (the “Equity
      Investors”),
      Barron and the Equity Investors being collectively referred to as the
“Investors”
and
      each, individually, an “Investor.”

     

    RECITALS

     

    WHEREAS,
      the
      Barron wish
      to
      purchase from the Company, upon the terms and subject to the conditions of
      this
      Agreement, for the that portion of the Purchase Price as hereinafter defined
      as
      is set forth after Barron’s name on Schedule A to this Agreement, (a) the
      Company’s promissory note (the “Note”)
      in the
      principal amount of one million dollars ($1,000,000), (b) four million seven
      hundred twenty two thousand two hundred twenty two (4,722,222)
      shares of the Company’s Series A Convertible Preferred Stock, par value $.001
      per share (“Series
      A Preferred Stock”),
      with
      each shares of Series A Preferred Stock being convertible into three (3) shares
      of the
      Company’s common stock, par value $.001 per shares (“Common
      Stock”),
      and (c)
      Common Stock Purchase Warrants (the “Warrants”)
      to
purchase
      up to nine million six hundred twenty four thousand three hundred sixty nine
      (9,624,369) shares of Common Stock, at an exercise price of thirty five cents
      ($.35) per share, and nine million six hundred twenty four thousand three
      hundred sixty nine (9,624,369) shares of Common Stock at an exercise price
      of
      sixty cents ($.60) per share. The Note, shares of Series A Preferred Stock,
      Warrants and shares of Common Stock issuable upon exercise or conversion of
      the
      Note, the Series A Preferred Stock and the Warrants issuable to the Investors
      pursuant to this Agreement are referred to collectively as the “Securities.”
      The
      Note
      and the Series A Preferred Stock will be convertible into shares of the Common
      Stock in the manner set forth in the Note and in the Certificate of Designation,
      as hereinafter defined;
      and


     

    WHEREAS,
      each of
      the Equity Investors, severally, wishes
      to
      purchase from the Company, upon the terms and subject to the conditions of
      this
      Agreement, for the that portion of the Purchase Price as hereinafter defined
      as
      is set forth after such Equity Investor’s name on Schedule A to this Agreement,
      that portion of (a) five hundred fifty five thousand five hundred fifty six
      (555,556) shares
      of
      Series A Preferred Stock, and (b) Warrants to purchase
      up to nine hundred sixteen thousand six hundred thirty one (916,631) shares
      of
      Common Stock at an exercise price of thirty five cents ($.35) per share, and
      nine hundred sixteen thousand six hundred thirty one (916,631) shares of Common
      Stock at an exercise price of sixty cents ($.60) per share as is set forth
      after
      such Equity Investor’s name on said Schedule A; 

     

    WHEREAS,
      pursuant
      to a separate agreement, but as part of the transaction whereby the Investors
      are purchasing the Securities, (i) the holders of all of the issued and
      outstanding common stock of Delaware Fastener Acquisition Corp., a Delaware
      corporation (“DFAC”), in exchange for five million three hundred sixty two
      thousand (5,362,000) shares of Common Stock, representing shares of Common
      Stock
      and shares of the Company’s Series B Convertible Preferred Stock, par value
      $.001 per share (“Series
      B Preferred Stock”)
      pursuant to a stock exchange agreement (the “Exchange Agreement”) by and among
      such stockholders and the Company, (ii) DFAC is acquiring assets of Freundlich
      Supply Company, Inc., a New York corporation (“Freundlich”)
      pursuant to an asset purchase agreement (the “Asset
      Purchase Agreement”)
      dated
      May 24, 2006, by and among Freundlich, Michael Freundlich and DFAC, and (iii)
      the Company is purchasing from a principal stockholder of the Company a total
      of
      twenty nine million (29,000,000) shares of Common Stock (without giving effect
      to the Reverse Split) for a purchase price not to exceed five hundred fifty
      thousand dollars ($550,000) plus four hundred thousand (400,000) shares of
      Common Stock (after giving effect to the Reverse Split, as hereinafter defined)
      pursuant to an agreement between such stockholder and the Company (the
“Jordan
      Agreement”);
      and

     

    
      
        SECURITIES
          PURCHASE AGREEMENT

      

      
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          2

        
          

        

      

      
        
        

      

    

    WHEREAS,
      the
      parties intend to memorialize the purchase and sale of the
      Securities.

     

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

    


    ARTICLE
      I

     

    INCORPORATION
      BY REFERENCE AND DEFINITIONS

     

    
      	
              1.1.

            	
              Incorporation
                by Reference.
                The foregoing recitals and the Exhibits and Schedules attached hereto
                and
                referred to herein, are hereby acknowledged to be true and accurate,
                and
                are incorporated herein by this
                reference.

            


    

     

    
      	
              1.2.

            	
              Supersedes
                Other Agreements.
                This Agreement, to the extent that it is inconsistent with any other
                instrument or understanding among the parties, shall supersede such
                instrument or understanding to the fullest extent permitted by law.
                A copy
                of this Agreement shall be filed at the Company’s principal
                office.

            


    

     

    
      	
              1.3.

            	
              Certain
                Definitions.
                For purposes of this Agreement, the following capitalized terms shall
                have
                the following meanings (all capitalized terms used in this Agreement
                that
                are not defined in this Article 1 shall have the meanings set forth
                elsewhere in this Agreement):

            


    

     

    1.3.1. “4.9%
      Limitation”
has
      the
      meaning set forth in Section 2.1.2 of this Agreement.

     

    1.3.2. “1933
      Act”
means
      the Securities Act of 1933, as amended.

     

    1.3.3. “1934
      Act”
means
      the Securities Exchange Act of 1934, as amended.

     

    1.3.4. “Affiliate”
means
      a
      Person or Persons directly or indirectly, through one or more intermediaries,
      controlling, controlled by or under common control with the Person(s) in
      question. The term “control,” as used in the immediately preceding sentence,
      means, with respect to a Person that is a corporation, the right to the
      exercise, directly or indirectly, of more than 50% of the voting rights
      attributable to the shares of such controlled corporation and, with respect
      to a
      Person that is not a corporation, the possession, directly or indirectly, of
      the
      power to direct or cause the direction of the management or policies of such
      controlled Person.

     

    1.3.5. “Articles”
means
      the certificate of incorporation of the Company, as the same may be amended
      from
      time to time. 

     

    1.3.6. “Bylaws”
      means
      the
      bylaws of the Company, as the same may be amended from time to
      time.

     

    1.3.7. “Certificate
      of Designation”
means
      the certificate of the rights, preferences and privileges, subject to the
      limitations, with respect to the Series A Preferred Stock. The Certificate
      of
      Designation shall be in substantially the form of Exhibit
      B
      to this
      Agreement.

     

    
      
        SECURITIES
          PURCHASE AGREEMENT

      

      
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          3

        
          

        

      

      
        
        

      

    

    1.3.8. “Closing” means
      the
      consummation of the transactions contemplated by this Agreement and the Exchange
      of Securities, all of which transactions shall be consummated contemporaneously
      with the Closing.

     

    1.3.9. “Closing
      Date”
means
      the date on which the Closing occurs, which be not later than July 20,
      2006.

     

    1.3.10. “Common
      Stock”
means
      the Company’s common stock, which is presently designated as the common stock,
      par value $.001 per share. All references to numbers of shares of Common Stock
      assume a one-for-150 reverse split.

     

    1.3.11. “Company’s
      Governing Documents”
means
      the Articles and Bylaws.

     

    1.3.12. “Convertible
      Securities”
means
      the Note and the Series A Preferred Stock.

     

    1.3.13. “Delaware
      Law”
means
      the Delaware General Corporation Law, as amended.

     

    1.3.14. “EBITDA”
means
      consolidated earnings before interest, taxes, depreciation and amortization,
      determined in accordance with U.S. GAAP.

     

    1.3.15. “Escrow
      Agreement”
means
      the Escrow Agreement among the Company, the Investors and Sichenzia Ross
      Friedman Ference LLP, as Escrow Agent, attached hereto as Exhibit
      C
      it being
      acknowledged that the Escrow Agent is counsel for the Company.

     

    1.3.16. “Equity
      Purchase Price”
means
      four million seven hundred fifty thousand dollars ($4,750,000).

     

    1.3.17. “Exchange
      of Securities”
means
      the issuance of shares of Common Stock and Series B Preferred Stock in exchange
      for the outstanding securities of DFAC pursuant to the Exchange
      Agreement.

     

    1.3.18. “Exempt
      Issuance”
means
      the issuance of (a) shares of Common Stock or options to employees, officers,
      directors of and consultants (other than consultants whose services relate
      to
      the raising of funds) of the Company pursuant to the Company’s 2006 long-term
      incentive plan, which is reflected on Schedule 4.3.1 to this Agreement, and
      any
      other stock or option plan that was or may be adopted by a majority of
      independent members of the Board of Directors of the Company or a majority
      of
      the members of a committee of independent directors established for such
      purpose, (b) securities upon the exercise of or conversion of any securities
      issued hereunder and pursuant to the Registration Rights Agreement, the Note,
      the Warrants and the Certificate of Designation and any other options, warrants
      or convertible securities which are outstanding on after completion of the
      Closing and the effectiveness of the Exchange of Securities, and (c) securities
      issued pursuant to acquisitions, licensing agreements, or other strategic
      transactions, provided any such issuance shall only be to a Person which is,
      itself or through its subsidiaries, an operating company in a business which
      the
      Company’s board of directors believes is beneficial to the Company and in which
      the Company receives benefits in addition to the investment of funds, but shall
      not include a transaction in which the Company is issuing securities primarily
      for the purpose of raising capital or to an entity whose primary business is
      investing in securities.

     

    
      
        SECURITIES
          PURCHASE AGREEMENT

      

      
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    1.3.19. “GAAP”
means
      United States generally accepted accounting principles consistently
      applied.

     

    1.3.20. “Material
      Adverse Effect”
means
      any adverse effect on the business, operations, properties or financial
      condition of the Company that is material and adverse to the Company and its
      subsidiaries, including Freundlich, taken as a whole and/or any condition,
      circumstance, or situation that would prohibit or otherwise materially interfere
      with the ability of the Company or any subsidiary to perform any of its material
      obligations under this Agreement or the Registration Rights Agreement or to
      perform its obligations under any other material agreement.

     

    1.3.21. “Net
      Income”
means
      net income
      determined in accordance with GAAP plus (a) any charges relating to the
      transaction contemplated by this Agreement and the Registration Rights
      Agreement, and (b) any other non-recurring items, including the issuance of
      warrants which are not issued under a stock option or other equity-based
      incentive plan.

     

    1.3.22. “Person”
means
      an individual, partnership, firm, limited liability company, trust, joint
      venture, association, corporation, or any other legal entity.

     

    1.3.23. “Pre-Tax
      Income”
means
      income
      before income taxes determined in accordance with GAAP plus (a) any charges
      relating to the transaction contemplated by this Agreement and the Registration
      Rights Agreement, and (b) any other non-recurring items, including the issuance
      of warrants which are not issued under a stock option or other equity-based
      incentive plan.

     

    1.3.24. “Purchase
      Price”
      means
      the
      five million seven hundred fifty thousand dollars ($5,750,000)
      to be
      paid by the Investors to the Company for the Securities.

     

    1.3.25. “Registration
      Rights Agreement”
means
      the registration rights agreement between the Investors and the Company in
      substantially the form of Exhibit
      D
      to this
      Agreement.

     

    1.3.26. “Registration
      Statement”
means
      the registration statement under the 1933 Act to be filed with the Securities
      and Exchange Commission for the registration of the Shares pursuant to the
      Registration Rights Agreement.

     

    1.3.27. “Restated
      Certificate”
means
      the Restated Certificate of incorporation of the Company in substantially the
      form of Exhibit
      E
      to this
      Agreement. 

     

    1.3.28. “Restricted
      Stockholders”
shall
      have the meaning set forth in Section 6.16 of this Agreement.

     

    1.3.29. “Securities”
means
      the Note, the shares of Series A Preferred Stock, the Warrants and the
      Shares.

     

    
      
        SECURITIES
          PURCHASE AGREEMENT

      

      
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    1.3.30. “SEC”
means
      the Securities and Exchange Commission.

     

    1.3.31. “SEC
      Documents”
means,
      at any given time, the Company’s latest Form 10-K or Form 10-KSB and all Forms
      10-Q or 10-QSB and 8-K and all proxy statements or information statements filed
      between the date the Form 10-K or Form 10-KSB was filed and the date as to
      which
      a determination is being made until such time as the Company no longer has
      an
      obligation to maintain the effectiveness of a Registration Statement as set
      forth in the Registration Rights Agreement.

     

    1.3.32. “Series
      A Preferred Stock”
means
      the shares of Series A Preferred Stock having the rights, preferences and
      privileges and subject to the limitations set forth in the Certificate of
      Designation.

     

    1.3.33. “Series
      B Certificate”
shall
      mean the certificate of designation for the Series B Preferred Stock which
      shall
      be in substantially the form of Exhibit F to this Agreement.

     

    1.3.34. “Series
      B Preferred Stock”
means
      the shares of Series B Preferred Stock issuable as part of the Exchange of
      Shares and having the rights, preferences and privileges and subject to the
      limitations set forth in the Series B Certificate.

     

    1.3.35. “Shares”
means,
      collectively, the shares of Common Stock issued or issuable (i) upon conversion
      of the Notes or the Series A Preferred Stock or (ii) upon exercise of the
      Warrants.

     

    1.3.36. “Subsequent
      Financing”
means
      any offer and sale of shares of the Company’s preferred stock, par value $.001
      per share, or debt that, in either case, is initially convertible into shares
      of
      Common Stock or otherwise senior or superior to the Series A Preferred
      Stock.

     

    1.3.37. “Transaction
      Documents”
means
      this Agreement, all Schedules and Exhibits attached hereto, the Certificate
      of
      Designation, the Note, the Warrants, the Registration Rights Agreement and
      all
      other documents and instruments to be executed and delivered by the parties
      in
      order to consummate the transactions contemplated hereby.

     

    1.3.38. “Warrants”
means
      the Common Stock Purchase Warrants in substantially the form of Exhibit
      G-1 and G-2
      to this
      Agreement.

     

    1.3.39. All
      references in this Agreement to “herein” or words of like effect, when referring
      to preamble, recitals, article and section numbers, schedules and exhibits
      shall
      refer to this Agreement unless otherwise stated.

     

    
      
        SECURITIES
          PURCHASE AGREEMENT

      

      
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    ARTICLE
      II

     

    SALE
      AND PURCHASE OF SECURITIES

    


    
      	
              2.1.

            	
              Sale
                of Securities. 

            


    

     

    2.1.1. Upon
      the
      terms and subject to the conditions set forth herein, and in accordance with
      applicable law, the Company agrees
      to
      sell to the Investors, and the each Investor severally agrees to purchase from
      the Company, on the Closing Date the Securities as set forth after such
      Investor’s name on Schedule A to this Agreement for that portion of the Purchase
      Price as is set forth on said Schedule A. The Purchase Price shall be paid
      by
      the Investors, severally, to the Company on the Closing Date by a wire
      transfer
      of the
      Purchase Price into escrow to be held by the escrow agent pursuant to the terms
      of the Escrow Agreement. The Company shall cause the Securities to be issued
      to
      the Investors upon the release of the Purchase Price to the Company by the
      escrow agent pursuant to the terms of the Escrow Agreement.

     

    2.1.2. Notwithstanding
      any other provision of this Agreement, except as expressly provided in the
      Note,
      the Certificate of Designation or the Warrants, no Investor shall be entitled
      to
      convert the Notes or the Series A Preferred Stock
      into
      shares of Common Stock or to exercise the Warrants to the extent that such
      conversion or exercise would result in beneficial ownership by such Investor
      and
      its Affiliates of more than 4.9% of the then outstanding number of shares of
      Common Stock on such date. For the purposes of this Agreement beneficial
      ownership shall be determined in accordance with Section 13(d) of the 1934
      Act,
      and Regulation 13d-3 thereunder. The limitation set forth in this Section 2.1.3
      is referred to as the “4.9%
      Limitation.”
      

     

    
      	
              2.2.

            	
              Purchase
                Price.
                The Purchase Price payable by each Investor shall be delivered by
                such
                Investor in the form of wire transfers in United States dollars from
                the
                Investor to the escrow agent pursuant to the Escrow Agreement on
                the
                Closing Date.

            


    

     

    
      	
              2.3.

            	
              Acquisition
                of
                Freundlich.
                The
                Company
                shall have acquired
                all of the outstanding capital stock of DFAC, which shall have acquired
                the assets to be acquired by it pursuant to the Asset Purchase
                Agreement.
                No
                Person shall have any right, title or interest in, or any right or
                option
                to acquire, any shares of any class of capital stock of DFAC.

            


    

     

    ARTICLE
      III

     

    CLOSING
      DATE AND DELIVERIES AT CLOSING

    


    
      
        
          
            	3.1.	
                    Closing
                      Date. The
                      Closing of the transactions contemplated by this Agreement
                      shall be held
                      at the offices of counsel for the Company, at 11:00 A.M. local
                      time, on
                      the Closing Date or on such other date and time and at such
                      other place as
                      may be mutually agreed by the parties, including Closing by
                      facsimile with
                      originals to
                      follow.

                  


          

        

      

    

     

    
      	
              3.2.

            	
              Deliveries
                by the Company.
                In
                addition to and without limiting any other provision of this Agreement,
                the Company agrees to deliver, or cause to be delivered, to the escrow
                agent under the Escrow Agreement, the following:
                

            


    

     

    (a) At
      or
      prior to Closing, an executed Agreement with all exhibits and schedules attached
      hereto.

     

    
      
        SECURITIES
          PURCHASE AGREEMENT

      

      
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    (b) At
      the
      Closing, the executed Note in the names of Barron.

     

    (c) At
      the
      Closing, a stock certificate for the shares of Series A Preferred Stock in
      the
      names of the Investors.

     

    (d) At
      the
      Closing, executed Warrants in the names of the Investors.

     

    (e) The
      executed Registration Rights Agreement.

     

    (f) Certifications
      in form and substance acceptable to the Company and the Investors from any
      and
      all brokers or agents involved in the transactions contemplated hereby as to
      the
      amount of commission or compensation payable to such broker or agent as a result
      of the consummation of the transactions contemplated hereby and from the Company
      or Investors, as appropriate, to the effect that reasonable reserves for any
      other commissions or compensation that may be claimed by any broker or agent
      have been set aside.

     

    (g) Evidence
      of approval of the board of directors of the Company of (i) the Transaction
      Documents and the transactions contemplated hereby and (ii) the Restated
      Certificate, which shall be subject to stockholder approval.

     

    (h) Evidence
      of the agreement of the holders of not less than a majority of the share of
      Common Stock outstanding after the Exchange of Securities to approve the
      Restated Certificate.

     

    (i) Evidence
      that the Company has elected Robert Moyer as chief executive officer and Chris
      Phillips as chief financial officer.

     

    (j) Evidence
      that the Company has entered into a consulting agreement with Alex Katz pursuant
      to which he received annual compensation of $180,000 per annum, subject to
      an
      annual cost of living adjustment. Any bonus or stock options, stock grants
      or
      other equity-based incentives will be determined by a compensation committee
      comprised of independent directors.

     

    (k) Evidence
      that the Company has complied with the provisions of Sections 6.10 and 6.11
      of
      this Agreement on or prior to the Closing Date or that it has taken steps to
      enable to comply with such provisions within the time frames provided
      therein.

     

    (l) Evidence
      that the Certificate of Designation and the Series B Certificate have been
      filed
      with the Secretary of State of the State of Delaware.

     

    (m) Evidence
      that (i) Richard Henri Kreger has advanced $119,325.39
      (the “Advanced
      Amount”)
      relating to the transactions contemplated by this Agreement, the Purchase
      Agreement, the Exchange Agreement and the Jordan Agreement, and (ii) the
      obligations of the Company and/or DFAC with respect to such advances have been
      cancelled.

     

    
      
        SECURITIES
          PURCHASE AGREEMENT

      

      
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          8

        
          

        

      

      
        
        

      

    

    (n) Good
      standing certificates of the Company issued by the Secretary of State of
      Delaware.

     

    (o) An
      opinion from the Company’s
      special
      counsel
      concerning the Transaction Documents
      and the
      transactions contemplated hereby in form and substance reasonably acceptable
      to
      Investors.

     

    (p) The
      executed Escrow Agreement.

     

    (q) Copies
      of
      all executive employment agreements, all past and present financing
      documentation or other documentation where stock could potentially be issued
      or
      issued as payment, all past and present litigation documents and historical
      financials, not previously provided to Investors.

     

    (r) Such
      other documents or certificates as shall be reasonably requested by Barron
      on
      behalf of the Investor.

     

    
      	
              3.3.

            	
              Deliveries
                by Investors.
                In
                addition to and without limiting any other provision of this Agreement,
                the Investor agrees to deliver, or cause to be delivered, to the
                escrow
                agent under the Escrow Agreement, the following:
                

            


    

     

    (a) A
      deposit
      in the amount of the Purchase Price, net of the Advanced Amount;

     

    (b) The
      executed Agreement with all Exhibits and Schedules attached hereto;

     

    (c) The
      executed Registration Rights Agreement; 

     

    (d) The
      executed Escrow Agreement; and

     

    (e) Such
      other documents or certificates as shall be reasonably requested by the Company
      or its counsel.

     

    In
      the
      event any document (other than the Note, the shares of Series A Preferred Stock
      and the Warrants) provided to the other party in Sections 3.2 and 3.3 herein
      are
      provided by facsimile, the party shall forward an original document to the
      other
      party within seven (7) business days.

     

    
      	
              3.4.

            	
              Further
                Assurances.
                The Company and the Investors shall, upon request, on or after the
                Closing
                Date, cooperate with each other (specifically, the Company shall
                cooperate
                with the Investors, and the Investors shall cooperate with the Company)
                by
                furnishing any additional information, executing and delivering any
                additional documents and/or other instruments and doing any and all
                such
                things as may be reasonably required by the parties or their counsel
                to
                consummate or otherwise implement the transactions contemplated by
                this
                Agreement. 

            


    

     

    
      	
              3.5.

            	
              Waiver.
                The Investors may waive any of the requirements of Section 3.2 of
                this
                Agreement or any of its rights under the Escrow Agreement, and the
                Company
                at its discretion may waive any of its rights of Section 3.3 of this
                Agreement or any of its rights under the Escrow
                Agreement.

            


    

     

    
      
        SECURITIES
          PURCHASE AGREEMENT

      

      
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          9

        
          

        

      

      
        
        

      

    

    ARTICLE
      IV

     

    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY 

     

    The
      Company represents and warrants to the Investors as of the date hereof and
      as of
      Closing (which warranties and representations shall survive the Closing
      regardless of what examinations, inspections, audits and other investigations
      the Investors have heretofore made or may hereinafter make with respect to
      such
      warranties and representations) as follows: 

     

    
      	
              4.1.

            	
              Organization
                and Qualification.

            


    

     

    4.1.1. The
      Company
      and DFAC are corporations duly organized, validly existing and in good standing
      under the laws of the State
      of
      Delaware,
      and
      each of the Company and DFAC has the requisite corporate power and authority
      to
      own, lease and
      operate
      its properties and to carry on its business as it is now being conducted and
      is
      duly qualified to do business in any other jurisdiction by virtue of the nature
      of the businesses conducted by it or the ownership or leasing of its properties,
      except where the failure to be so qualified will not, when taken together with
      all other such failures, have a Material Adverse Effect on the business,
      operations, properties, assets, financial condition or results of operation
      of
      the Company and its subsidiaries taken as a whole. 

     

    4.1.2. DFAC
      is
      wholly-owned by the Company, and no person has any right, title or interest
      in
      any equity, debt or other securities of any kind of DFAC. 

     

    
      	
              4.2.

            	
              Governing
                Documents.
                The complete and correct copies of the Company’s Governing Documents, as
                in effect on the Closing Date, has been delivered to the
                Investors.

            


    

     

    
      	
              4.3.

            	
              Capitalization.

            


    

     

    4.3.1. The
      authorized and outstanding capital stock of the Company as of the date of this
      Agreement and as adjusted to reflect issuances pursuant to the Exchange of
      Securities and as contemplated by this Agreement is set forth in Schedule 4.3.1
      to this Agreement. Schedule 4.3.1 contains all shares and derivatives currently
      and potentially outstanding. The Company hereby represents that any and all
      shares and current potentially dilutive events have been included in Schedule
      4.3.1, including shares issuable pursuant to employment agreements, acquisition,
      consulting agreements, debts, payments, financing or business relationships
      that
      could be paid in equity, derivatives or resulting in additional equity
      issuances.

     

    4.3.2. All
      outstanding shares of capital stock have been duly authorized and are validly
      issued, and are fully paid and non-assessable and free from preemptive rights.
      All shares of capital stock described above to be issued have been duly
      authorized and when issued, will be validly issued, fully paid and
      non-assessable and free from preemptive rights. 

     

    4.3.3. Except
      pursuant to this Agreement and as set forth in Schedule 4.3.1 hereto, and as
      set
      forth in the Company’s SEC Documents, filed with the SEC, as of the date hereof
      and as of the Closing Date, there are no outstanding options, warrants, rights
      to subscribe for, calls or commitments of any character whatsoever relating
      to,
      or securities or rights convertible into or exchangeable for, shares of any
      class of capital stock of the Company, or agreements, understandings or
      arrangements to which the Company is a party, or by which the Company is or
      may
      be bound, to issue additional shares of its capital stock or options, warrants,
      scrip or rights to subscribe for, calls or commitment of any character
      whatsoever relating to, or securities or rights convertible into or exchangeable
      for, any shares of any class of its capital stock. The Company agrees to inform
      the Investors in writing of any additional warrants or convertible securities
      granted prior to the Closing Date.

     

    
      
        SECURITIES
          PURCHASE AGREEMENT

      

      
        PAGE
          10

        
          

        

      

      
        
        

      

    

    4.3.4. The
      Company on the Closing Date (i) will have full right, power, and authority
      to
      sell the Securities to the Investors, free and clear of all liens, charges,
      claims, options, pledges, restrictions, and encumbrances whatsoever; and (ii)
      upon conversion of the Note and the Series A Preferred Stock or exercise of
      the
      Warrants, the Investors will acquire title to the Shares issuable upon such
      conversion or exercise, free and clear of all liens, charges, claims, options,
      pledges, restrictions, and encumbrances whatsoever, except as otherwise provided
      in this Agreement and except for any of the foregoing which results from actions
      or omissions on the part of the Investors.

     

    
      	
              4.4.

            	
              Authority.

            


    

     

    4.4.1. The
      Company has all requisite corporate power and authority to execute and deliver
      this Agreement, the Note, the Series A Preferred Stock and the Warrants, to
      perform its obligations hereunder and thereunder and to consummate the
      transactions contemplated hereby and thereby. The execution and delivery of
      this
      Agreement by the Company and the consummation of the transactions contemplated
      hereby have been duly authorized by all necessary corporate action and no other
      corporate proceedings on the part of the Company is necessary to authorize
      this
      Agreement or to consummate the transactions contemplated hereby except as
      disclosed in this Agreement; provided, however, that stockholder approval is
      required for the Company to adopt the Restated Certificate. This Agreement
      has
      been duly executed and delivered by the Company and constitutes the legal,
      valid
      and binding obligation of the Company, enforceable against the Company in
      accordance with its terms;
      provided, however, that no representation is made with respect to the ability
      of
      the Investor to convert the Note or the Series A Preferred Stock or to exercise
      the Warrant, following the filing of the Restated Certificate, if and to the
      extent that the Conversion Price of the Note or the Series A Preferred Stock,
      as
      defined in the Notes or the Certificate of Designation, or the number of Shares
      issuable upon exercise of the Warrants would result in the issuance of a number
      of shares of Common Stock which is greater than the amount by which the
      authorized Common Stock exceeds the sum of the outstanding Common Stock and
      the
      shares of Common Stock reserved for issuance pursuant to outstanding agreements
      and outstanding options, warrants, rights, convertible securities and other
      securities upon the exercise or conversion of which or pursuant to the terms
      of
      which additional shares of Common Stock may be issuable (the foregoing proviso
      being referred to as the “Authorized
      Stock Proviso”).

     

    4.4.2. The
      Company’s
      board of directors has adopted the Restated Certificate and the Certificate
      of
      Designation, subject to stockholder approval of the Restated Certificate, as
      required by the Delaware Law. The
      holders of shares of Common Stock issued pursuant to the Exchange of Securities
      have agreed to execute a consent of stockholders approving the Restated
      Certificate,
      which
      consent shall be given and become effective twenty (20) days after the filing
      of
      a definitive information statement pursuant to Section 14(c) of the 1934 Act.
      The Company will file an information statement with the SEC as soon as practical
      after the Closing Date, but not later than sixty (60) days after the Closing
      Date.

     

    
      
        SECURITIES
          PURCHASE AGREEMENT

      

      
        PAGE
          11

        
          

        

      

      
        
        

      

    

    4.4.3. The
      Shares will be, when issued upon the conversion of the Note and the Series
      A
      Preferred Stock and upon exercise of the Warrants, duly and validly authorized
      and issued, fully paid and non-assessable and not issued in violation of any
      preemptive rights or rights of first refusal, subject to the filing of the
      Restated Certificate.

     

    4.4.4. Upon
      the
      filing with the shares of Series A Preferred Stock are duly and validly
      authorized and issued, fully paid and non-assessable
      and not
      issued in violation of any preemptive rights or rights of first
      refusal.

     

    
      	
              4.5.

            	
              No
                Conflict; Required Filings and Consents.
                The execution and delivery of this Agreement by the Company does
                not, and
                the performance by the Company of its obligations hereunder will
                not: (i)
                conflict with or violate the Company’s or DFAC’s Governing
                Documents;
                (ii)
                conflict with, breach or violate any federal, state, foreign or local
                law,
                statute, ordinance, rule, regulation, order, judgment or decree
                (collectively, “Laws”)
                in effect as of the date of this Agreement and applicable to the
                Company
                or
                DFAC;
                or (iii) result in any breach of, constitute a default (or an event
                that
                with notice or lapse of time or both would become a default) under,
                give
                to any other entity any right of termination, amendment, acceleration
                or
                cancellation of, require payment under, or result in the creation
                of a
                lien or encumbrance on any of the properties or assets of the Company
                or
                DFAC pursuant
                to, any note, bond, mortgage, indenture, contract, agreement, lease,
                license, permit, franchise or other instrument or obligation to which
                the
                Company or
                DFAC is
                a party or by the Company or DFAC or
                any
                of their
                respective
                properties or assets is bound other than violations, conflicts, breaches,
                defaults, terminations, accelerations, creations of liens, or incumbency
                that would not, in the aggregate, have a Material Adverse
                Effect
                except to the extent that stockholder approval may be required as
                a result
                of the Authorized Stock Proviso, in which event, the Company will
                seek
                stockholder approval to an increase in the authorized Common Stock
                sufficient to enable the Company to be in compliance with this Section
                4.5.

            


    

     

    
      	4.6.	
              Report
                and Financial Statements.

            


    

     

    4.6.1. The
      Company has delivered to the Investors
      the
      audited balance sheet of Freundlich as of December 31, 2005 and the audited
      statements of operations, stockholders equity and cash flows for the years
      ended
      December 31, 2005 and 2004, and the unaudited balance sheet as of March 31,
      2006
      and unaudited statements of operations and cash flows for the three months
      ended
      March 31, 2006 and 2005 and stockholders’ equity for the three months ended
      March 31,
      2006,
      in each cash including notes to the financial statements (collectively, the
      “Financial Statements”). Each of the balance sheets contained in such Financial
      Statements (including the related notes and schedules thereto) fairly presented
      the financial position of Freundlich, as of its date, and each of the statements
      of operations, stockholders’ equity and cash flows in such Financial Statements
      (including any related notes and schedules thereto) fairly presents, the results
      of operations, changes in stockholders’ equity and changes in cash flows, as the
      case may be, of Freundlich, for the periods to which they relate, in each case
      in accordance with GAAP, except in each case as may be noted therein, subject
      to
      normal year-end audit adjustments in the case of unaudited statements. The
      books
      and records of Freundlich have been, and are being, maintained in all material
      respects in accordance with GAAP and any other applicable legal and accounting
      requirements and reflect only actual transactions.
      Kempisty
      and Company, CPA, PC, who audited the audited financial statements, is
      independent within the meaning of the regulations of the SEC.

     

    
      
        SECURITIES
          PURCHASE AGREEMENT

      

      
        PAGE
          12

        
          

        

      

      
        
        

      

    

    4.6.2. Kempisty
      and Company, CPA, PC has not issued any management letter in connection with
      its
      audit of Freundlich’s audited Financial Statements for 2005 and 2004 if such
      firm issued a management letter. 

     

    
      	
              4.7.

            	
              Compliance
                with Applicable Laws.
                The Company is not in violation of, or, to the knowledge of the Company,
                is under investigation with respect to or has been given notice or
                has
                been charged with the violation of any Laws, except for violations
                which
                individually or in the aggregate do not have a Material Adverse Effect.
                

            


    

     

    
      	
              4.8.

            	
              Brokers.
                No broker, finder or investment banker is entitled to any brokerage,
                finder’s or other fee or Commission in connection with the transactions
                contemplated by this Agreement based upon arrangements made by or
                on
                behalf of the Company.

            


    

     

    
      	
              4.9.

            	
              SEC
                Documents.

            


    

     

    4.9.1. The
      Investors acknowledge that the Company is a publicly held company and has made
      available to the Investors true and complete copies of any requested SEC
      Documents. The Company has registered its Common Stock pursuant to Section
      12(g)
      of the 1934 Act. The Company has not provided to the Investors any information
      that, according to applicable law, rule or regulation, should have been
      disclosed publicly prior to the date hereof by the Company, but which has not
      been so disclosed.

     

    4.9.2. The
      Company’s audited
      balance sheet as of December 31, 2005 and the audited statements of operations,
      stockholders equity and cash flows for the years ended December 31, 2005 and
      2004, and the unaudited balance sheet as of March 31, 2006 and unaudited
      statements of operations and cash flows for the three months ended March 31,
      2006 and 2005 and stockholders’ equity for the three months ended March 31,
      2006, in each cash including notes to the financial statements (collectively,
      the “Company Financial Statements”) are included in the SEC Reports. Each of the
      balance sheets contained in the Company Financial Statements (including the
      related notes and schedules thereto) fairly presents the financial position
      of
      the Company, as of its date, and each of the statements of operations,
      stockholders’ equity and cash flows in the Company’s Financial Statements
      (including any related notes and schedules thereto) fairly presents the results
      of operations, changes in stockholders’ equity and changes in cash flows, as the
      case may be, of the Company, for the periods to which they relate, in each
      case
      in accordance with GAAP, except in each case as may be noted therein, subject
      to
      normal year-end audit adjustments in the case of unaudited statements. The
      books
      and records of the Company have been, and are being, maintained in all material
      respects in accordance with GAAP and any other applicable legal and accounting
      requirements and reflect only actual transactions. Goff
      Backa Alfera & Company, LLC,
      who
      audited the audited Company Financial Statements, is independent within the
      meaning of the regulations of the SEC.

     

    
      
        SECURITIES
          PURCHASE AGREEMENT

      

      
        PAGE
          13

        
          

        

      

      
        
        

      

       

    

    
      	
              4.10.

            	
              Litigation.
                To the knowledge of the Company, no litigation, claim, or other proceeding
                before any court or governmental agency is pending or to the knowledge
                of
                the Company, threatened against the Company, DFAC or Freundlich,
                the
                prosecution or outcome of which, if adversely determined, is likely
                to
                have a Material Adverse Effect.

            


    

     

    
      	
              4.11.

            	
              Exemption
                from Registration.
                Subject to the accuracy of the Investors’ representations in Article V,
                except as required pursuant to the Registration Rights Agreement,
                the sale
                of the Securities by the Company to the Investors will not require
                registration under the 1933 Act. When validly converted in accordance
                with
                the terms of the Series A Preferred Stock, and upon exercise of the
                Warrants in accordance with their terms, the Shares underlying the
                Series
                A Preferred Stock and the Warrants will be duly and validly issued,
                fully
                paid, and non-assessable. The Company is issuing the Notes, the Initial
                Shares and, upon conversion of the Notes, the Series A Preferred
                Stock,
                and the Warrants in accordance with and in reliance upon the exemption
                from securities registration afforded, inter alia, by Rule 506 under
                Regulation D as promulgated by the SEC under the 1933 Act, and/or
                Section
                4(2) of the 1933 Act; provided, however, that certain filings and
                registrations may be required under state securities “blue sky” laws
                depending upon the residency of the
                Investors.

            


    

     

    
      	
              4.12.

            	
              No
                General Solicitation or Advertising in Regard to this
                Transaction.
                Neither the Company nor any of its Affiliates nor, to the knowledge
                of the
                Company, any Person acting on its or their behalf (i) has conducted
                or
                will conduct any general solicitation (as that term is used in Rule
                502(c)
                of Regulation D as promulgated by the SEC under the 1933 Act) or
                general
                advertising with respect to the sale of the Series A Preferred Stock
                or
                Warrants, or (ii) made any offers or sales of any security or solicited
                any offers to buy any security under any circumstances that would
                require
                registration of the Series A Preferred Stock or Warrants, under the
                1933
                Act, except as required herein.

            


    

     

    
      	
              4.13.

            	
              No
                Material Adverse Effect.
                Since December 31, 2005, no event or circumstance resulting in a
                Material
                Adverse Effect has occurred or exists with respect to the Company,
                DFAC or
                Freundlich.
                To the knowledge of the Company, no material supplier or customer
                has
                given notice, oral or written, that it intends to cease or reduce
                the
                volume of its business with Freundlich from
                historical levels.

            


    

     

    
      	
              4.14.

            	
              Material
                Non-Public Information.
                The Company has not disclosed to any Investor any material non-public
                information that (i) if disclosed, would reasonably be expected to
                have a
                material effect on the price of the Common Stock or (ii) according
                to
                applicable law, rule or regulation, should have been disclosed publicly
                by
                the Company prior to the date hereof but which has not been so disclosed;
                provided, however, that the Company has disclosed to the Investors
                matters
                relating to the Company’s acquisition of DFAC and DFAC’s acquisition of
                Freundlich.

            


    

     

    
      
        SECURITIES
          PURCHASE AGREEMENT

      

      
        PAGE
          14

        
          

        

      

      
        
        

      

       

    

    
      	
              4.15.

            	
              Internal
                Controls And Procedures.
                To the knowledge
                of the Company, Freundlich maintains books and records and internal
                accounting controls which provide reasonable assurance that (a) all
                transactions to which Freundlich is a party or by which its properties
                are
                bound have been executed with management’s authorization; (ii) the
                recorded accounting of Freundlich’s assets is compared with existing
                assets at regular intervals; (iii) access to Freundlich’s assets is
                permitted only in accordance with management’s authorization; and (iv) all
                transactions to which Freundlich is a party or by which its properties
                are
                bound are recorded as necessary to permit preparation of the financial
                statements of the Company in accordance with standards
                of the Public Company Accounting Oversight Board; it being understood
                that
                neither the Company nor Freundlich has
                conducted an internal controls audit and that no such audit has been
                required under applicable law.

            


    

     

    
      	
              4.16.

            	
              Full
                Disclosure.
                No representation or warranty made by the
                Company in
                this Agreement and no certificate or document furnished or to be
                furnished
                to the Investors pursuant to this Agreement contains or will contain
                any
                untrue statement of a material fact, or omits or will omit to state
                a
                material fact necessary to make the statements contained herein or
                therein, taken as a whole, not
                misleading.

            


    

     

    ARTICLE
      V

     

    REPRESENTATIONS
      AND WARRANTIES OF THE INVESTOR

     

    The
      Investors, severally, represent and warrant to the Company that:

    


    
      	
              5.1.

            	
              Organization
                and Standing of the Investor.

            


    

     

    5.1.1. Such
      Investor was not formed for the purpose of investing solely in the Securities.
      Such Investor has the requisite power and authority to enter into and perform
      this Agreement and to purchase the securities being sold to it hereunder. The
      execution, delivery and performance of this Agreement by such Investor and
      the
      consummation by such Investor of the transactions contemplated hereby have
      been
      duly authorized by all necessary partnership action where
      appropriate.

     

    5.1.2. The
      state
      in which any offer to purchase Preferred Stock hereunder was made or accepted
      by
      such Investor is the state shown as such Investor’s address. 

     

    
      	
              5.2.

            	
              Authorization
                and Power.
                This Agreement and the Registration Rights Agreement have been duly
                executed and delivered by such Investor and at the Closing shall
                constitute valid and binding obligations of such Investor enforceable
                against such Investor in accordance with their terms, except as such
                enforceability may be limited by applicable bankruptcy, insolvency,
                reorganization, moratorium, liquidation, conservatorship, receivership
                or
                similar laws relating to, or affecting generally the enforcement
                of,
                creditors’ rights and remedies or by other equitable principles of general
                application.

            


    

     

    
      	
              5.3.

            	
              No
                Conflicts.
                The execution, delivery and performance of this Agreement and the
                consummation by such Investor of the transactions contemplated hereby
                or
                relating hereto do not and will not (i) result in a violation of
                such
                Investor’s charter documents or bylaws where appropriate or (ii) conflict
                with, or constitute a default (or an event which with notice or lapse
                of
                time or both would become a default) under, or give to others any
                rights
                of termination, amendment, acceleration or cancellation of any agreement,
                indenture or instrument to which such Investor is a party, or result
                in a
                violation of any law, rule, or regulation, or any order, judgment
                or
                decree of any court or governmental agency applicable to such Investor
                or
                its properties (except for such conflicts, defaults and violations
                as
                would not, individually or in the aggregate, have a Material Adverse
                Effect on such Investor). The Investor is not required to obtain
                any
                consent, authorization or order of, or make any filing or registration
                with, any court or governmental agency in order for it to execute,
                deliver
                or perform any of such Investor’s obligations under this Agreement or to
                purchase the securities from the Company in accordance with the terms
                hereof, provided that for purposes of the representation made in
                this
                sentence, such Investor is assuming and relying upon the accuracy
                of the
                relevant representations and agreements of the Company
                herein.

            


    

     

    
      
        SECURITIES
          PURCHASE AGREEMENT

      

      
        PAGE
          15

        
          

        

      

      
        
        

      

       

    

    
      	
              5.4.

            	
              Financial
                Risks.
                Such Investor acknowledges that such Investor is able to bear the
                financial risks associated with an investment in the securities being
                purchased by such Investor from the Company and that it has been
                given
                full access to such records of the Company and the subsidiaries and
                to the
                officers of the Company and the subsidiaries as it has deemed necessary
                or
                appropriate to conduct its due diligence investigation. The Investor
                is
                capable of evaluating the risks and merits of an investment in the
                securities being purchased by such Investor from the Company by virtue
                of
                its experience as an investor and its knowledge, experience, and
                sophistication in financial and business matters and such Investor
                is
                capable of bearing the entire loss of its investment in the securities
                being purchased by such Investor from the
                Company.

            


    

     

    
      	
              5.5.

            	
              Accredited
                Investor.
                The Investor is (i) an “accredited investor” as that term is defined in
                Rule 501 of Regulation D promulgated under the 1933 Act by reason
                of Rule
                501(a)(3) and (6), (ii) experienced in making investments of the
                kind
                described in this Agreement and the related documents, (iii) 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 (iv)
                able to
                afford the entire loss of its investment in the securities being
                purchased
                by such Investor from the Company. The Investor is acquiring the
                Securities for investment and not with a view to the sale or distribution
                thereof and understands that such Securities are restricted securities,
                as
                defined in the 1933 Act, and may not be sold or otherwise distributed
                except pursuant to an effective registration statement or an exemption
                from the registration requirements of the 1933 Act and that the
                certificates for such securities shares and Warrants will bear an
                investment legend.

            


    

     

    
      	
              5.6.

            	
              Brokers.
                No broker, finder or investment banker is entitled to any brokerage,
                finder’s or other fee or commission in connection with the transactions
                contemplated by this Agreement based upon arrangements made by or
                on
                behalf of such Investor.

            


    

     

    
      	
              5.7.

            	
              Knowledge
                of Company.
                The Investor and its advisors, if any, have been, upon request, furnished
                with all materials relating to the business, finances and operations
                of
                the Company and materials relating to the offer and sale of the securities
                being purchased by such Investor from the Company. The Investor and
                its
                advisors, if any, have been afforded the opportunity to ask questions
                of
                the Company and have received complete and satisfactory answers to
                any
                such inquiries.

            


    

     

    
      
        SECURITIES
          PURCHASE AGREEMENT

      

      
        PAGE
          16

        
          

        

      

      
        
        

      

    

     

    
      	
              5.8.

            	
              Risk
                Factors.
                The Investor understands that the investment by such Investor in
                the
                Securities being purchased by such Investor from the Company involves
                a
                high degree of risk. The Investor understands that no United States
                federal or state agency or any other government or governmental agency
                has
                passed on or made any recommendation or endorsement of the securities
                being purchased by such Investor from the Company. The Investor warrants
                that it is able to bear the complete loss of its investment in the
                securities being purchased by it from the Company. In acquiring the
                Securities, such Investor is not relying upon any projections of
                the
                future financial condition, results of operations or cash flows relating
                to the Company.
                The Investor acknowledges and agrees that (a) it has had the opportunity
                to obtain, and it has reviewed and discussed with the Company, to
                the
                extent that it deems necessary, information concerning the Company,
                including risks relating to the Company, Freundlich and their respective
                financial statements, and that (b) in entering into and performing
                this
                Agreement, such Investor has not relied on any oral representations
                made
                by the Company or any of its agents, representatives or
                advisors.

            


    

     

    
      	
              5.9.

            	
              Full
                Disclosure.
                No representation or warranty made by such Investor in this Agreement
                and
                no certificate or document furnished or to be furnished to the Company
                pursuant to this Agreement contains or will contain any untrue statement
                of a material fact, or omits or will omit to state a material fact
                necessary to make the statements contained herein or therein not
                misleading. Except as set forth or referred to in this Agreement,
                (a) such
                Investor does not have any agreement or understanding with any person
                relating to acquiring, holding, voting or disposing of any equity
                securities of the Company, and (b) during the past five years there
                has
                not occurred any event listed in Item 401(f) of Regulation S-K or
                any
                investigation relating to any such event with respect to such Investor
                or
                any of its managing partners. 

            


    

     

     

    ARTICLE
      VI

     

    COVENANTS
      OF THE COMPANY

     

    
      	
              6.1.

            	
              Registration
                Rights.
                The Company shall cause the Registration Rights Agreement to remain
                in
                full force and effect and shall comply in all material respects with
                the
                terms thereof.

            


    

     

    
      	
              6.2.

            	
              Reservation
                of Common Stock.
                As of the date hereof, the Company has, subject to the filing of
                the
                Restated Certificate, reserved and the Company shall continue to
                reserve
                and keep available at all times, free of preemptive rights, shares
                of
                Common Stock for the purpose of enabling the Company to issue the
                Shares
                underlying the Notes or the Series A Preferred Stock, as the case
                may be,
                and the Warrants;
                provided, however, that if, as a result of the Authorized Stock Proviso,
                there are not sufficient shares reserved as required in this Section
                6.2,
                the Company shall, within thirty (30) days after the Company becomes
                aware
                of such deficiency, prepare and file with the Commission a proxy
                statement
                pursuant to which the Company will seek stockholder approval for
                an
                increase in the authorized Common Stock sufficient to enable the
                Company
                to be in compliance with this Section 6.2. Each Investor agrees to
                vote in
                favor of such proposal.

            


    

     

    
      
        SECURITIES
          PURCHASE AGREEMENT

      

      
        PAGE
          17

        
          

        

      

      
        
        

      

    

     

    
      	
              6.3.

            	
              Compliance
                with Laws.
                The Company hereby agrees to comply in all material respects with
                the
                Company’s reporting, filing and other obligations under the federal
                securities laws.

            


    

     

    
      	
              6.4.

            	
              1934
                Act Registration.
                The Company will use its best efforts to comply in all respects with
                its
                reporting and filing obligations under the 1934 Act, and will not
                take any
                action or file any document (whether or not permitted by the 1934
                Act or
                the rules thereunder) to terminate or suspend any such registration
                or to
                terminate or suspend its reporting and filing obligations under the
                1934
                until the Investors have disposed of all of their
                Shares.

            


    

     

    
      	
              6.5.

            	
              Corporate
                Existence; Conflicting Agreements.
                The Company will take all steps necessary to preserve and continue
                the
                corporate existence of the Company. The Company shall not enter into
                any
                agreement, the terms of which agreement would restrict or impair
                the right
                or ability of the Company to perform any of its obligations under
                this
                Agreement or any of the other agreements attached as exhibits
                hereto.

            


    

     

    
      	
              6.6.

            	
              Series
                A Preferred Stock.
                Until the earliest of (a) three years from the Closing or (b) such
                date as
                the Investors shall have converted the Note and the Series A Preferred
                Stock into not less than 90% of the Shares and sold the Shares or
                (c) such
                date as the Investor shall have transferred the Note or the Series
                A
                Preferred Stock which are convertible into an aggregate of not less
                than
                90% of the Shares issuable upon such conversion of all of the Note
                and
                Series A Preferred Stock, the Company will not issue any preferred
                stock
                of with the exception of Series A Preferred Stock issued to the Investor
                as provided in this Agreement and the Registration Rights Agreement
                and
                the Series B Preferred Stock held by the former DFAC stockholders,
                which
                shares will be automatically converted upon filing of the Restated
                Certificate. 

            


    

     

    
      	
              6.7.

            	
              Convertible
                Debt.
                On or prior to the Closing Date, the Company will cause to be cancelled
                all convertible debt in the Company. Until the earliest of (a) three
                years
                from the Closing or (b) such date as the Investor shall have converted
                the
                Note and the Series A Preferred Stock into not less than 90% of the
                Shares
                issuable upon conversion of all of the Note and Series A Preferred
                Stock
                and sold the underlying Shares or (c) such date as the Investor shall
                have
                transferred the Notes or the Series A Preferred Stock which are
                convertible into an aggregate of not less than 90% of the Shares
                issuable
                upon such conversion of all of the Note and Series A Preferred Stock,
                the
                Company will not issue any convertible debt.


            


    

     

    
      	
              6.8.

            	
              Debt
                Limitation.
                The Company agrees that, for two years after Closing, neither it
                nor its
                consolidated subsidiaries, shall permit outstanding indebtedness,
                based on
                the principal amount outstanding at the end of a calendar quarter,
                to be
                more than two times the sum of the EBITDA from continuing operations
                over
                the four quarters ending on such date. Indebtedness shall include
                any
                liabilities or obligations which, under GAAP, are reflected as
                indebtedness on the Company’s consolidated balance
                sheet.

            


    

     

    
      
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          PURCHASE AGREEMENT

      

      
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          18

        
          

        

      

      
        
        

      

    

     

    
      	
              6.9.

            	
              Reset
                Equity Deals.
                On or prior to the Closing Date, the Company will cause to be cancelled
                any and all reset features related to any shares outstanding that
                could
                result in additional shares being issued. For a period of three years
                from
                the Closing the Company will not enter into any transactions that
                have any
                reset features that could result in additional shares being issued.
                For
                purposes of this Section 6.9, a reset provision for a convertible
                security
                or derivative security shall mean a provision (a) whereby the issuance
                of
                securities at a lower price or having a lower conversion or exercise
                price
                will result in the conversion or exercise price of the security being
                reduced to the lower price or lower conversion or exercise price
                or more
                shares being issued, as the case may be, or (b) which provide that
                the
                conversion or exercise price is based on the market price at the
                time of
                conversion or exercise or (c) any other device which results in an
                adjustment to the exercise price or conversion price of the securities
                other than stock dividends, stock splits, stock distributions, combination
                of shares, reverse splits, and other recapitalizations, as long as
                they
                effect all stockholders
                appropriately.

            


    

     

    
      	
              6.10.

            	
              Independent
                Directors.

            


    

     

    6.10.1. The
      Company shall have caused the appointment of the majority of the board of
      directors to be independent directors, as defined by the rules
      of
      the Nasdaq Stock Market, not later than thirty (30) days after the Closing
      Date.

     

    6.10.2. If,
      at
      any time subsequent to the expiration of thirty (30) days after the Closing
      Date
      until the earlier of (a) three years from the Closing or (b) such date as the
      Investors shall have converted not less than 90% of the Notes and Series A
      Preferred Stock (based on the number of
      Shares
      issuable upon such conversion of all of the Note and Series A Preferred
      Stock)
      and sold
      the underlying Shares or (c) such date as the Investors shall have transferred
      not less than 90% of the Note and Series A Preferred Stock (based on the number
      of Shares
      issuable upon such conversion of all of the Note and Series A Preferred
      Stock
      Convertible Securities), the board of directors shall not be composed of a
      majority of independent directors:

     

    6.10.2.1.
      for a
      reason other than for an Excused Reason, the Company shall have 60 days to
      take
      such steps as are necessary so that a majority of the Company’s directors are
      independent directors, and

     

    6.10.2.2.
      for an
      Excused Reason, the Company shall have 75 days from the date that the Company
      becomes aware of the event (or the last event if there are more than one such
      event) giving rise to the Excused Reason, to take such steps as are necessary
      so
      that a majority of the Company’s directors are independent
      directors.

     

    6.10.3. The
      term
“Excused
      Reason”
shall
      mean the death or resignation of an independent director or the occurrence
      of an
      event whereby an independent director ceases to be independent.

     

    6.10.4. If,
      during the period referred to in Section 6.10.2 of this Agreement, the Company
      shall have failed to have a board of directors composed of a majority of
      independent directors after the date by which such situation was to have been
      cured pursuant to Section 6.10.2.1 or Section 6.10.2.2 of this Agreement,
      whichever shall apply, the Company shall pay to the Investors, as liquidated
      damages and not as a penalty, an amount equal to fifteen percent (15%) per
      annum
      of the Purchase Price of the then outstanding shares of Series A Preferred
      Stock
      or principal amount of the Notes, as the case may be, payable monthly in cash
      or
      Series A Preferred Stock at the option of the Investors, based on the number
      of
      days that such condition exists beyond the applicable grace period; provided,
      however, that if the Restated Certificate shall not have been filed, the Company
      may issue a Note in lieu of shares of Series A Preferred Stock pursuant to
      this
      Section 6.10 and Section 6.11 of this Agreement. The parties agree that the
      only
      damages payable for a violation of such provisions shall be such liquidated
      damages. Nothing shall preclude the Investors from pursuing or obtaining
      specific performance or other equitable relief with respect to this Agreement.
      The parties hereto agree that the liquidated damages provided for in this
      Section 6.10.4 constitute a reasonable estimate of the damages that may be
      incurred by the Investors by reason of the failure of the Company to have a
      majority of directors as independent directors.

     

    
      
        SECURITIES
          PURCHASE AGREEMENT

      

      
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          19

        
          

        

      

      
        
        

      

    

    6.10.5. In
      no
      event shall the total payments made pursuant to this Section 6.10 and Section
      6.11, whether in cash or Series A Preferred Stock exceed in the aggregate
      fifteen percent (15%) of the Purchase Price of the shares of Series A Preferred
      Stock or principal amount of the Notes, as the case may be, that are outstanding
      as of the date on which a computation is being made.

     

    
      	
              6.11.

            	
              Independent
                Directors on Audit and Compensation Committees.
                No later than thirty (30) days after the Closing Date, the Company
                will
                have an audit committee comprised solely of not less than three
                independent directors and a compensation committee comprised of not
                less
                than three directors, a majority of whom are independent directors.
                If at
                any time subsequent to the expiration of such thirty (30) day period,
                independent directors do not comprise all of the members of the audit
                committee and a majority of the members of the compensation committee
                within the grace periods provided in Section 6.10, the Company shall
                pay
                to the Investors, as liquidated damages and not as a penalty, an
                amount
                equal to fifteen percent (15%) per annum of the Equity Purchase Price
                of
                the then outstanding Series A Preferred Stock or principal amount
                of the
                Notes, as the case may be, payable monthly in cash or Series A Preferred
                Stock at the option of the Investors, such payment shall be based
                on the
                number of days that such condition exists. The parties agree that
                the only
                damages payable for a violation of the terms of this Agreement with
                respect to which liquidated damages are expressly provided shall
                be such
                liquidated damages. Nothing shall preclude the Investors from pursuing
                other remedies or obtaining specific performance or other equitable
                relief
                with respect to this Agreement. Notwithstanding the foregoing, no
                liquidated damages shall be payable pursuant to this Section 6.11
                during
                any period for which liquidated damages are payable pursuant to Section
                6.10.

            


    

     

    
      	6.12.	
              Use
                of Proceeds.
                The Company will use the
                net
                proceeds
                from the sale of the Notes, the Initial Shares and the Warrants (excluding
                amounts paid by the Company for legal and administrative fees and
                other expenses of the transaction) for
                provide funds for the purchase of assets of Freundlich and for working
                capital.

            


    

     

    
      	6.13.	
              Right
                of First Refusal

            


    

     

    
      
        SECURITIES
          PURCHASE AGREEMENT

      

      
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          20

        
          

        

      

      
        
        

      

    

    6.13.1. In
      the
      event that the Company seeks to raise additional funds through a private
      placement of its securities (a “Proposed
      Financing”),
      other
      than Exempt Issuances, each Investor shall have the right to participate in
      any
      subsequent funding by the Company of the offering price on a pro rata basis,
      based on the percentage that (a) the number of such Investor’s Shares, without
      regard to the 4.9% Limitation, bears to (b) the total number of shares of Common
      Stock outstanding plus the number of Shares issuable upon conversion of the
      Notes or Series A Preferred Stock, as the case may be, and any other series
      of
      convertible preferred stock or debt securities, without regard to the 4.9%
      Limitations any other limitations on exercise such other convertible preferred
      stock or debt securities. This Section 6.13 shall apply to each such offering
      based on the total purchase price of the securities being offered by the
      Company.

     

    6.13.2. The
      terms
      on which the Investors shall purchase securities pursuant to Proposed Financing
      shall be the same as such securities are purchased by other investors. The
      Company shall give the Investors the opportunity to participate in the offering
      by giving the Investors not less than ten (10) days notice setting forth the
      terms of the Proposed Financing. In the event that the terms of the Proposed
      Financing are changed in a manner which is more favorable to the potential
      investor, the Company shall provide the Investors, at the same time as the
      notice is provided to the other potential investors, with a new ten (10) day
      notice setting forth the revised terms that are provided to the other potential
      investors.

     

    6.13.3. In
      the
      event that the Investors does not exercise its right to participate in the
      Proposed Financing within the time limits set forth in Section 6.13.2 of this
      Agreement, the Company may sell the securities in the Proposed Financing at
      a
      price and on terms which are no more favorable to the investors than the terms
      provided to the Investors. If the Company subsequently changes the price or
      terms so that the price is more favorable to the investors or so the terms
      are
      more favorable to the investors, the Company shall provide the Investors with
      the opportunity to purchase the securities on the revised terms in the manner
      set forth in Section
      6.13.2
      of this
      Agreement.

     

    
      	6.14.	
              Price
                Adjustment.
                From the date hereof until such time as the Investors holds no Securities,
                except for Exempt Issuances, as to which this Section
                6.14
                does not apply
                or
                for issuances for which an adjustment has already been made pursuant
                to
                this Section 6.14,
                the Note and the Certificate of Designation shall provide that if
                the
                Company sells or issues of Common Stock at a price, or warrants,
                options,
                convertible
                debt or equity securities with a exercise price per share or exercise
                price per share which is less than the Conversion Price then in effect
                (such lower sales price, conversion or exercise price, as the case
                may be,
                being referred to as the “Lower Price”), the Conversion Price in effect
                from and after the date of such transaction shall be reduced to the
                Lower
                Price. For purpose of determining the exercise price of warrants
                issued by
                the Company, the price, if the purchaser of the warrants paid separate
                consideration for the warrants, the price paid per share for the
                warrants
                shall be added to the exercise price per share of the warrants in
                determining the consideration received by the Company with respect
                to the
                warrants. A similar provision shall be included in the Warrants;
                provided,
                however, that the adjustment for the Warrants with exercise prices
                of
                $0.60 per share shall have a formula
                reduction.

            


    

     

    
      
        SECURITIES
          PURCHASE AGREEMENT

      

      
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          21

        
          

        

      

      
        
        

      

    

     

    
      	6.15.	
              Price
                Adjustments Based on Pre-Tax Income
                Per Share.

            


    

     

    6.15.1. The
      Note
      and the Certificate of Designation shall contain the following provisions,
      and
      similar provisions shall be included in the Warrants.

     

    6.15.2. In
      the
      event the Company’s consolidated Pre-Tax Income for the year ended December 31,
      2006 is less than $.034
      per
      share on a fully-diluted basis, then the Conversion Price shall be reduced
      by
      the percentage shortfall, up to a maximum of 35%. Thus, if Pre-Tax Income for
      the year ended December 31, 2006 is $.0289
      per
      share on a fully-diluted basis, the Conversion Price shall be reduced by 15%.
      Such reduction shall be made at the time the Company files its Form 10-KSB
      for
      the year ended December 31, 2006, and shall apply to the Note and all shares
      of
      the Series A Preferred Stock, as the case may be, which are outstanding on
      the
      date the Form 10-KSB is filed, or, if not filed on time, on the date that filing
      was required.

     

    6.15.3. In
      the
      event the Company’s consolidated Pre-Tax Income for the year ended December 31,
      2007 is less than $.051 per share on a fully-diluted basis, then the Conversion
      Price then in effect shall be reduced by the percentage shortfall, up to a
      maximum of 35%. Thus, if Pre-Tax Income for the year ended December 31, 2007
      is
      $.04335 per share on a fully-diluted basis, the Conversion Price shall be
      reduced by 15%. Such reduction shall be made at the time the Company files
      its
      Form 10-KSB for the year ended December 31, 2007, and shall apply to the Note
      and all shares of the Series A Preferred Stock, as the case may be, which are
      outstanding on the date the Form 10-KSB is filed, or, if not filed on time,
      on
      the date that filing was required.

     

    6.15.4. For
      purpose of determining Pre-Tax Income Per Share on a fully-diluted basis, all
      shares of Common Stock issuable upon conversion of convertible securities and
      upon exercise of warrants and options shall be deemed to be outstanding,
      regardless of whether (i) such shares are treated as outstanding for determining
      diluted earnings per share under GAAP, (ii) such securities are “in the money,”
or (iii) such shares may be issued as a result of the 4.9%
      Limitation.

     

    
      	6.16.	
              Insider
                Selling.
                No Restricted Stockholder can sell any shares of Common Stock in
                the
                public market during the eighteen (18) month period following the
                Closing
                Date; provided, however, that after twelve (12) months from the Closing
                Date, Alex Katz shall not be deemed to be a Restricted Stockholder
                as long
                as he is not an officer or director. Any shares owned by a limited
                liability company which is wholly-owned or controlled by Alex Katz
                shall
                be treated as shares owned by Alex Katz and subject to the same
                restrictions as Alex Katz. Restricted Stockholders shall include
                all
                persons who are officers and directors of the Company and all stockholders
                who hold shares of Common Stock as a result of the Exchange of Shares.
                The
                restriction contained in this Section 6.16 shall apply to any transferee,
                including any legatee or distribute. Andrew Barron Worden and the
                Investors shall not be considered Restricted Stockholders; provided,
                that
                any Investor who would be considered a Restricted Stockholder but
                for his
                being an Investor shall be a Restricted Stockholder only with respect
                to
                his shares of Common Stock which were not acquired in his capacity
                as an
                Investor pursuant to this Agreement. The restrictions in this Section
                6.16
                shall not apply to shares issued pursuant to a stock option or long-term
                incentive plans which may be approved by the Compensation Committee
                provided that such committee is comprised of a majority of independent
                directors.

            


    

     

    
      
        SECURITIES
          PURCHASE AGREEMENT

      

      
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          22

        
          

        

      

      
        
        

      

    

     

    
      	6.17.	
              Employment
                and Consulting Contracts.
                For three years after the Closing, the Company must have a unanimous
                approval from the Compensation Committee of the Board of Directors
                having
                reached a conclusion that any awards other than salary are reasonable
                for
                any officer, director or consultants whose compensation is more than
                $100,000 per annum. This Section 6.17 does not apply to attorneys,
                accountants and other persons who provide professional services to
                the
                Company.

            


    

     

    
      	6.18.	
              Subsequent
                Equity Sales.
                From the date hereof until such time as the Investors hold no more
                than 5%
                of the Shares (determined as if the Note and the Series A Preferred
                Stock
                were fully converted and the Warrants fully exercised), the Company
                shall
                be prohibited from effecting or entering into an agreement to effect
                any
                Subsequent Financing involving a “Variable
                Rate Transaction”
                or an “MFN
                Transaction”
                (each as defined below). The term “Variable
                Rate Transaction”
                shall mean a transaction in which the Company issues or sells (i)
                any debt
                or equity securities that are convertible into, exchangeable or
                exercisable for, or include the right to receive additional shares
                of
                Common Stock either (A) at a conversion, exercise or exchange rate
                or
                other price that is based upon and/or varies with the trading prices
                of or
                quotations for the shares of Common Stock at any time after the initial
                issuance of such debt or equity securities, or (B) with a conversion,
                exercise or exchange price that is subject to being reset at some
                future
                date after the initial issuance of such debt or equity security or
                upon
                the occurrence of specified or contingent events directly or indirectly
                related to the business of the Company or the market for the Common
                Stock.
                The term “MFN
                Transaction”
                shall mean a transaction in which the Company issues or sells any
                securities in a capital raising transaction or series of related
                transactions which grants to an investor the right to receive additional
                shares based upon future transactions of the Company on terms which
                are
                more favorable to the Investors than the terms initially provided
                to the
                investor in its initial securities purchase agreement with the Company.
                The Investors shall be entitled to obtain injunctive relief against
                the
                Company to preclude any such issuance, which remedy shall be in addition
                to any right to collect damages. Notwithstanding the foregoing, this
                Section 6.18 shall not apply in respect of an Exempt Issuance, except
                that
                no Variable Rate Transaction or MFN Transaction shall be an Exempt
                Issuance.

            


    

     

    
      	6.19.	
              Approval
                of Restated Certificate.
                The Company shall adopt the Restated Certificate and the file the
                Restated
                Certificate not later than one hundred twenty (120) days from the
                Closing
                Date. As provided in the Restated Certificate, the Restated Certificate
                will effect a one-for-150 reverse split of the Common Stock. Until
                the
                Restated Certificate is filed with the Secretary of State of the
                State of
                Delaware, the certificates for the Common Stock issued to the DFAC
                stockholders shall be held in escrow with Sichenzia Ross Friedman
                Ference
                LLP along with stock powers endorsed in blank; provided, however,
                that the
                stockholders shall have the right to vote such shares. If the Restated
                Certificate shall not be filed with the Secretary of State of the
                State of
                Delaware by the close of business on the required filing date, which
                shall
                be the one hundred twentieth (120th)
                day after the date of this Agreement, or, if such one hundred twentieth
                (120th)
                day is not a day on which the Secretary of State of the State of
                Delaware
                accepts filings, then on the next day on which such filing are accepted,
                the Company shall pay to the Investors, as liquidated damages and
                not as a
                penalty, an amount equal to five percent (5%) of the Purchase Price
                paid
                by such Investor. Such payment will become immediately due and payable,
                without further demand by the Investors, on the close of business
                on
                required filing date.

            


    

     

    
      
        SECURITIES
          PURCHASE AGREEMENT

      

      
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          23

        
          

        

      

      
        
        

      

    

     

    
      	6.20.	
              Stock
                Splits.
                All forward and reverse stock splits shall affect all equity and
                derivative holders proportionately.

            


    

     

    
      	6.21.	
              Continuation
                in Aerospace Business.
                During the three year period commencing on the date of this Agreement,
                or
                until such earlier date as all of the Investors shall no longer own
                20% of
                the Shares initially issuable to such Investor, (a) the Company will
                continue to derive not less than 70% of its consolidated revenue
                from
                sales to the aerospace industries, and (b) any acquisitions will
                be of
                companies that sell products to the aerospace industries such that,
                following completion of the acquisitions, this representation and
                warranty
                contained in clause (a) of this Section 6.21 will continue to be
                true and
                correct. For the purpose of determining whether an Investor owns
                20% of
                the Shares initially issuable to such Investor, the Investor shall
                be
                deemed to own the Shares which are issuable upon conversion of the
                Note
                and Series A Preferred Stock or upon exercise of Warrants purchased
                by the
                Investor pursuant to this
                Agreement.

            


    

     

    
      	6.22.	
              Payment
                of Due Diligence Expenses.
                At Closing the Escrow Agent shall disperse to the Barron Fifty Thousand
                Dollars ($50,000.00) for due diligence, legal and any other expenses
                which
                the Investors may incur in connection with this
                Agreement.

            


    

     

     

    ARTICLE
      VII

     

    COVENANTS
      OF THE INVESTORS

    


    
      	
              7.1.

            	
              Compliance
                with Law.
                Each Investor covenants that its trading activities with respect
                to shares
                of the Company’s Common Stock will be in compliance with all applicable
                state and federal securities laws, rules and regulations and rules
                and
                regulations of any public market on which the Company’s Common Stock is
                listed. 

            


    

     

    
      	
              7.2.

            	
              Transfer
                Restrictions.
                Each Investor acknowledges that (a) the Note, the Series A Preferred
                Stock
                and Warrants and the Shares have not been registered under the 1933
                Act,
                and may not be transferred unless (i) they are subject to a current
                and
                effective registration statement under the 1933 Act, or (ii) the
                Investor
                shall have delivered to the Company an opinion of counsel, which
                counsel
                and opinion shall be reasonably satisfactory 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; and (b) any sale
                of the
                Securities made in reliance on Rule 144 promulgated under the 1933
                Act may
                be made only in accordance with the terms of said Rule, to the extent
                that
                such Rule is applicable.

            


    

     

    
      	
              7.3.

            	
              Restrictive
                Legend.
                Each Investor acknowledges and agrees that the Securities and the
                Shares
                shall bear a restrictive legend and a stop-transfer order may be
                placed
                against transfer of any such Securities except that the requirement
                for a
                restrictive legend shall not apply to Shares sold pursuant to a current
                and effective registration statement or a sale pursuant Rule 144
                or any
                successor rule.

            


    

     

    
      
        SECURITIES
          PURCHASE AGREEMENT

      

      
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          24

        
          

        

      

      
        
        

      

    

     

    
      	
              7.4.

            	
              Restated
                Certificate.
                Each Investor hereby agrees to vote any shares of capital stock that
                the
                Investor may own
                directly or beneficially, for the adoption of the Restated Certificate.
                

            


    

     

    
      	
              7.5.

            	
              Limitation
                on Amendment.
                No Investor shall take any action to modify the 4.9% Limitation in
                this
                Agreement, the Notes, the Certificate of Designation or the
                Warrants.

            


    

     

    ARTICLE
      VIII

     

    CONDITIONS
      PRECEDENT TO THE COMPANY’S OBLIGATIONS

    


    The
      obligation of the Company to consummate the transactions contemplated hereby
      shall be subject to the fulfillment, on or prior to Closing Date, of the
      following conditions:

    


    
      	
              8.1.

            	
              No
                Termination.
                This Agreement shall not have been terminated pursuant to Article
                X
                hereof.

            


    

     

    
      	
              8.2.

            	
              Representations
                True and Correct.
                The representations and warranties of the Investors contained in
                this
                Agreement shall be true and correct in all material respects on and
                as of
                the Closing Date with the same force and effect as if made on as
                of the
                Closing Date.

            


    

     

    
      	
              8.3.

            	
              Compliance
                with Covenants.
                The Investors shall have performed and complied in all material respects
                with all covenants, agreements, and conditions required by this Agreement
                to be performed or complied with by it prior to or at the Closing
                Date.

            


    

     

    
      	
              8.4.

            	
              No
                Adverse Proceedings.
                On the Closing Date, no action or proceeding shall be pending by
                any
                public authority or individual or entity before any court or
                administrative body to restrain, enjoin, or otherwise prevent the
                consummation of this Agreement or the transactions contemplated hereby
                or
                to recover any damages or obtain other relief as a result of the
                transactions proposed hereby. 

            


    

     

    ARTICLE
      IX

     

    CONDITIONS
      PRECEDENT TO INVESTORS’ OBLIGATIONS

    


    The
      obligation of the Investors to consummate the transactions contemplated hereby
      shall be subject to the fulfillment, on or prior to Closing Date unless
      specified otherwise, of the following conditions:

    


    
      	
              9.1.

            	
              No
                Termination.
                This Agreement shall not have been terminated pursuant to Article
                X
                hereof.

            


    

     

    
      	
              9.2.

            	
              Representations
                True and Correct.
                The representations and warranties of the Company contained in this
                Agreement shall be true and correct in all material respects on and
                as of
                the Closing Date with the same force and effect as if made on as
                of the
                Closing Date.

            


    

     

    
      
        SECURITIES
          PURCHASE AGREEMENT

      

      
        PAGE
          25

        
          

        

      

      
        
        

      

    

     

    
      	
              9.3.

            	
              Compliance
                with Covenants.
                The Company shall have performed and complied in all material respects
                with all covenants, agreements, and conditions required by this Agreement
                to be performed or complied with by it prior to or at the Closing
                Date.

            


    

     

    
      	
              9.4.

            	
              No
                Adverse Proceedings.
                On the Closing Date, no action or proceeding shall be pending by
                any
                public authority or individual or entity before any court or
                administrative body to restrain, enjoin, or otherwise prevent the
                consummation of this Agreement or the transactions contemplated hereby
                or
                to recover any damages or obtain other relief as a result of the
                transactions proposed hereby.

            


    

     

    
      	
              9.5.

            	
              Exchange
                of Securities Completed.
                The Exchange of Securities shall have been completed on or prior
                to the
                Closing Date, and the Company shall be the sole equity owner of DFAC
                and
                DFAC shall have acquired the assets of Freundlich pursuant to the
                Asset
                Purchase Agreement.. 

            


    

     

    ARTICLE
      X

     

    TERMINATION,
      AMENDMENT AND WAIVER

    


    
      	
              10.1.

            	
              Termination.
                This Agreement may be terminated at any time prior to the Closing
                Date

            


    

     

    10.1.1. by
      mutual
      written consent of the Investors and the Company;

     

    10.1.2. by
      the
      Company upon a material breach of any representation, warranty, covenant or
      agreement on the part of the Investors set forth in this Agreement, or by the
      Investors upon a material breach of any representation, warranty, covenant
      or
      agreement on the part of the Company set forth in this Agreement, or by either
      party if (a) the representations or warranties of the other party, taken
      together, shall fail to be true and correct in all material respects or (b)
      if
      the conditions to closing set forth in Article VIII or Article IX of this
      Agreement shall not be satisfied, and such breach or failure shall, if capable
      of cure, not have been cured within five (5) business days after receipt by
      the
      party in breach of a notice from the non-breaching party setting forth in detail
      the nature of such breach.

     

    
      	
              10.2.

            	
              Effect
                of Termination.
                Except as otherwise provided herein, in the event of the termination
                of
                this Agreement pursuant to Section 10.1 hereof, there shall be no
                liability on the part of the Company or the Investors or any of their
                respective officers, directors, agents or other representatives and
                all
                rights and obligations of any party hereto shall
                cease.

            


    

     

    
      	
              10.3.

            	
              Amendment.
                This Agreement may be amended by the parties hereto any time prior
                to the
                Closing Date by an instrument in writing signed by the parties
                hereto;
                provided, however that the 4.9% Limitation may not be amended or
                waived.

            


    

     

    
      	
              10.4.

            	
              Waiver.
                At any time prior to the Closing Date, the Company or the Investors,
                as
                appropriate, may: (a) extend the time for the performance of any
                of the
                obligations or other acts of other party or; (b) waive any inaccuracies
                in
                the representations and warranties contained herein or in any document
                delivered pursuant hereto which have been made to it or them; or
                (c) waive
                compliance with any of the agreements or conditions contained herein
                for
                its or their benefit other than the 4.9% Limitation which may not
                be
                waived. Any such extension or waiver shall be valid only if set forth
                in
                an instrument in writing signed by the party or parties to be bound
                hereby.

            


    

     

    
      
        SECURITIES
          PURCHASE AGREEMENT

      

      
        PAGE
          26

        
          

        

      

      
        
        

      

    

    ARTICLE
      XI

     

    GENERAL
      PROVISIONS

    


    
      	
              11.1.

            	
              Transaction
                Costs.
                Except as otherwise provided herein, each of the parties shall pay
                all of
                his or its costs and expenses (including attorney fees and other
                legal
                costs and expenses and accountants’ fees and other accounting costs and
                expenses) incurred by that party in connection
                with this Agreement; provided, the Company shall pay the Investors
                for its
                expenses as provided in Section 6.22.

            


    

     

    
      	
              11.2.

            	
              Indemnification.
                Each Investor, singly and not jointly, agrees to indemnify, defend
                and
                hold the Company (following the Closing Date) and its officers and
                directors harmless against and in respect of any and all claims,
                demands,
                losses, costs, expenses, obligations, liabilities or damages, including
                interest, penalties and reasonable attorney’s fees, that it shall incur or
                suffer, which arise out of or result from any breach of this Agreement
                by
                such Investor or failure by such Investor to perform with respect
                to the
                representations, warranties or covenants contained in this Agreement
                or in
                any exhibit or other instrument furnished or to be furnished under
                this
                Agreement. The Company agrees to indemnify, defend and hold the Investors
                (following the Closing Date) harmless against and in respect of any
                and
                all claims, demands, losses, costs, expenses, obligations, liabilities
                or
                damages, including interest, penalties and reasonable attorney’s fees,
                that it shall incur or suffer, which arise out of, result from or
                relate
                to any breach of this Agreement or failure by the Company to perform
                with
                respect to the representations, warranties or covenants contained
                in this
                Agreement or in any exhibit or other instrument furnished or to be
                furnished under this Agreement. In no event shall the Company or
                the
                Investors be entitled to recover consequential or punitive damages
                resulting from a breach or violation of this Agreement nor shall
                any party
                have any liability hereunder in the event of gross negligence or
                willful
                misconduct of the indemnified party. In the event of the failure
                of the
                Company to issue the Securities in violation of the provisions of
                this
                Agreement and the Registration Rights Agreement, the Investors, as
                their
                sole remedy, shall be entitled to pursue a remedy of specific performance
                upon tender into the Court an amount equal to the Purchase Price
                hereunder. The indemnification by the Investors shall be limited
                to
                $50,000.00. This Section 11.2 shall not relate to indemnification
                under
                the Registration Rights Agreement.

            


    

     

    
      	
              11.3.

            	
              Headings.
                The headings contained in this Agreement are for reference purposes
                only
                and shall not affect in any way the meaning or interpretation of
                this
                Agreement.

            


    

     

    
      	
              11.4.

            	
              Entire
                Agreement.
                This Agreement (together with the Schedule, Exhibits and documents
                referred to herein) constitute the entire agreement of the parties
                and
                supersede all prior agreements and undertakings, both written and
                oral,
                between the parties, or any of them, with respect to the subject
                matter
                hereof. 

            


    

     

    
      
        SECURITIES
          PURCHASE AGREEMENT

      

      
        PAGE
          27

        
          

        

      

      
        
        

      

    

     

    
      	
              11.5.

            	
              Notices.
                All notices and other communications hereunder shall be in writing
                and
                shall be deemed to have been given (i) on the date they are delivered
                if
                delivered in person; (ii) on the date initially received if delivered
                by
                facsimile transmission or e-mail provided that any notice by facsimile
                or
                e-mail shall only be effective if receipt is acknowledged by the
                recipient; or (iv) on the on the date of delivery as shown on the
                return
                receipt, if mailed by registered or certified mail, return receipt
                requested with postage and other fees prepaid as
                follows:

            


    

     

    If
      to
      the Company:

    


    Jordan
      1
      Holdings Company

    2200
      Arthur Kill Road

    Staten
      Island, NY 10309

    Attention:
      Robert Moyer, CEO

    Facsimile:

    e-mail:

    


    


    With
      a
      copy to:

     

    Sichenzia
      Ross Friedman Ference LLP

    1065
      Avenue of the Americas

    New
      York,
      New York 10018

    Attention:
      Darrin Ocasio, Esq.

    Facsimile
      No.: (212) 930-9725

    e-mail:
      dmocasio@srff.com

    


    If
      to
      the Investors:

    


    at
      their
      respective addresses set forth in Schedule A

    


    
      	
              11.6.

            	
              Severability.
                If any term or other provision of this Agreement is invalid, illegal
                or
                incapable of being enforced by any rule of law or public policy,
                all other
                conditions and provisions of this Agreement shall nevertheless remain
                in
                full force and effect so long as the economic or legal substance
                of the
                transactions contemplated hereby is not affected in any manner materially
                adverse to any party. Upon such determination that any such term
                or other
                provision is invalid, illegal or incapable of being enforced, the
                parties
                hereto shall negotiate in good faith to modify this Agreement so
                as to
                effect the original intent of the parties as closely as possible
                in an
                acceptable manner to the end that the transactions contemplated hereby
                are
                fulfilled to the extent possible.

            


    

     

    
      	
              11.7.

            	
              Binding
                Effect.
                All the terms and provisions of this Agreement whether so expressed
                or
                not, shall be binding upon, inure to the benefit of, and be enforceable
                by
                the parties and their respective administrators, executors, legal
                representatives, heirs, successors and assignees.
                

            


    

     

    
      
        SECURITIES
          PURCHASE AGREEMENT

      

      
        PAGE
          28

        
          

        

      

      
        
        

      

    

     

    
      	
              11.8.

            	
              Preparation
                of Agreement.
                This Agreement shall not be construed more strongly against any party
                regardless of who is responsible for its preparation. The parties
                acknowledge each contributed and is equally responsible for its
                preparation. In
                resolving any dispute regarding, or construing any provision in,
                this
                Agreement, there shall be no presumption made or inference drawn
                because
                of the drafting history of the Agreement, or because of the inclusion
                of a
                provision not contained in a prior draft or the deletion or modification
                of a provision contained in a prior
                draft.

            


    

     

    
      	
              11.9.

            	
              Governing
                Law.
                This Agreement shall be governed by, and construed in accordance
                with, the
                laws of the State of New York, without giving effect to applicable
                principles of conflicts of law.

            


    

     

    
      	
              11.10.

            	
              Jurisdiction.
                If any action is brought among the parties with respect to this Agreement
                or otherwise, by way of a claim or counterclaim, the parties agree
                that in
                any such action, and on all issues, the parties irrevocably waive
                their
                right to a trial by jury. Exclusive jurisdiction and venue for any
                such
                action shall be the federal and state courts situated in the City,
                County
                and State of New York. In the event suit or action is brought by
                any party
                under this Agreement to enforce any of its terms, or in any appeal
                therefrom, it is agreed that the prevailing party shall be entitled
                to
                reasonable attorneys fees to be fixed by the arbitrator, trial court,
                and/or appellate court if such party prevails on substantially all
                issues
                in dispute.

            


    

     

    
      	
              11.11.

            	
              Preparation
                and Filing of SEC filings.
                The Investors shall reasonably assist and cooperate with the Company
                in
                the preparation of all filings with the SEC after the Closing Date
                due
                after the Closing Date. 

            


    

     

    
      	
              11.12.

            	
              Further
                Assurances, Cooperation.
                Each party shall, upon reasonable request by the other party, execute
                and
                deliver any additional documents necessary or desirable to complete
                the
                transactions herein pursuant to and in the manner contemplated by
                this
                Agreement. The parties hereto agree to cooperate and use their respective
                best efforts to consummate the transactions contemplated by this
                Agreement.

            


    

     

    
      	
              11.13.

            	
              Survival.
                The representations, warranties, covenants and agreements made herein
                shall survive the Closing of the transaction contemplated hereby.
                

            


    

     

    
      	
              11.14.

            	
              Third
                Parties.
                Except as disclosed in this Agreement, nothing in this Agreement,
                whether
                express or implied, is intended to confer any rights or remedies
                under or
                by reason of this Agreement on any persons other than the parties
                hereto
                and their respective administrators, executors, legal representatives,
                heirs, successors and assignees. Nothing in this Agreement is intended
                to
                relieve or discharge the obligation or liability of any third persons
                to
                any party to this Agreement, nor shall any provision give any third
                persons any right of subrogation or action over or against any party
                to
                this Agreement.

            


    

     

    
      	
              11.15.

            	
              Failure
                or Indulgence Not Waiver; Remedies Cumulative.
                No failure or delay on the part of any party hereto in the exercise
                of any
                right hereunder shall impair such right or be construed to be a waiver
                of,
                or acquiescence in, any breach of any representation, warranty, covenant
                or agreement herein, nor shall any single or partial exercise of
                any such
                right preclude other or further exercise thereof or of any other
                right.
                All rights and remedies existing under this Agreement are cumulative
                to,
                and not exclusive of, any rights or remedies otherwise
                available.

            


    

     

    
      
        SECURITIES
          PURCHASE AGREEMENT

      

      
        PAGE
          29

        
          

        

      

      
        
        

      

    

     

    
      	
              11.16.

            	
              Counterparts.
                This Agreement may be executed in one or more counterparts, and by
                the
                different parties hereto in separate counterparts, each of which
                when
                executed shall be deemed to be an original, but all of which taken
                together shall constitute one and the same agreement. A facsimile
                transmission of this signed Agreement shall be legal and binding
                on the
                party who delivered the Agreement by facsimile transmission; provided,
                that such party shall promptly deliver the signed Agreement by overnight
                courier services. 

            


    

     

    [SIGNATURES
      ON FOLLOWING PAGE]

    


     

     

    
 

    
      
        SECURITIES
          PURCHASE AGREEMENT

      

      
        PAGE
          30

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF,
      the
      Investors and the Company have as of the date first written above executed
      this
      Agreement.

    


    THE
      COMPANY:

     

    JORDAN
      1 HOLDINGS COMPANY

    


    


    By:
      Robert
      P. Moyer

    Name:
      Robert P. Moyer

    Title:
      Chief Executive Officer

    


    


    


    INVESTORS:

    


    BARRON
      PARTNERS LP

    By:
      Barron Capital Advisors, LLC, its General Partner

    


    


    By:
      /s/
      Andrew Barron Worden

    Andrew
      Barron Worden

    President

    730
      Fifth
      Avenue, 9th Floor

    New
      York
      NY 10019

    


    


    /s/
      Richard Henri Kreger

    Richard
      Henri Kreger

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Schedule
      A

    


    


    
      	
               

              NAME
                AND ADDRESS

            	
              AMOUNT
                OF

               INVESTMENT

            	
              PRINCIPAL

              OF
                NOTE

            	
              SHARES
                OF SERIES A

              PREFERRED
                

              STOCK/SHARES
                OF 

              COMMON
                STOCK 

              ISSUABLE
                UPON 

              CONVERSION**

            	
              NUMBER
                OF 

              SHARES
                

              UNDERLYING
                “A”

              AND
                “B” WARRANTS

            
	 	 	 	 	 
	
              Barron
                Partners LP

              730
                Fifth Avenue

              25th
                Floor

              New
                York, New York 10019

              Attn:
                Andrew Barron Worden

              e-mail:
                abw@barronpartners.com

              mcj@barronpartners.com

            	
              $5,250,000

            	
              $1,000,000

            	
              4,722,222/

              14,166,666

            	
              9,624,369/

              9,624,369

            
	 	 	 	 	 
	
              Richard
                Henri Kreger

              255
                Huguenot Street

              Apt.
                1618

              New
                Rochelle, New York 10801

              e-mail:
                rkreger@midtownpartners.com

            	
              500,000*

            	
              -0-

            	
              555,556/

              1,666,668

            	
              916,631/

              916,631

            


    

     

    *  
      of which $119,325.39
      has
      been
      paid on behalf of the Company, leaving a remaining balance of
      $380,674.61.

    **
      Each
      share of Series A Preferred Stock is initially convertible into three shares
      of
      Common Stock.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
      E

    


    Restated
      Certificate 

    


    


    RESTATED
      CERTIFICATE OF INCORPORATION

    


    OF

    


    Precision
      Aerospace Components, Inc.

    


    Precision
      Aerospace Components, Inc., a corporation organized and existing under the
      General Corporation Law of the State of Delaware (the “Corporation”), does
      hereby certify:

     

    1.  The
      Certificate of Incorporation of the Corporation was filed with the Secretary
      of
      State on December 28, 2005 under the name Jordan 1 Holdings
      Company.

     

    2.  The
      name
      of the Corporation was changed to Precision Aerospace Components, Inc. by a
      Certificate of Ownership and Merger of Precision Aerospace Components, Inc.
      into
      Jordan 1 Holdings Company which was filed with the Secretary of State on July
      ,
      2006.

     

    3.  The
      Certificate of Incorporation of the Corporation is hereby amended and restated
      to read as follows:

     

    FIRST:
      The name of the Corporation is Precision Aerospace Components, Inc. (the
“Corporation”).

     

    SECOND:
      The address of its registered office in the State of Delaware is 2711
      Centerville Road, Suite 400, Wilmington, Delaware, 19808. The name of its
      registered agent at such address is Corporation Service Company.

     

    THIRD:
      The purpose of the Corporation is to engage in any lawful act or activity for
      which corporations may be organized under the General Corporation Law of
      Delaware.

    


      FOURTH: (a) The
      total
      number of shares of capital stock which this Corporation is authorized to issue
      is one hundred million (100,000,000) shares, of which:

    


    (i) ten
      million (10,000,000) shares shall be designated as Preferred Stock, and shall
      have a par value of $.001 per share;

    


    (ii) ninety
      million (90,000,000) shares shall be designated as Common Stock, and shall
      have
      a par value of $.001 per share; and

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

       (b) The
      Board
      of Directors is expressly authorized at any time, and from time to time, to
      provide for the issuance of shares of Preferred Stock in one or more series,
      with such voting powers, full or limited, or without voting powers and with
      such
      designations, preferences and relative, participating, optional or other special
      rights, qualifications, limitations or restrictions thereof, as shall be stated
      and expressed in the resolution or resolutions providing for the issue thereof
      adopted by the Board of Directors and as are not stated and expressed in this
      Certificate of Incorporation, or any amendment thereto, including (but without
      limiting the generality of the foregoing) the following:

    


    (i) the
      designation of such series;

    


    (ii) the
      dividend rate of such series, the conditions and dates upon which such dividends
      shall be payable, the preference or relation which such dividends shall bear
      to
      the dividends payable on any other class or classes or of any other series
      of
      capital stock, whether such dividends shall be cumulative or noncumulative,
      and
      whether such dividends may be paid in shares of any class or series of capital
      stock or other securities of the Corporation;

    


    (iii) whether
      the shares of such series shall be subject to redemption by the Corporation,
      and, if made subject to such redemption, the times, prices and other terms
      and
      conditions of such redemption;

    


    (iv) the
      terms
      and amount of any sinking fund provided for the purchase or redemption of the
      shares of such series;

    


    (v) whether
      or not the shares of such series shall be convertible into or exchangeable
      for
      shares of any other class or classes or series of capital stock or other
      securities of the Corporation, and, if provision be made for conversion or
      exchange, the times, prices, rates, adjustment and other terms and conditions
      of
      such conversion or exchange;

    


    (vi) the
      extent, if any, to which the holders of the shares of such series shall be
      entitled to vote, as a class or otherwise, with respect to the election of
      the
      directors or otherwise, and the number of votes to which the holder of each
      share of such series shall be entitled;

    


    (vii) the
      restrictions, if any, on the issue or reissue of any additional shares or series
      of Preferred Stock; and

    


    (viii) the
      rights of the holders of the shares of such series upon the dissolution of,
      or
      upon the distribution of assets of, the Corporation.

    


      (c) No
      holder
      of any stock of the Corporation of any class or series now or hereafter
      authorized, shall, as such holder, be entitled as of right to purchase or
      subscribe for any shares of stock of the Corporation of any class or any series
      now or hereafter authorized, or any securities convertible into or exchangeable
      for any such shares, or any warrants, options, rights or other instruments
      evidencing rights to subscribe for, or purchase, any such shares, whether such
      shares, securities, warrants, options, rights or other instruments be unissued
      or issued and thereafter acquired by the Corporation.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    FIFTH:
      Election of directors need not be by ballot unless the By-laws of the
      Corporation shall so provide.

    


    SIXTH:
      A
      director of the Corporation shall not be personally liable to the Corporation
      or
      its stockholders for monetary damages for breach of fiduciary duty as a
      director, except for liability (i) for any breach of the director’s duty of
      loyalty to the Corporation or its stockholders, (ii) for acts or omissions
      not
      in good faith or which involve intentional misconduct or a knowing violation
      of
      law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
      for any transaction from which the director derived an improper personal
      benefit.

    


    SEVENTH: (a) Right
      to Indemnification.
      Each
      person who was or is made a party or is threatened to be made a party to or
      is
      involved in any action, suit or proceeding, whether civil, criminal,
      administrative or investigative (hereinafter, a “proceeding”), by reason of the
      fact that he or she, or a person of whom he or she is the legal representative,
      is or was a director or officer of the Corporation or is or was serving at
      the
      request of the Corporation as a director, officer, employee or agent of another
      corporation or of a partnership, joint venture, trust or other enterprise,
      including service with respect to employee benefit plans, whether the basis
      of
      such proceeding is alleged action in an official capacity as a director,
      officer, employee or agent or in any other capacity while serving as a director,
      officer, employee or agent, shall be indemnified and held harmless by the
      Corporation to the fullest extent authorized by the Delaware General Corporation
      Law, as the same exists or may hereafter be amended (but, in the case of any
      such amendment, only to the extent that such amendment permits the Corporation
      to provide broader indemnification rights than said law permitted the
      Corporation to provide prior to such amendment), against all expense, liability
      and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or
      penalties and amounts paid or to be paid in settlement) reasonably incurred
      or
      suffered by such person in connection therewith and such indemnification shall
      continue as to a person who has ceased to be a director, officer, employee
      or
      agent and shall inure to the benefit of his or her heirs, executors and
      administrators; provided, however, that, except as provided in Paragraph (b)
      of
      this Article SEVENTH, the Corporation shall indemnify any such person seeking
      indemnification in connection with a proceeding (or part thereof) initiated
      by
      such person only if such proceeding (or part thereof) was authorized by the
      Board of Directors of the Corporation. The right to indemnification conferred
      in
      this Article SEVENTH shall be a contract right and shall include the right
      to be
      paid by the Corporation the expenses incurred in defending any such proceeding
      in advance of its final disposition; provided, however, that, if the Delaware
      General Corporation Law requires, the payment of such expenses incurred by
      a
      director or officer in his or her capacity as a director of officer (and not
      in
      any other capacity in which service was or is rendered by such person while
      a
      director or officer, including, without limitation, service to an employee
      benefit plan) in advance of the final disposition of a proceeding, shall be
      made
      only upon delivery to the Corporation of an undertaking, by or on behalf of
      such
      director or officer, to repay all amounts so advanced if it shall ultimately
      be
      determined that such director or officer is not entitled to be indemnified
      under
      this Article SEVENTH or otherwise. The Corporation may, by action of its Board
      of Directors, provide indemnification to employees and agents of the Corporation
      with the same scope and effect as the foregoing indemnification of directors
      and
      officers.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) Right
      of Claimant to Bring Suit.
      If a
      claim under Paragraph (a) of this Article SEVENTH is not paid in full by the
      Corporation within thirty (30) days after a written claim has been received
      by
      the Corporation, the claimant may at any time thereafter bring suit against
      the
      Corporation to recover the unpaid amount of the claim, and, if successful in
      whole or in part, the claimant shall be entitled to be paid also the expense
      of
      prosecuting such claim. It shall be a defense to any such action (other than
      an
      action brought to enforce a claim for expenses incurred in defending any
      proceeding in advance of its final disposition where the required undertaking,
      if any is required, has been tendered to the Corporation) that the claimant
      has
      not met the standards of conduct which make it permissible under the Delaware
      General Corporation Law for the Corporation to indemnify the claimant for the
      amount claimed, but the burden of proving such defense shall be on the
      Corporation. Neither the failure of the Corporation (including its Board of
      Directors, independent legal counsel or stockholders) to have made a
      determination prior to the commencement of such action that indemnification
      of
      the claimant is proper in the circumstances because he or she has met the
      applicable standard of conduct set forth in the Delaware General Corporation
      Law, nor an actual determination by the Corporation (including its Board of
      Directors, independent legal counsel or stockholders) that the claimant has
      not
      met such applicable standard of conduct, shall be a defense to the action or
      create a presumption that the claimant has not met the applicable standard
      or
      conduct.

    


    (c) Non-Exclusivity
      of Rights.
      The
      right to indemnification and the payment of expenses incurred in defending
      a
      proceeding in advance of its final disposition conferred in this Article SEVENTH
      shall not be exclusive of any other right which any person may have or hereafter
      acquire under any statute, provision of the Certificate of Incorporation,
      by-law, agreement, vote of stockholders or disinterested directors or
      otherwise.

    


    (d) Insurance.
      The
      Corporation may maintain insurance, at its expense, to protect itself and any
      director, officer, employee or agent of the Corporation or another corporation,
      partnership, joint venture, trust or other enterprise against any such expense,
      liability or loss, whether or not the Corporation would have the power to
      indemnify such person against such expense, liability or loss under the Delaware
      General Corporation Law.

    


    EIGHTH:
      In furtherance and not in limitation of the powers conferred upon the Board
      of
      Directors by law, the Board of Directors shall have power to make, adopt, alter,
      amend or repeal from time to time By-laws of the Corporation, subject to the
      right of the stockholders entitled to vote with respect thereto to alter and
      repeal By-laws made by the Board of Directors and subject to the provisions
      of
      any By-law limiting the right of the Board of Directors to make certain
      modifications to the By-laws.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.  Upon
      the
      filing of this Restated Certificate of Incorporation:

     

    (a)  Each
      share of Common Stock outstanding on the date this Restated Certificate of
      Incorporation is filed with the Secretary of State shall automatically become
      and be converted into one one hundred fiftieth (1/150) of a share of Common
      Stock (the “Reverse Split”). The par value of the Common Stock shall not be
      affected by the Reverse Split. No fractional shares shall be issued as a result
      of the Reverse Split. The Corporation shall pay, with respect to fractional
      shares, the value of such fractional shares based on the last reported trading
      price on the principal stock exchange or market on which the Common Stock is
      traded on the trading day preceding the effective date of the Reverse Split,
      or
      there is no trading of such date, the average of the closing bid prices on
      such
      date.

     

    (b)  Each
      of
      the presently outstanding shares of Series B Convertible Preferred Stock, par
      value $.001 per share (“Series B Preferred Stock”), will, in accordance with the
      provisions of the Certificate of Designation creating the Series B Preferred
      Stock, automatically, without any action on the part of the holder, become
      and
      be converted into two shares of Common Stock (determined after giving effect
      to
      the Reverse Split), and the shares of Series B Preferred Stock so converted
      shall have the status of authorized but unissued shares of Preferred Stock,
      without designation as to series until such stock is once more designated as
      part of a particular series by the Corporation’s Board of
      Directors.

     

    5.  Set
      forth
      as Exhibit A to this Restated Certificate of Incorporation is a Statement of
      Designations setting forth the rights, preferences, privileges and limitations
      of a series of Preferred Stock consisting of seven million one hundred thousand
      (7,100,000) shares and designated as the Series A Convertible Preferred
      Stock.

     

    6.  This
      Restated Certificate of Incorporation has been duly adopted in accordance with
      the provisions of Sections 242 and 245 of the General Corporation Law of
      Delaware.

     

    7.  The
      capital of the Corporation will not be reduced under or by reason of any
      amendment herein certified.

     

    IN
      WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by
      its
      president this __th day of _______, 2006.

    


    


     s/________________________________

    Name:

    Title: