**NOTE
      AND WARRANT PURCHASE**





**AGREEMENT**




**Dated
      as of** **February
      28, 2006**




**by
      and among**




**INTERLINK
      GLOBAL CORP.**




**and**





**THE
      PURCHASERS LISTED ON EXHIBIT A**










**NOTE
      AND WARRANT PURCHASE AGREEMENT**





This
      NOTE
      AND WARRANT PURCHASE AGREEMENT dated as of February
      28, 2006 (this
      “ Agreement ”)
      by and
      among Interlink Global Corp., a Nevada corporation (the “ Company ”),
      and
      each of the purchasers of the senior convertible promissory notes of the Company
      whose names are set forth on Exhibit
      A attached
      hereto (each a “ Purchaser ”
and
      collectively, the “ Purchasers ”).





The
      parties hereto agree as follows:





**ARTICLE
      I**




**PURCHASE
      AND SALE OF NOTES AND WARRANTS**





Section
      1.1  Purchase
      and Sale of Notes and Warrants .





(a)  Upon
      the
      following terms and conditions, the Company shall issue and sell to the
      Purchasers, and the Purchasers shall purchase from the Company, (i) Series
      B 10%
      senior convertible promissory notes in the aggregate principal amount of **Eight
      Hundred and Fifty Thousand Dollars ($850,000)** ,
      convertible into shares of the Company’s common stock, par value $0.001 per
      share (the “ Common
      Stock ”),
      in
      substantially the form attached hereto as Exhibit
      B (the
“ Senior
      Notes ”).
      The
      Company and the Purchasers are executing and delivering this Agreement in
      accordance with and in reliance upon the exemption from securities registration
      afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and
      the
      rules and regulations promulgated thereunder (the “ Securities
      Act ”),
      including Regulation D (“ Regulation
      D ”),
      and/or upon such other exemption from the registration requirements of the
      Securities Act as may be available with respect to any or all of the investments
      to be made hereunder.





(b)  Upon
      the
      following terms and conditions, the Purchasers shall be issued:




(i)
      Series D Warrants, in substantially the form attached hereto as Exhibit
      C (the
“ Series
      D Warrants ”),
      to
      purchase a number of shares of Common Stock equal to one hundred percent (100%)
      of the number of Conversion Shares issuable upon conversion of such Purchaser’s
      Senior Note at an exercise price per share equal to the Warrant Price (as
      defined in the Series D Warrants) and a term of Five (5) years following the
      Closing Date;




(ii)
      Series E Warrants, in substantially the form attached hereto as Exhibit
      D (the
“ Series
      E Warrants ”),
      to
      purchase a number of shares of Common Stock equal to one hundred percent (100%)
      of the number of Conversion Shares issuable upon conversion of such Purchaser’s
      Senior Note at an exercise price per share equal to the Warrant Price (as
      defined in the Series E Warrants) and a term of Seven (7) years following the
      Effective Date (as defined in Section 1.4 hereof); and




(iii)
      Series F Warrants, in substantially the form attached hereto as Exhibit
      E (the
“ Series
      F Warrants ”),
      to
      purchase a number of shares of Common Stock equal to one hundred percent (100%)
      of the number of Conversion Shares issuable upon conversion of such Purchaser’s
      Senior Note at an exercise price per share equal to the Warrant Price (as
      defined in the Series F Warrants) and a term of Ten (10) years following the
      Effective Date (as defined in Section 1.4 hereof); and




Page2




The
      number of shares of Common Stock issuable upon exercise of the Warrants issuable
      to each Purchaser is set forth opposite such Purchaser’s name on Exhibit
      A attached
      hereto.




Section
      1.2  Purchase
      Price and Closing . Subject
      to the terms and conditions hereof, the Company agrees to issue and sell to
      the
      Purchasers and, in consideration of and in express reliance upon the
      representations, warranties, covenants, terms and conditions of this Agreement,
      the Purchasers, severally but not jointly, agree to purchase the Notes and
      Warrants for an aggregate purchase price of **Eight
      Hundred and Fifty Thousand Dollars ($850,000)** (the
“ Purchase
      Price ”).
      The
      Notes and Warrants shall be sold and funded in one closing (the “ Closing ”)
      which
      shall take place on or before February
      28, 2006 (the
      “ Closing
      Date ”).
      At
      the Closing, the purchase and sale of the Notes and Warrants to be acquired
      by
      the Purchasers from the Company under this Agreement shall take place the office
      of counsel for the Holders as set forth herein, at 10:00 a.m., New York time; provided ,
      that
      all of the conditions set forth in Article IV hereof and applicable to each
      Closing shall have been fulfilled or waived in accordance herewith. Subject
      to
      the terms and conditions of this Agreement, at each Closing the Company shall
      deliver or cause to be delivered to each Purchaser (x) its Notes for the
      principal amount set forth opposite the name of such Purchaser on Exhibit
      A hereto
      and (y) the Warrants to purchase such number of shares of Common Stock as is
      set
      forth opposite the name of such Purchaser on Exhibit
      A attached
      hereto. At each Closing, each Purchaser shall deliver its Purchase Price by
      wire
      transfer of immediately available funds to an ac count
      designated by the Company.




Section
      1.3  Conversion
      Shares / Warrant Shares . The
      Company has authorized and has reserved and covenants to continue to reserve,
      free of preemptive rights and other similar contractual rights of stockholders,
      a number of its authorized but unissued shares of Common Stock equal to one
      hundred twenty percent (120%) of (a) the aggregate number of shares of Common
      Stock to effect the conversion of the Notes and any interest accrued and
      outstanding thereon and exercise of the Warrants as of the Closing Date. Any
      shares of Common Stock issuable upon conversion of the Notes and any interest
      accrued and outstanding on the Notes are herein referred to as the “ Conversion
      Shares ”.
      Any
      shares of Common Stock issuable upon exercise of the Warrants (and such shares
      when issued) are herein referred to as the “ Warrant
      Shares ”.
      The
      Notes, Warrants and the Warrant Shares are sometimes collectively referred
      to
      herein as the “ Securities ”.




**ARTICLE
      II**




**REPRESENTATIONS
      AND WARRANTIES**




Section
      2.1  Representations
      and Warranties of the Company .
      The
      Company hereby represents and warrants to the Purchasers, as of the date hereof
      and each Closing Date (except as set forth on the Schedule of Exceptions
      attached hereto with each numbered Schedule corresponding to the section number
      herein), as follows:




Page3




(a)  Organization,
      Good Standing and Power .
      The
      Company is a corporation duly incorporated, validly existing and in good
      standing under the laws of the State of Nevada and has the requisite corporate
      power to own, lease and operate its properties and assets and to conduct its
      business as it is now being conducted. The Company does not have any
      Subsidiaries (as defined in Section 2.1(g)) or own securities of any kind in
      any
      other entity except as set forth on Schedule
      2.1(g) hereto.
      The Company and each such Subsidiary (as defined in Section 2.1(g)) is duly
      qualified as a foreign corporation to do business and is in good standing in
      every jurisdiction in which the nature of the business conducted or property
      owned by it makes such qualification necessary except for any jurisdiction(s)
      (alone or in the aggregate) in which the failure to be so qualified will not
      have a Material Adverse Effect. For the purposes of this Agreement,
“ Material
      Adverse Effect ”
means
      any material adverse effect on the business, operations, properties, prospects,
      or financial condition of the Company and its Subsidiaries and/or any condition,
      circumstance, or situation that would prohibit or otherwise materially interfere
      with the ability of the Company to perform any of its obligations under this
      Agreement in any material respect.




(b)  Authorization;
      Enforcement .
      The
      Company has the requisite corporate power and authority to enter into and
      perform this Agreement, the Notes, the Warrants, the Registration Rights
      Agreement by and among the Company and the Purchasers, dated as of the date
      hereof, substantially in the form of Exhibit
      F attached
      hereto (the “ Registration
      Rights Agreement ”),
      and
      the Irrevocable Transfer Agent Instructions (as defined in Section 3.16 hereof)
      (collectively, the “ Transaction
      Documents ”)
      and to
      issue and sell the Securities in accordance with the terms hereof. The
      execution, delivery and performance of the Transaction Documents by the Company
      and the consummation by it of the transactions contemplated thereby have been
      duly and validly authorized by all necessary corporate action, and, except
      as
      set forth on Schedule
      2.1(b) ,
      no
      further consent or authorization of the Company, its Board of Directors or
      stockholders is required. When executed and delivered by the Company, each
      of
      the Transaction Documents shall constitute a valid and binding obligation of
      the
      Company enforceable against the Company in accordance with its terms, except
      as
      such enforceability may be limited by applicable bankruptcy, reorganization,
      moratorium, liquidation, conservatorship, receivership or similar laws relating
      to, or affecting generally the enforcement of, creditor’s rights and remedies or
      by other equitable principles of general application.




(c)  Capitalization .
      The
      authorized capital stock and the issued and outstanding shares of capital stock
      of the Company as of the Closing Date is set forth on Schedule
      2.1(c) hereto.
      All of the outstanding shares of the Common Stock and any other outstanding
      security of the Company have been duly and validly authorized. Except as set
      forth in this Agreement, the Commission Documents (as defined in Section 2.1(f))
      or as set forth on Schedule
      2.1(c) hereto,
      no shares of Common Stock or any other security of the Company are entitled
      to
      preemptive rights or registration rights and there are no outstanding options,
      warrants, scrip, rights to subscribe to, call or commitments of any character
      whatsoever relating to, or securities or rights convertible into, any shares
      of
      capital stock of the Company. Furthermore, except as set forth in this Agreement
      and as set forth on Schedule
      2.1(c) hereto,
      there are no contracts, commitments, understandings, or arrangements by which
      the Company is or may become bound to issue additional shares of the capital
      stock of the Company or options, securities or rights convertible into shares
      of
      capital stock of the Company. Except for customary transfer restrictions
      contained in agreements entered into by the Company in order to sell restricted
      securities or as provided on Schedule
      2.1(c) hereto,
      the Company is not a party to or bound by any agreement or understanding
      granting registration or anti-dilution rights to any person with respect to
      any
      of its equity or debt securities. Except as set forth on Schedule
      2.1(c) ,
      the
      Company is not a party to, and it has no knowledge of, any agreement or
      understanding restricting the voting or transfer of any shares of the capital
      stock of the Company.




Page4




(d)  Issuance
      of Securities .
      The
      Notes and the Warrants to be issued at each Closing have been duly authorized
      by
      all necessary corporate action and, when paid for or issued in accordance with
      the terms hereof, the Notes shall be validly issued and outstanding, free and
      clear of all liens, encumbrances and rights of refusal of any kind. When the
      Conversion Shares and Warrant Shares are issued and paid for in accordance
      with
      the terms of this Agreement and as set forth in the Notes and Warrants, such
      shares will be duly authorized by all necessary corporate action and validly
      issued and outstanding, fully paid and nonassessable, free and clear of all
      liens, encumbrances and rights of refusal of any kind and the holders shall
      be
      entitled to all rights accorded to a holder of Common Stock.




(e)  No
      Conflicts .
      The
      execution, delivery and performance of the Transaction Documents by the Company,
      the performance by the Company of its obligations under the Notes and the
      consummation by the Company of the transactions contemplated hereby and thereby,
      and the issuance of the Securities as contemplated hereby, do not and will
      not
      (i) violate or conflict with any provision of the Company’s Articles of
      Incorporation (the “ Articles ”)
      or
      Bylaws (the “ Bylaws ”),
      each
      as amended to date, or any Subsidiary’s comparable charter documents, (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,
      mortgage, deed of trust, indenture, note, bond, license, lease agreement,
      instrument or obligation to which the Company or any of its Subsidiaries is
      a
      party or by which the Company or any of its Subsidiaries’ respective properties
      or assets are bound, or (iii) result in a violation of any federal, state,
      local
      or foreign statute, rule, regulation, order, judgment or decree (including
      federal and state securities laws and regulations) applicable to the Company
      or
      any of its Subsidiaries or by which any property or asset of the Company or
      any
      of its Subsidiaries are bound or affected, except, in all cases, for such
      conflicts, defaults, terminations, amendments, acceleration, cancellations
      and
      violations as would not, individually or in the aggregate, have a Material
      Adverse Effect (other than violations pursuant to clauses (i) or (iii) (with
      respect to federal and state securities laws)). Neither
      the Company nor any of its Subsidiaries is required under federal, state,
      foreign or local law, rule or regulation to obtain any consent, authorization
      or
      order of, or make any filing or registration with, any court or governmental
      agency in order for it to execute, deliver or perform any of its obligations
      under the Transaction Documents or issue and sell the Securities in accordance
      with the terms hereof (other than any filings, consents and approvals which
      may
      be required to be made by the Company under applicable state and federal
      securities laws, rules or regulations or any registration provisions provided
      in
      the Registration Rights Agreement).




(f)  Commission
      Documents, Financial Statements .
      The Common
      Stock of the Company is currently listed on the Pink Sheets and will be
      registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act
      of
      1934, as amended (the “ Exchange
      Act ”),
      and
      the Company
      will have timely filed all reports, schedules, forms, statements and other
      documents required to be filed by it with the Commission pursuant to the
      reporting requirements of the Exchange Act (all of the foregoing including
      filings incorporated by reference therein being referred to herein as the
“ Commission
      Documents ”).
      Any
      form 10-QSB and Form 10-KSB filings to be made by the Company will not contain
      any untrue statement of a material fact or omit to state a material fact
      required to be stated therein or necessary in order to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading. As of their respective dates, the financial statements of the
      Company included in the Commission Documents complied as to form in all material
      respects with applicable accounting requirements and the published rules and
      regulations of the Commission or other applicable rules and regulations with
      respect thereto. Such financial statements have been prepared in accordance
      with
      generally accepted accounting principles (“ GAAP ”)
      applied on a consistent basis during the periods involved (except (i) as may
      be
      otherwise indicated in such financial statements or the notes thereto or (ii)
      in
      the case of unaudited interim statements, to the extent they may not include
      footnotes or may be condensed or summary statements), and fairly present in
      all
      material respects the financial position of the Company and its Subsidiaries
      as
      of the dates thereof and the results of operations and cash flows for the
      periods then ended (subject, in the case of unaudited statements, to normal
      year-end audit adjustments).




Page5




(g)  Subsidiaries . Schedule
      2.1(g) hereto
      sets forth each Subsidiary of the Company, showing the jurisdiction of its
      incorporation or organization and showing the percentage of each person’s
      ownership of the outstanding stock or other interests of such Subsidiary. For
      the purposes of this Agreement, “ Subsidiary ”
shall
      mean any corporation or other entity of which at least a majority of the
      securities or other ownership interest having ordinary voting power (absolutely
      or contingently) for the election of directors or other persons performing
      similar functions are at the time owned directly or indirectly by the Company
      and/or any of its other Subsidiaries. All of the outstanding shares of capital
      stock of each Subsidiary have been duly authorized and validly issued, and
      are
      fully paid and nonassessable. Except as set forth on Schedule
      2.1(g) hereto,
      there are no outstanding preemptive, conversion or other rights, options,
      warrants or agreements granted or issued by or binding upon any Subsidiary
      for
      the purchase or acquisition of any shares of capital stock of any Subsidiary
      or
      any other securities convertible into, exchangeable for or evidencing the rights
      to subscribe for any shares of such capital stock. Neither the Company nor
      any
      Subsidiary is subject to any obligation (contingent or otherwise) to repurchase
      or otherwise acquire or retire any shares of the capital stock of any Subsidiary
      or any convertible securities, rights, warrants or options of the type described
      in the preceding sentence except as set forth on Schedule
      2.1(g) hereto.
      Neither the Company nor any Subsidiary is party to, nor has any knowledge of,
      any agreement restricting the voting or transfer of any shares of the capital
      stock of any Subsidiary.




(h)  No
      Material Adverse Change .
      Since
      June 30, 2005, the Company has not experienced or suffered any Material Adverse
      Effect, except as disclosed on Schedule
      2.1(h) hereto.




(i)  No
      Undisclosed Liabilities .
      Except
      as disclosed on Schedule
      2.1(i) hereto,
      neither the Company nor any of its Subsidiaries has incurred any liabilities,
      obligations, claims or losses (whether liquidated or unliquidated, secured
      or
      unsecured, absolute, accrued, contingent or otherwise) other than those incurred
      in the ordinary course of the Company’s or its Subsidiaries respective
      businesses or which, individually or in the aggregate, are not reasonably likely
      to have a Material Adverse Effect.




Page6




(j)  No
      Undisclosed Events or Circumstances .
      Since
      June 30, 2005, except as disclosed on Schedule
      2.1(j) hereto,
      no event or circumstance has occurred or exists with respect to the Company
      or
      its Subsidiaries or their respective businesses, properties, prospects,
      operations or financial condition, which, under applicable law, rule or
      regulation, requires public disclosure or announcement by the Company but which
      has not been so publicly announced or disclosed.




(k)  Indebtedness . Schedule
      2.1(k) hereto
      sets forth as of the date hereof all outstanding secured and unsecured
      Indebtedness of the Company or any Subsidiary, or for which the Company or
      any
      Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness”
shall mean (a) any liabilities for borrowed money or amounts owed in excess
      of
      $100,000 (other than trade accounts payable incurred in the ordinary course
      of
      business), (b) all guaranties, endorsements and other contingent obligations
      in
      respect of Indebtedness of others, whether or not the same are or should be
      reflected in the Company’s balance sheet (or the notes thereto), except
      guaranties by endorsement of negotiable instruments for deposit or collection
      or
      similar transactions in the ordinary course of business; and (c) the present
      value of any lease payments in excess of $25,000 due under leases required
      to be
      capitalized in accordance with GAAP. Neither the Company nor any Subsidiary
      is
      in default with respect to any Indebtedness.




(l)  Title
      to Assets .
      Each of
      the Company and the Subsidiaries has good and valid title to all of its real
      and
      personal property reflected in the Commission Documents, free and clear of
      any
      mortgages, pledges, charges, liens, security interests or other encumbrances,
      except for those indicated on Schedule
      2.1(l) hereto
      or such that, individually or in the aggregate, do not cause a Material Adverse
      Effect. Any leases of the Company and each of its Subsidiaries are valid and
      subsisting and in full force and effect.




(m)  Actions
      Pending .
      There
      is no action, suit, claim, investigation, arbitration, alternate dispute
      resolution proceeding or other proceeding pending or, to the knowledge of the
      Company, threatened against the Company or any Subsidiary which questions the
      validity of this Agreement or any of the other Transaction Documents or any
      of
      the transactions contemplated hereby or thereby or any action taken or to be
      taken pursuant hereto or thereto. Except as set forth in the Commission
      Documents or on Schedule
      2.1(m) hereto,
      there is no action, suit, claim, investigation, arbitration, alternate dispute
      resolution proceeding or other proceeding pending or, to the knowledge of the
      Company, threatened against or involving the Company, any Subsidiary or any
      of
      their respective properties or assets, which individually or in the aggregate,
      would reasonably be expected, if adversely determined, to have a Material
      Adverse Effect. There are no outstanding orders, judgments, injunctions, awards
      or decrees of any court, arbitrator or governmental or regulatory body against
      the Company or any Subsidiary or any officers or directors of the Company or
      Subsidiary in their capacities as such, which individually or in the aggregate,
      could reasonably be expected to have a Material Adverse Effect.




(n)  Compliance
      with Law .
      The
      business of the Company and the Subsidiaries has been and is presently being
      conducted in accordance with all applicable federal, state and local
      governmental laws, rules, regulations and ordinances, except as set forth in
      the
      Commission Documents or on Schedule
      2.1(n) hereto
      or such that, individually or in the aggregate, the noncompliance therewith
      could not reasonably be expected to have a Material Adverse Effect. The Company
      and each of its Subsidiaries have all franchises, permits, licenses, consents
      and other governmental or regulatory authorizations and approvals necessary
      for
      the conduct of its business as now being conducted by it unless the failure
      to
      possess such franchises, permits, licenses, consents and other governmental
      or
      regulatory authorizations and approvals, individually or in the aggregate,
      could
      not reasonably be expected to have a Material Adverse Effect.




Page7




(o)  Taxes .
      The
      Company and each of the Subsidiaries has accurately prepared and filed all
      federal, state and other tax returns required by law to be filed by it, has
      paid
      or made provisions for the payment of all taxes shown to be due and all
      additional assessments, and adequate provisions have been and are reflected
      in
      the financial statements of the Company and the Subsidiaries for all current
      taxes and other charges to which the Company or any Subsidiary is subject and
      which are not currently due and payable. Except as disclosed on Schedule
      2.1(o) hereto
      or in the Commission Documents, none of the federal income tax returns of the
      Company or any Subsidiary have been audited by the Internal Revenue Service.
      The
      Company has no knowledge of any additional assessments, adjustments or
      contingent tax liability (whether federal or state) of any nature whatsoever,
      whether pending or threatened against the Company or any Subsidiary for any
      period, nor of any basis for any such assessment, adjustment or
      contingency.




(p)  Certain
      Fees .
      Except
      as set forth on Schedule
      2.1(p) hereto,
      the Company has not employed any broker or finder or incurred any liability
      for
      any brokerage or investment banking fees, commissions, finders’ structuring
      fees, financial advisory fees or other similar fees in connection with the
      Transaction Documents.




(q)  Disclosure .
      Except
      for the transactions contemplated by this Agreement, the Company confirms that
      neither it nor any other person acting on its behalf has provided any of the
      Purchasers or their agents or counsel with any information that constitutes
      or
      might constitute material, nonpublic information. To the best of the Company’s
      knowledge, neither this Agreement or the Schedules hereto nor any other
      documents, certificates or instruments furnished to the Purchasers by or on
      behalf of the Company or any Subsidiary in connection with the transactions
      contemplated by this Agreement contain any untrue statement of a material fact
      or omit to state a material fact necessary in order to make the statements
      made
      herein or therein, in the light of the circumstances under which they were
      made
      herein or therein, not misleading.




(r)  Operation
      of Business .
      Except
      as set forth on Schedule
      2.1(r) hereto,
      the Company and each of the Subsidiaries owns or possesses the rights to all
      patents, trademarks, domain names (whether or not registered) and any patentable
      improvements or copyrightable derivative works thereof, websites and
      intellectual property rights relating thereto, service marks, trade names,
      copyrights, licenses and authorizations which are necessary for the conduct
      of
      its business as now conducted without any conflict with the rights of
      others.




(s)  Environmental
      Compliance .
      To the
      best knowledge of the Company, except as set forth on Schedule
      2.1(s) hereto
      or in the Commission Documents, the Company and each of its Subsidiaries have
      obtained all material approvals, authorization, certificates, consents,
      licenses, orders and permits or other similar authorizations of all governmental
      authorities, or from any other person, that are required under any Environmental
      Laws. “Environmental Laws” shall mean all applicable laws relating to the
      protection of the environment including, without limitation, all requirements
      pertaining to reporting, licensing, permitting, controlling, investigating
      or
      remediating emissions, discharges, releases or threatened releases of hazardous
      substances, chemical substances, pollutants, contaminants or toxic substances,
      materials or wastes, whether solid, liquid or gaseous in nature, into the air,
      surface water, groundwater or land, or relating to the manufacture, processing,
      distribution, use, treatment, storage, disposal, transport or handling of
      hazardous substances, chemical substances, pollutants, contaminants or toxic
      substances, material or wastes, whether solid, liquid or gaseous in nature.
      To
      the best of the Company’s knowledge, the Company has all necessary governmental
      approvals required under all Environmental Laws as necessary for the Company’s
      business or the business of any of its subsidiaries. To the best of the
      Company’s knowledge, the Company and each of its subsidiaries are also in
      compliance with all other limitations, restrictions, conditions, standards,
      requirements, schedules and timetables required or imposed under all
      Environmental Laws. Except for such instances as would not individually or
      in
      the aggregate have a Material Adverse Effect, there are no past or present
      events, conditions, circumstances, incidents, actions or omissions relating
      to
      or in any way affecting the Company or its Subsidiaries that violate or may
      violate any Environmental Law after the Closing Date or that may give rise
      to
      any environmental liability, or otherwise form the basis of any claim, action,
      demand, suit, proceeding, hearing, study or investigation (i) under any
      Environmental Law, or (ii) based on or related to the manufacture, processing,
      distribution, use, treatment, storage (including without limitation underground
      storage tanks), disposal, transport or handling, or the emission, discharge,
      release or threatened release of any hazardous substance.




Page8




(t)  Books
      and Records; Internal Accounting Controls .
      The
      records and documents of the Company and its Subsidiaries accurately reflect
      in
      all material respects the information relating to the business of the Company
      and the Subsidiaries, the location and collection of their assets, and the
      nature of all transactions giving rise to the obligations or accounts receivable
      of the Company or any Subsidiary. The Company and each of its Subsidiaries
      maintain a system of internal accounting controls sufficient, in the judgment
      of
      the Company’s board of directors, to provide reasonable assurance that (i)
      transactions are executed in accordance with management’s general or specific
      authorizations, (ii) transactions are recorded as necessary to permit
      preparation of financial statements in conformity with generally accepted
      accounting principles and to maintain asset accountability, (iii) access to
      assets is permitted only in accordance with management’s general or specific
      authorization and (iv) the recorded accountability for assets is compared with
      the existing assets at reasonable intervals and appropriate actions are taken
      with respect to any differences.




(u)  Material
      Agreements .
      Except
      for the Transaction Documents (with respect to clause (i) only), as disclosed
      in
      the Commission Documents or as set forth on Schedule
      2.1(u) hereto,
      or as would not be reasonably likely to have a Material Adverse Effect, (i)
      the
      Company and each of its Subsidiaries have performed all obligations required
      to
      be performed by them to date under any written or oral contract, instrument,
      agreement, commitment, obligation, plan or arrangement, filed or required to
      be
      filed with the Commission (the “ Material
      Agreements ”),
      (ii)
      neither the Company nor any of its Subsidiaries has received any notice of
      default under any Material Agreement and, (iii) to the best of the Company’s
      knowledge, neither the Company nor any of its Subsidiaries is in default under
      any Material Agreement now in effect.




Page9




(v)  Transactions
      with Affiliates .
      Except
      as set forth on Schedule
      2.1(v) hereto
      and in the Commission Documents, there are no loans, leases, agreements,
      contracts, royalty agreements, management contracts or arrangements or other
      continuing transactions between (a) the Company, any Subsidiary or any of their
      respective customers or suppliers on the one hand, and (b) on the other hand,
      any officer, employee, consultant or director of the Company, or any of its
      Subsidiaries, or any person owning at least 5% of the outstanding capital stock
      of the Company or any Subsidiary or any member of the immediate family of such
      officer, employee, consultant, director or stockholder or any corporation or
      other entity controlled by such officer, employee, consultant, director or
      stockholder, or a member of the immediate family of such officer, employee,
      consultant, director or stockholder which, in each case, is required to be
      disclosed in the Commission Documents or in the Company’s most recently filed
      definitive proxy statement on Schedule 14A, that is not so disclosed in the
      Commission Documents or in such proxy statement.




(w)  Securities
      Act of 1933 .
      Based
      in material part upon the representations herein of the Purchasers, the Company
      has complied and will comply with all applicable federal and state securities
      laws in connection with the offer, issuance and sale of the Securities
      hereunder. Neither the Company nor anyone acting on its behalf, directly or
      indirectly, has or will sell, offer to sell or solicit offers to buy any of
      the
      Securities or similar securities to, or solicit offers with respect thereto
      from, or enter into any negotiations relating thereto with, any person, or
      has
      taken or will take any action so as to bring the issuance and sale of any of
      the
      Securities under the registration provisions of the Securities Act and
      applicable state securities laws, and neither the Company nor any of its
      affiliates, nor any person acting on its or their behalf, has engaged in any
      form of general solicitation or general advertising (within the meaning of
      Regulation D under the Securities Act) in connection with the offer or sale
      of
      any of the Securities.




(x)  Employees .
      Neither
      the Company nor any Subsidiary has any collective bargaining arrangements or
      agreements covering any of its employees, except as set forth on Schedule
      2.1(x) hereto.
      Except as set forth on Schedule
      2.1(x) hereto,
      neither the Company nor any Subsidiary has any employment contract, agreement
      regarding proprietary information, non-competition agreement, non-solicitation
      agreement, confidentiality agreement, or any other similar contract or
      restrictive covenant, relating to the right of any officer, employee or
      consultant to be employed or engaged by the Company or such Subsidiary required
      to be disclosed in the Commission Documents that is not so disclosed. No
      officer, consultant or key employee of the Company or any Subsidiary whose
      termination, either individually or in the aggregate, would be reasonably likely
      to have a Material Adverse Effect, has terminated or, to the knowledge of the
      Company, has any present intention of terminating his or her employment or
      engagement with the Company or any Subsidiary.




(y)  Absence
      of Certain Developments .
      Except
      as set forth in the Commission Documents or provided on Schedule
      2.1(y) hereto,
      since June 30, 2005, neither the Company nor any Subsidiary has:





(i)  issued
      any stock, bonds or other corporate securities or any right, options or warrants
      with respect thereto;




Page10




(ii)  borrowed
      any amount in excess of $100,000 or incurred or become subject to any other
      liabilities in excess of $100,000 (absolute or contingent) except current
      liabilities incurred in the ordinary course of business which are comparable
      in
      nature and amount to the current liabilities incurred in the ordinary course
      of
      business during the comparable portion of its prior fiscal year, as adjusted
      to
      reflect the current nature and volume of the business of the Company and its
      Subsidiaries;




(iii)  discharged
      or satisfied any lien or encumbrance in excess of $100,000 or paid any
      obligation or liability (absolute or contingent) in excess of $100,000, other
      than current liabilities paid in the ordinary course of business;




(iv)  declared
      or made any payment or distribution of cash or other property to stockholders
      with respect to its stock, or purchased or redeemed, or made any agreements
      so
      to purchase or redeem, any shares of its capital stock, in each case in excess
      of $50,000 individually or $100,000 in the aggregate;




(v)  sold,
      assigned or transferred any other tangible assets, or canceled any debts or
      claims, in each case in excess of $100,000, except in the ordinary course of
      business;




(vi)  sold,
      assigned or transferred any patent rights, trademarks, trade names, copyrights,
      trade secrets or other intangible assets or intellectual property rights in
      excess of $100,000, or disclosed any proprietary confidential information to
      any
      person except to customers in the ordinary course of business or to the
      Purchasers or their representatives;




(vii)  suffered
      any material losses or waived any rights of material value, whether or not
      in
      the ordinary course of business, or suffered the loss of any material amount
      of
      prospective business;




(viii)  made
      any
      changes in employee compensation except in the ordinary course of business
      and
      consistent with past practices;




(ix)  made
      capital expenditures or commitments therefor that aggregate in excess of
      $100,000;




(x)  entered
      into any material transaction, whether or not in the ordinary course of
      business;




(xi)  made
      charitable contributions or pledges in excess of $10,000;




(xii)  suffered
      any material damage, destruction or casualty loss, whether or not covered by
      insurance;




(xiii)  experienced
      any material problems with labor or management in connection with the terms
      and
      conditions of their employment; or




Page11




(xiv)  entered
      into an agreement, written or otherwise, to take any of the foregoing
      actions.




(z)  Public
      Utility Holding Company Act and Investment Company Act Status .
      The
      Company is not a “holding company” or a “public utility company” as such terms
      are defined in the Public Utility Holding Company Act of 1935, as amended.
      The
      Company is not, and as a result of and immediately upon the Closing will not
      be,
      an “investment company” or a company “controlled” by an “investment company,”
within the meaning of the Investment Company Act of 1940, as
      amended.




(aa)  ERISA .
      No
      liability to the Pension Benefit Guaranty Corporation has been incurred with
      respect to any Plan by the Company or any of its Subsidiaries which is or would
      be materially adverse to the Company and its Subsidiaries. The execution and
      delivery of this Agreement and the issuance and sale of the Securities will
      not
      involve any transaction which is subject to the prohibitions of Section 406
      of
      the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or in
      connection with which a tax could be imposed pursuant to Section 4975 of the
      Internal Revenue Code of 1986, as amended, provided that, if any of the
      Purchasers, or any person or entity that owns a beneficial interest in any
      of
      the Purchasers, is an “employee pension benefit plan” (within the meaning of
      Section 3(2) of ERISA) with respect to which the Company is a “party in
      interest” (within the meaning of Section 3(14) of ERISA), the requirements of
      Sections 407(d)(5) and 408(e) of ERISA, if applicable, are met. As used in
      this
      Section 2.1(aa), the term “Plan” shall mean an “employee pension benefit plan”
(as defined in Section 3 of ERISA) which is or has been established or
      maintained, or to which contributions are or have been made, by the Company
      or
      any Subsidiary or by any trade or business, whether or not incorporated, which,
      together with the Company or any Subsidiary, is under common control, as
      described in Section 414(b) or (c) of the Code.




(bb)  Independent
      Nature of Purchasers .
      The
      Company acknowledges that the obligations of each Purchaser under the
      Transaction Documents are several and not joint with the obligations of any
      other Purchaser, and no Purchaser shall be responsible in any way for the
      performance of the obligations of any other Purchaser under the Transaction
      Documents. The Company acknowledges that the decision of each Purchaser to
      purchase Securities pursuant to this Agreement has been made by such Purchaser
      independently of any other purchase and independently of any information,
      materials, statements or opinions as to the business, affairs, operations,
      assets, properties, liabilities, results of operations, condition (financial
      or
      otherwise) or prospects of the Company or of its Subsidiaries which may have
      made or given by any other Purchaser or by any agent or employee of any other
      Purchaser, and no Purchaser or any of its agents or employees shall have any
      liability to any Purchaser (or any other person) relating to or arising from
      any
      such information, materials, statements or opinions. The Company acknowledges
      that nothing contained herein, or in any Transaction Document, and no action
      taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute
      the Purchasers as a partnership, an association, a joint venture or any other
      kind of entity, or create a presumption that the Purchasers are in any way
      acting in concert or as a group with respect to such obligations or the
      transactions contemplated by the Transaction Documents. The Company acknowledges
      that for reasons of administrative convenience only, the Transaction Documents
      have been prepared by counsel for one of the Purchasers and such counsel does
      not represent all of the Purchasers but only such Purchaser and the other
      Purchasers have retained their own individual counsel with respect to the
      transactions contemplated hereby.  The Company acknowledges that it has
      elected to provide all Purchasers with the same terms and Transaction Documents
      for the convenience of the Company and not because it was required or requested
      to do so by the Purchasers. The Company acknowledges that such procedure with
      respect to the Transaction Documents in no way creates a presumption that the
      Purchasers are in any way acting in concert or as a group with respect to the
      Transaction Documents or the transactions contemplated hereby or
      thereby.




Page12




(cc)  No
      Integrated Offering .
      Neither
      the Company, nor any of its affiliates, nor any person acting on its or their
      behalf, has directly or indirectly made any offers or sales of any security
      or
      solicited any offers to buy any security under circumstances that would cause
      the offering of the Securities pursuant to this Agreement to be integrated
      with
      prior offerings by the Company for purposes of the Securities Act which would
      prevent the Company from selling the Securities pursuant to Regulation D and
      Rule 506 thereof under the Securities Act, or any applicable exchange-related
      stockholder approval provisions, nor will the Company or any of its affiliates
      or subsidiaries take any action or steps that would cause the offering of the
      Securities to be integrated with other offerings .
      The
      Company does not have any registration statement pending before the Commission
      or currently under the Commission’s review and except as set forth on Schedule
      2.1(cc) hereto,
      since June 1, 2005, the Company has not offered or sold any of its equity
      securities or debt securities convertible into shares of Common
      Stock.




(dd)  Sarbanes-Oxley
      Act . 
      The Company is in compliance with the applicable provisions of the
      Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley
      Act ”),
      and
      the rules and regulations promulgated thereunder, that are effective and intends
      to comply with other applicable provisions of the Sarbanes-Oxley Act, and the
      rules and regulations promulgated thereunder, upon the effectiveness of such
      provisions.





(ee)  Dilutive
      Effect .
      The
      Company understands and acknowledges that its obligation to issue Conversion
      Shares upon conversion of the Notes in accordance with this Agreement and the
      Notes and its obligations to issue the Warrant Shares upon the exercise of
      the
      Warrants in accordance with this Agreement and the Warrants, is, in each case,
      absolute and unconditional regardless of the dilutive effect that such issuance
      may have on the ownership interest of other stockholders of the
      Company.




(ff)  DTC
      Status .
      Except
      as set forth on Schedule
      2.1(ff) hereto,
      the Company’s transfer agent is a participant in and the Common Stock is
      eligible for transfer pursuant to the Depository Trust Company Automated
      Securities Transfer Program. The name, address, telephone number, fax number,
      contact person and email of the Company transfer agent is set forth on Schedule
      2.1(ff) hereto.




(gg)  Acknowledgement
      Regarding Purchasers’ Trading Activity .
      The
      Company understands and acknowledges that, one or more Purchasers may engage
      in
      hedging activities at various times during the period that the Securities are
      outstanding.




Section
      2.2  Representations
      and Warranties of the Purchasers .
      Each of
      the Purchasers hereby represents and warrants to the Company with respect solely
      to itself and not with respect to any other Purchaser as follows as of the
      date
      hereof and as of each Closing Date:




Page13




(a)  Organization
      and Standing of the Purchasers .
      If the
      Purchaser is an entity, such Purchaser is a corporation, limited liability
      company or partnership duly incorporated or organized, validly existing and
      in
      good standing under the laws of the jurisdiction of its incorporation or
      organization.




(b)  Authorization
      and Power .
      Each
      Purchaser has the requisite power and authority to enter into and perform the
      Transaction Documents and to purchase the Securities being sold to it hereunder.
      The execution, delivery and performance of the Transaction Documents by each
      Purchaser and the consummation by it of the transactions contemplated hereby
      have been duly authorized by all necessary corporate or partnership action,
      and
      no further consent or authorization of such Purchaser or its Board of Directors,
      stockholders, or partners, as the case may be, is required. When executed and
      delivered by the Purchasers, the other Transaction Documents shall constitute
      valid and binding obligations of each Purchaser enforceable against such
      Purchaser 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, creditor’s rights and remedies or by
      other equitable principles of general application.




(c)  No
      Conflict .
      The
      execution, delivery and performance of the Transaction Documents by the
      Purchaser and the consummation by the Purchaser of the transactions contemplated
      thereby and hereby do not and will not (i) violate any provision of the
      Purchaser’s charter or organizational documents, (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, mortgage, deed of
      trust, indenture, note, bond, license, lease agreement, instrument or obligation
      to which the Purchaser is a party or by which the Purchaser’s respective
      properties or assets are bound, or (iii) result in a violation of any federal,
      state, local or foreign statute, rule, regulation, order, judgment or decree
      (including federal and state securities laws and regulations) applicable to
      the
      Purchaser or by which any property or asset of the Purchaser are bound or
      affected, except, in all cases, other than violations pursuant to clauses (i)
      or
      (iii) (with respect to federal and state securities laws) above, except, for
      such conflicts, defaults, terminations, amendments, acceleration, cancellations
      and violations as would not, individually or in the aggregate, materially and
      adversely affect the Purchaser’s ability to perform its obligations under the
      Transaction Documents.




(d)  Acquisition
      for Investment .
      Each
      Purchaser is purchasing the Securities solely for its own account and not with
      a
      view to or for sale in connection with distribution. Each Purchaser does not
      have a present intention to sell any of the Securities, nor a present
      arrangement (whether or not legally binding) or intention to effect any
      distribution of any of the Securities to or through any person or entity; provided , however ,
      that by
      making the representations herein, such Purchaser does not agree to hold the
      Securities for any minimum or other specific term and reserves the right to
      dispose of the Securities at any time in accordance with Federal and state
      securities laws applicable to such disposition. Each Purchaser acknowledges
      that
      it (i) has such knowledge and experience in financial and business matters
      such
      that Purchaser is capable of evaluating the merits and risks of Purchaser’s
      investment in the Company, (ii) is able to bear the financial risks associated
      with an investment in the Securities and (iii) 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.




Page14




(e)  Rule
      144 .
      Each
      Purchaser understands that the Securities must be held indefinitely unless
      such
      Securities are registered under the Securities Act or an exemption from
      registration is available. Each Purchaser acknowledges that such person is
      familiar with Rule 144 of the rules and regulations of the Commission, as
      amended, promulgated pursuant to the Securities Act (“ Rule
      144 ”),
      and
      that such Purchaser has been advised that Rule 144 permits resales only under
      certain circumstances. Each Purchaser understands that to the extent that Rule
      144 is not available, such Purchaser will be unable to sell any Securities
      without either registration under the Securities Act or the existence of another
      exemption from such registration requirement.




(f)  General .
      Each
      Purchaser understands that the Securities are being offered and sold in reliance
      on a transactional exemption from the registration requirements of federal
      and
      state securities laws and the Company is relying upon the truth and accuracy
      of
      the representations, warranties, agreements, acknowledgments and understandings
      of such Purchaser set forth herein in order to determine the applicability
      of
      such exemptions and the suitability of such Purchaser to acquire the Securities.
      Each Purchaser understands that no United States federal or state agency or
      any
      government or governmental agency has passed upon or made any recommendation
      or
      endorsement of the Securities. Commencing on the date that the Purchasers were
      initially contacted regarding an investment in the Securities, none of the
      Purchasers has engaged in any short sale of the Common Stock and will not engage
      in any short sale of the Common Stock prior to the consummation of the
      transactions contemplated by this Agreement.




(g)  No
      General Solicitation .
      Each
      Purchaser acknowledges that the Securities were not offered to such Purchaser
      by
      means of any form of general or public solicitation or general advertising,
      or
      publicly disseminated advertisements or sales literature, including (i) any
      advertisement, article, notice or other communication published in any
      newspaper, magazine, or similar media, or broadcast over television or radio,
      or
      (ii) any seminar or meeting to which such Purchaser was invited by any of the
      foregoing means of communications. Each Purchaser, in making the decision to
      purchase the Securities, has relied upon independent investigation made by
      it
      and has not relied on any information or representations made by third
      parties.




(h)  Accredited
      Investor .
      Each
      Purchaser is an “accredited investor” (as defined in Rule 501 of Regulation D),
      and such Purchaser has such experience in business and financial matters that
      it
      is capable of evaluating the merits and risks of an investment in the
      Securities. Such Purchaser is not required to be registered as a broker-dealer
      under Section 15 of the Exchange Act and such Purchaser is not a broker-dealer.
      Each Purchaser acknowledges that an investment in the Securities is speculative
      and involves a high degree of risk.




(i)  Certain
      Fees .
      The
      Purchasers have not employed any broker or finder or incurred any liability
      for
      any brokerage or investment banking fees, commissions, finders’ structuring
      fees, financial advisory fees or other similar fees in connection with the
      Transaction Documents.




Page15




(j)  Independent
      Investment .
      No
      Purchaser has agreed to act with any other Purchaser for the purpose of
      acquiring, holding, voting or disposing of the Securities purchased hereunder
      for purposes of Section 13(d) under the Exchange Act, and each Purchaser is
      acting independently with respect to its investment in the Securities.




(k)  Regulation
      M.  Each Purchaser has complied and will comply with Regulation M
      promulgated under the Exchange Act with respect to the transactions contemplated
      by this Agreement.




(L)
      No
      Purchaser is under active investigation by any governmental entity, including
      but not limited to the Securities Exchange Commission, nor subject to any cease
      and desist order issued by the Securities Exchange Commission .




**ARTICLE
      III**




**COVENANTS**




The
      Company covenants with each Purchaser as follows, which covenants are for the
      benefit of each Purchaser and their respective permitted assignees.




Section
      3.1  Securities
      Compliance .
      The
      Company shall notify the Commission in accordance with its rules and
      regulations, of the transactions contemplated by any of the Transaction
      Documents and shall take all other necessary action and proceedings as may
      be
      required and permitted by applicable law, rule and regulation, for the legal
      and
      valid issuance of the Securities to the Purchasers, or their respective
      subsequent holders.




Section
      3.2  Registration
      and Listing .
      The
      Company shall cause its Common Stock to be registered under Sections 12(b)
      or
      12(g) of the Exchange Act, to comply in all respects with its reporting and
      filing obligations under the Exchange Act, to comply with all requirements
      related to any registration statement filed pursuant to this Agreement, and
      to
      not take any action or file any document (whether or not permitted by the
      Securities Act or the rules promulgated thereunder) to terminate or suspend
      such
      registration or to terminate or suspend its reporting and filing obligations
      under the Exchange Act or Securities Act, except as permitted herein. The
      Company will take all action necessary to continue the listing or trading of
      its
      Common Stock on the Pink Sheets, OTC Bulletin Board or other exchange or market
      on which the Common Stock is trading. If required, the Company will promptly
      file the “Listing Application” for, or in connection with, the issuance and
      delivery of the Shares and the Warrant Shares. Subject to the terms of the
      Transaction Documents, the Company further covenants that it will take such
      further action as the Purchasers may reasonably request, all to the extent
      required from time to time to enable the Purchasers to sell the Securities
      without registration under the Securities Act within the limitation of the
      exemptions provided by Rule 144 promulgated under the Securities Act. Upon
      the
      request of the Purchasers, the Company shall deliver to the Purchasers a written
      certification of a duly authorized officer as to whether it has complied with
      such requirements.




Section
      3.3  Inspection
      Rights . Provided
      same would not be in violation of Regulation FD, the Company shall permit,
      during normal business hours and upon reasonable request and reasonable notice,
      each Purchaser or any employees, agents or representatives thereof, so long
      as
      such Purchaser shall be obligated hereunder to purchase the Notes or shall
      beneficially own any Conversion Shares or Warrant Shares, for purposes
      reasonably related to such Purchaser’s interests as a stockholder, to examine
      the publicly available, non-confidential records and books of account of, and
      visit and inspect the properties, assets, operations and business of the Company
      and any Subsidiary, and to discuss the publicly available, non-confidential
      affairs, finances and accounts of the Company and any Subsidiary with any of
      its
      officers, consultants, directors, and key employees.




Page16




Section
      3.4  Compliance
      with Laws .
      The
      Company shall comply, and cause each Subsidiary to comply, with all applicable
      laws, rules, regulations and orders, noncompliance with which would be
      reasonably likely to have a Material Adverse Effect.




Section
      3.5  Keeping
      of Records and Books of Account .
      The
      Company shall keep and cause each Subsidiary to keep adequate records and books
      of account, in which complete entries will be made in accordance with GAAP
      consistently applied, reflecting all financial transactions of the Company
      and
      its Subsidiaries, and in which, for each fiscal year, all proper reserves for
      depreciation, depletion, obsolescence, amortization, taxes, bad debts and other
      purposes in connection with its business shall be made.




Section
      3.6  Reporting
      Requirements .
      If the
      Commission ceases making the Company’s periodic reports available via the
      Internet without charge, then the Company shall furnish the following to each
      Purchaser so long as such Purchaser shall be obligated hereunder to purchase
      the
      Securities or shall beneficially own Securities:




(a)  Quarterly
      Reports filed with the Commission on Form 10-QSB as soon as practical after
      the
      document is filed with the Commission, and in any event within five (5) days
      after the document is filed with the Commission;




(b)  Annual
      Reports filed with the Commission on Form 10-KSB as soon as practical after
      the
      document is filed with the Commission, and in any event within five (5) days
      after the document is filed with the Commission; and




(c)  Copies
      of
      all notices, information and proxy statements in connection with any meetings,
      that are, in each case, provided to holders of shares of Common Stock,
      contemporaneously with the delivery of such notices or information to such
      holders of Common Stock.




Section
      3.7  Other
      Agreements .
      The
      Company shall not enter into any agreement in which the terms of such agreement
      would restrict or impair the right or ability to perform of the Company or
      any
      Subsidiary under any Transaction Document.




Section
      3.8  Use
      of
      Proceeds .
      The net
      proceeds from the sale of the Securities hereunder shall be used by the Company
      for working capital and general corporate purposes, including, but not limited
      to, growth and capital initiatives, investor and public relations, acquisitions
      and activities, and not to redeem any Common Stock or securities convertible,
      exercisable or exchangeable into Common Stock or to settle any outstanding
      litigation.




Page17




Section
      3.9  Reporting
      Status . **** So
      long
      as a Purchaser beneficially owns any of the Securities, the Company shall timely
      file all reports required to be filed with the Commission pursuant to the
      Exchange Act, and the Company shall not terminate its status as an issuer
      required to file reports under the Exchange Act even if the Exchange Act or
      the
      rules and regulations thereunder would permit such termination. Notwithstanding
      the foregoing, the Purchase recognizes that the Company is presently not a
      reporting company, but is taking all necessary steps to become reporting in
      the
      next 60 days.





Section
      3.10  Disclosure
      of Transaction .
      The
      Company shall issue a press release describing the material terms of the
      transactions contemplated hereby (the “ Press
      Release ”)
      on the
      day of the Initial Closing but in no event later than one hour after the
      Closing; provided , however ,
      that if
      such Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company
      shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first
      Trading Day following the Closing Date. In addition, once the Company begins
      filing reports with the Commission, the Company shall also file with the
      Commission a Current Report on Form 8-K (the “ Form
      8-K ”)
      describing the material terms of the transactions contemplated hereby (and
      attaching as exhibits thereto this Agreement, each form of Note, the
      Registration Rights Agreement, the Security Agreement, each series of Warrant
      and the Press Release) as soon as practicable following the Closing Date but
      in
      no event more than two (2) Trading Days following the Closing Date, which Press
      Release and Form 8-K shall be subject to prior review and comment by the
      Purchasers. “ Trading
      Day ”
means
      any day during which the principal exchange on which the Common Stock is traded
      shall be open for trading.




Section
      3.11  Disclosure
      of Material Information .
      The
      Company covenants and agrees that neither it nor any other person acting on
      its
      behalf has provided or will provide any Purchaser or its agents or counsel
      with
      any information that the Company believes constitutes material non-public
      information, unless prior thereto such Purchaser shall have executed a written
      agreement regarding the confidentiality and use of such information.  The
      Company understands and confirms that each Purchaser shall be relying on the
      foregoing representations in effecting transactions in securities of the
      Company.




Section
      3.12  Pledge
      of Securities .
      The
      Company acknowledges that the Securities may be pledged by a Purchaser in
      connection with a bona  fide margin
      agreement or other loan or financing arrangement that is secured by the
      Securities. The pledge of Securities shall not be deemed to be a transfer,
      sale
      or assignment of the Securities hereunder, and no Purchaser effecting a pledge
      of the Securities shall be required to provide the Company with any notice
      thereof or otherwise make any delivery to the Company pursuant to this Agreement
      or any other Transaction Document; provided that a Purchaser and its pledgee
      shall be required to comply with the provisions of Article V hereof in order
      to
      effect a sale, transfer or assignment of Securities to such pledgee. At the
      Purchasers’ expense, the Company hereby agrees to execute and deliver such
      documentation as a pledgee of the Securities may reasonably request in
      connection with a pledge of the Securities to such pledgee by a
      Purchaser.




Section
      3.13  Amendments . The
      Company shall not amend or waive any provision of the Articles or Bylaws of
      the
      Company in any way that would adversely affect exercise rights, voting rights,
      conversion rights, prepayment rights or redemption rights of the holder of
      the
      Notes.




Page18




Section
      3.14  Distributions .
      So long
      as any Notes or Warrants remain outstanding, the Company agrees that it shall
      not (i) declare
      or pay any dividends or make any distributions to any holder(s) of Common Stock
      or (ii) purchase or otherwise acquire for value, directly or indirectly, any
      Common Stock or other equity security of the Company.




Section
      3.15  Reservation
      of Shares .
      So long
      as any of the Notes or Warrants remain outstanding, the Company shall take
      all
      action necessary to at all times have authorized and reserved for the purpose
      of
      issuance, one hundred twenty percent (120%) of the aggregate number of shares
      of
      Common Stock needed to provide for the issuance of the Conversion Shares and
      the
      Warrant Shares.




Section
      3.16  Transfer
      Agent Instructions .
      The
      Company shall issue irrevocable instructions to its transfer agent, and any
      subsequent transfer agent, to issue certificates, registered in the name of
      each
      Purchaser or its respective nominee(s), for the Conversion Shares and the
      Warrant Shares in such amounts as specified from time to time by each Purchaser
      to the Company upon conversion of the Notes or exercise of the Warrants in
      the
      form of Exhibit
      H attached
      hereto (the “ Irrevocable
      Transfer Agent Instructions ”).
      Prior
      to registration of the Conversion Shares and the Warrant Shares under the
      Securities Act, all such certificates shall bear the restrictive legend
      specified in Section 5.1 of this Agreement. The Company warrants that no
      instruction other than the Irrevocable Transfer Agent Instructions referred
      to
      in this Section 3.16 will be given by the Company to its transfer agent and
      that
      the Conversion Shares and Warrant Shares shall otherwise be freely transferable
      on the books and records of the Company as and to the extent provided in this
      Agreement and the Registration Rights Agreement. Nothing in this Section 3.16
      shall affect in any way each Purchaser’s obligations and agreements set forth in
      Section 5.1 to comply with all applicable prospectus delivery requirements,
      if
      any, upon resale of the Conversion Shares and the Warrant Shares. If a Purchaser
      provides the Company with an opinion of counsel, in a generally acceptable
      form,
      to the effect that a public sale, assignment or transfer of the Conversion
      Shares or Warrant Shares may be made without  registration
      under the Securities Act or the Purchaser provides the Company with reasonable
      assurances that the Conversion Shares or Warrant Shares can be sold pursuant
      to
      Rule 144 without any restriction as to the number of securities acquired as
      of a
      particular date that can then be immediately sold, the Company shall permit
      the
      transfer, and, in the case of the Conversion Shares and the Warrant Shares,
      promptly instruct its transfer agent to issue one or more certificates in such
      name and in such denominations as specified by such Purchaser and without any
      restrictive legend. The Company acknowledges that a breach by it of its
      obligations under this Section 3.16 will cause irreparable harm to the
      Purchasers by vitiating the intent and purpose of the transaction contemplated
      hereby. Accordingly, the Company acknowledges that the remedy at law for a
      breach of its obligations under this Section 3.16 will be inadequate and
      agrees, in the event of a breach or threatened breach by the Company of the
      provisions of this Section 3.16, that the Purchasers shall be entitled, in
      addition to all other available remedies, to an order and/or injunction
      restraining any breach and requiring immediate issuance and transfer, without
      the necessity of showing economic loss and without any bond or other security
      being required.




Section
      3.17  Disposition
      of Assets .
      So long
      as the Notes remain outstanding, neither the Company nor any subsidiary shall
      sell, transfer or otherwise dispose of any of its properties, assets and rights
      including, without limitation, its software and intellectual property, to any
      person except for sales of obsolete assets and sales to customers in the
      ordinary course of business or with the prior written consent of the holders
      of
      a majority of the principal amount of the Notes then outstanding.




Page19




Section
      3.18  Form
      SB-2 Eligibility . **** The
      Company currently meets, and will take all necessary action to continue to
      meet,
      the “registrant eligibility” and transaction requirements set forth in the
      general instructions to Form SB-2 applicable to “resale” registrations on
      Form SB-2 during the Effectiveness Period (as defined in the Registration
      Rights Agreement) and the
      Company shall file all reports required to be filed by the Company with the
      Commission in a timely manner so as to maintain such eligibility for the use
      of
      Form SB-2.




Section
      3.19  Restrictions
      on Certain Issuances of Securities .
      So long
      as at least fifty percent (50%) of the aggregate principal amount of the Notes
      purchased pursuant to this Agreement remains outstanding, the Company shall
      not
      issue any securities that rank pari passu or senior to the Notes without the
      prior written consent of at least seventy-five percent (75%) of the principal
      amount of the Notes outstanding at such time. Notwithstanding the foregoing,
      the
      provisions shall not apply to a secured line of credit issued to the Company
      by
      a commercial bank or finance company for working capital purposes.




Section
      3.20  Increase
      in Authorized Shares .
      The
      Company shall increase the number of its authorized shares of Common Stock
      by
      10,000,000 shares prior to filing the Registration Statement.




Section
      3.21  Acquisition
      of Assets .
      In the
      event the Company or any Subsidiary acquires any assets or other properties,
      such assets or properties shall constitute a part of the Collateral (as defined
      in the Security Agreement) and the Company shall take all action necessary
      to
      perfect the Purchasers’ security interest in such assets or properties pursuant
      to the Security Agreement.




Section
      3.22  Subsequent
      Financings .




(a)
      For a
      period of one (1) year following the Closing Date s o
      long as
      the Notes remain outstanding ,
      the
      Company covenants and agrees to promptly notify (in no event later than five
      (5)
      days after making or receiving an applicable offer) in writing (a “ Rights
      Notice ”)
      the
      Purchasers of the terms and conditions of any proposed offer or sale to, or
      exchange with (or other type of distribution to) any third party (a
“ Subsequent
      Financing ”),
      of
      Common Stock or any securities convertible, exercisable or exchangeable into
      Common Stock, including convertible debt securities (collectively, the
“ Financing
      Securities ”). The
      Rights Notice shall describe, in reasonable detail, the proposed Subsequent
      Financing, the names and investment amounts of all investors participating
      in
      the Subsequent Financing, the proposed closing date of the Subsequent Financing,
      which shall be within twenty (20) calendar days from the date of the Rights
      Notice, and all of the terms and conditions thereof and
      proposed definitive documentation to be entered into in connection
      therewith .
      The
      Rights Notice shall provide each Purchaser an option (the “ Rights
      Option ”)
      during
      the ten (10) Trading Days following delivery of the Rights Notice (the
“ Option
      Period ”)
      to
      inform the Company whether such Purchaser will purchase up
      to its
      pro rata portion of the securities being
      offered in such Subsequent Financing on the same, absolute terms and conditions
      as contemplated by such Subsequent Financing. If
      any
      Purchaser elects not to participate in such Subsequent Financing, the other
      Purchasers may participate on a pro-rata basis so long as such participation
      in
      the aggregate does not exceed the total Purchase Price hereunder. For
      purposes of this Section, all references to “pro rata” means, for any Purchaser
      electing to participate in such Subsequent Financing, the percentage obtained
      by
      dividing (x) the principal amount of the Notes purchased by such Purchaser
      at
      each Closing by (y) the total principal amount of all of the Notes purchased
      by
      all of the participating Purchasers at each Closing.  Delivery
      of any Rights Notice constitutes a representation and warranty by the Company
      that there are no other material terms and conditions, arrangements, agreements
      or otherwise except for those disclosed in the Rights Notice, to provide
      additional compensation to any party participating in any proposed Subsequent
      Financing, including, but not limited to, additional compensation based on
      changes in the Purchase Price or any type of reset or adjustment of a purchase
      or conversion price or to issue additional securities at any time after the
      closing date of a Subsequent Financing. If the Company does not receive notice
      of exercise of the Rights Option from the Purchasers within the Option Period,
      the Company shall have the right to close the Subsequent Financing on the
      scheduled closing date with a third party; provided that all
      of the material terms and conditions of the closing are substantially the same
      as those provided to the Purchasers in the Rights Notice. If the closing of
      the
      proposed Subsequent Financing does not occur on that date, any closing of the
      contemplated Subsequent Financing or any other Subsequent Financing shall be
      subject to all of the provisions of this Section 3.22(a), including, without
      limitation, the delivery of a new Rights Notice. The provisions of this Section
      3.22(a) shall not apply to issuances of securities in a Permitted
      Financing.




Page20




(b)
      For
      purposes of this Agreement, a Permitted Financing (as defined hereinafter)
      shall
      not be considered a Subsequent Financing. A “ Permitted
      Financing ”
shall
      mean (i) securities issued (other than for cash) in connection with a merger,
      acquisition, or consolidation, (ii) securities issued pursuant to a bona fide
      firm underwritten public offering of the Company’s securities, (iii) securities
      issued pursuant to the conversion or exercise of convertible or exercisable
      securities issued or outstanding on or prior to the date hereof or issued
      pursuant to this Agreement and the Notes, (iv) the Warrant Shares, (v)
      securities issued in connection with bona fide strategic license agreements
      or
      other partnering arrangements so long as such issuances are not for the purpose
      of raising capital, (vi) Common Stock issued or options to purchase Common
      Stock
      granted or issued pursuant to the Company’s employee stock purchase plans as
      they now exist and stock incentive plans as they now exist, (vii) any warrants
      issued to the placement agent and its designees for the transactions
      contemplated by this Agreement, and (viii) **** the
      payment of any principal and accrued interest in shares of Common Stock pursuant
      to the Notes.





(c)  So
      long
      as the Notes are outstanding, if the Company enters into any Subsequent
      Financing on terms more favorable than the terms governing the Notes, then
      the
      Purchasers in their sole discretion may exchange the Notes, valued at their
      stated value, together with accrued but unpaid interest (which interest payments
      shall be payable, at the sole option of the Purchasers, in cash or in the form
      of the new securities to be issued in the Subsequent Financing), for the
      securities issued or to be issued in the Subsequent Financing. The Company
      covenants and agrees to promptly notify in writing the Purchasers of the terms
      and conditions of any such proposed Subsequent Financing .




Page21




**ARTICLE
      IV**




**CONDITIONS**




Section
      4.1  Conditions
      Precedent to the Obligation of the Company to Close and to Sell the
      Securities .
      The
      obligation hereunder of the Company to close and issue and sell the Securities
      to the Purchasers at each Closing is subject to the satisfaction or waiver,
      at
      or before each Closing of the conditions set forth below. These conditions
      are
      for the Company’s sole benefit and may be waived by the Company at any time in
      its sole discretion.




(a)  Accuracy
      of the Purchasers’ Representations and Warranties .
      The
      representations and warranties of each Purchaser shall be true and correct
      in
      all material respects as of the date when made and as of each Closing Date
      as
      though made at that time, except for representations and warranties that are
      expressly made as of a particular date, which shall be true and correct in
      all
      material respects as of such date.




(b)  Performance
      by the Purchasers .
      Each
      Purchaser shall have performed, satisfied and complied in all material respects
      with all covenants, agreements and conditions required by this Agreement to
      be
      performed, satisfied or complied with by the Purchasers at or prior to each
      Closing Date.




(c)  No
      Injunction .
      No
      statute, rule, regulation, executive order, decree, ruling or injunction shall
      have been enacted, entered, promulgated or endorsed by any court or governmental
      authority of competent jurisdiction which prohibits the consummation of any
      of
      the transactions contemplated by this Agreement.




(d)  Delivery
      of Purchase Price .
      The
      Purchase Price for the Securities shall have been delivered to the Company
      on
      each Closing Date.




(e)  Delivery
      of Transaction Documents .
      The
      Transaction Documents shall have been duly executed and delivered by the
      Purchasers to the Company.




Section
      4.2  Conditions
      Precedent to the Obligation of the Purchasers to Close and to Purchase the
      Securities .
      The
      obligation hereunder of the Purchasers to purchase the Securities and consummate
      the transactions contemplated by this Agreement is subject to the satisfaction
      or waiver, at or before each Closing, of each of the conditions set forth below.
      These conditions are for the Purchasers’ sole benefit and may be waived by the
      Purchasers at any time in their sole discretion.




(a)  Accuracy
      of the Company’s Representations and Warranties .
      Each of
      the representations and warranties of the Company in this Agreement and the
      other Transaction Documents shall be true and correct in all material respects
      as of each Closing Date, except for representations and warranties that speak
      as
      of a particular date, which shall be true and correct in all material respects
      as of such date.




(b)  Performance
      by the Company .
      The
      Company shall have performed, satisfied and complied in all material respects
      with all covenants, agreements and conditions required by this Agreement to
      be
      performed, satisfied or complied with by the Company at or prior to each Closing
      Date.




Page22




(c)  No
      Suspension, Etc. Trading
      in the Common Stock shall not have been suspended by the Commission, Pink Sheets
      or the OTC Bulletin Board (except for any suspension of trading of limited
      duration agreed to by the Company, which suspension shall be terminated prior
      to
      the Initial Closing), and, at any time prior to each Closing Date, trading
      in
      securities generally as reported by Bloomberg Financial Markets (“ Bloomberg ”)
      shall
      not have been suspended or limited, or minimum prices shall not have been
      established on securities whose trades are reported by Bloomberg, or on the
      New
      York Stock Exchange, nor shall a banking moratorium have been declared either
      by
      the United States or New York State authorities ,
      nor
      shall there have occurred any material outbreak or escalation of hostilities
      or
      other national or international calamity or crisis of such magnitude in its
      effect on, or any material adverse change in any financial market which, in
      each
      case, in the judgment of such Purchaser, makes it impracticable or inadvisable
      to purchase the Securities. The Company shall have an effective Form 211 under
      Rule 15(c)2-11 under the Securities Exchange Act of 1934 on file with the NASD
      at all times.




(d)  No
      Injunction .
      No
      statute, rule, regulation, executive order, decree, ruling or injunction shall
      have been enacted, entered, promulgated or endorsed by any court or governmental
      authority of competent jurisdiction which prohibits the consummation of any
      of
      the transactions contemplated by this Agreement.




(e)  No
      Proceedings or Litigation .
      No
      action, suit or proceeding before any arbitrator or any governmental authority
      shall have been commenced, and no investigation by any governmental authority
      shall have been threatened, against the Company or any Subsidiary, or any of
      the
      officers, directors or affiliates of the Company or any Subsidiary seeking
      to
      restrain, prevent or change the transactions contemplated by this Agreement,
      or
      seeking damages in connection with such transactions.




(f)  Opinion
      of Counsel .
      The
      Purchasers shall have received an opinion of counsel to the Company, dated
      the
      date of each Closing, substantially in the form of Exhibit
      I hereto,
      with such exceptions and limitations as shall be reasonably acceptable to
      counsel to the Purchasers.




(g)  Notes
      and Warrants .
      At or
      prior to each Closing, the Company shall have delivered to the Purchasers the
      Notes (in such denominations as each Purchaser may request) and the Warrants
      (in
      such denominations as each Purchaser may request).




(h)  Secretary’s
      Certificate .
      The
      Company shall have delivered to the Purchasers a secretary’s certificate, dated
      as of the Closing Date, as to (i) the resolutions adopted by the Board of
      Directors approving the transactions contemplated hereby, (ii) the Articles,
      (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority
      and
      incumbency of the officers of the Company executing the Transaction Documents
      and any other documents required to be executed or delivered in connection
      therewith.




Page23




(i)  Officer’s
      Certificate .
      On each
      Closing Date, the Company shall have delivered to the Purchasers a certificate
      signed by an executive officer on behalf of the Company, dated as of each
      Closing Date, confirming the accuracy of the Company’s representations,
      warranties and covenants as of such Closing Date and confirming the compliance
      by the Company with the conditions precedent set forth in paragraphs (b)-(e)
      and
      (l) of this Section 4.2 as of each Closing Date (provided that, with respect
      to
      the matters in paragraphs (d) and (e) of this Section 4.2, such confirmation
      shall be based on the knowledge of the executive officer after due
      inquiry).




(j)  Registration
      Rights Agreement .
      As of
      the Closing Date, the Company shall have executed and delivered the Registration
      Rights Agreement to each Purchaser.




(k)  Material
      Adverse Effect .
      No
      Material Adverse Effect shall have occurred.




(l)  Transfer
      Agent Instructions .
      The
      Irrevocable Transfer Agent Instructions, in the form of Exhibit
      H attached
      hereto, shall have been delivered to the Company’s transfer agent.




Section
      4.3  [Intentionally
      Omitted].




**ARTICLE
      V**




**CERTIFICATE
      LEGEND**




Section
      5.1  Legend .
      Each
      certificate representing the Securities shall be stamped or otherwise imprinted
      with a legend substantially in the following form (in addition to any legend
      required by applicable state securities or “blue sky” laws):




THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
      OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
      DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
      STATE SECURITIES LAWS OR INTERLINK GLOBAL CORP. SHALL HAVE RECEIVED AN OPINION
      OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND
      UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT
      REQUIRED.




The
      Company agrees to issue or reissue certificates representing any of the
      Conversion Shares and the Warrant Shares, without the legend set forth above
      if
      at such time, prior to making any transfer of any such Conversion Shares or
      Warrant Shares, such holder thereof shall give written notice to the Company
      describing the manner and terms of such transfer and removal as the Company
      may
      reasonably request. Such proposed transfer and removal will not be effected
      until: (a) either (i) the Company has received an opinion of counsel reasonably
      satisfactory to the Company, to the effect that the registration of the
      Conversion Shares or Warrant Shares under the Securities Act is not required
      in
      connection with such proposed transfer, (ii) a registration statement under
      the
      Securities Act covering such proposed disposition has been filed by the Company
      with the Commission and has become effective under the Securities Act, (iii)
      the
      Company has received other evidence reasonably satisfactory to the Company
      that
      such registration and qualification under the Securities Act and state
      securities laws are not required, or (iv) the holder provides the Company with
      reasonable assurances that such security can be sold pursuant to Rule 144 under
      the Securities Act; and (b) either (i) the Company has received an opinion
      of
      counsel reasonably satisfactory to the Company, to the effect that registration
      or qualification under the securities or “blue sky” laws of any state is not
      required in connection with such proposed disposition, (ii) compliance with
      applicable state securities or “blue sky” laws has been effected, or (iii) the
      holder provides the Company with reasonable assurances that a valid exemption
      exists with respect thereto. The Company will respond to any such notice from
      a
      holder within three (3) business days. In the case of any proposed transfer
      under this Section 5.1, the Company will use reasonable efforts to comply with
      any such applicable state securities or “blue sky” laws, but shall in no event
      be required, (x) to qualify to do business in any state where it is not then
      qualified, (y) to take any action that would subject it to tax or to the general
      service of process in any state where it is not then subject, or (z) to comply
      with state securities or “blue sky” laws of any state for which registration by
      coordination is unavailable to the Company. The restrictions on transfer
      contained in this Section 5.1 shall be in addition to, and not by way of
      limitation of, any other restrictions on transfer contained in any other section
      of this Agreement. W henever
      a
      certificate representing the Conversion Shares or Warrant Shares is required
      to
      be issued to a Purchaser without a legend, in lieu of delivering physical
      certificates representing the Conversion Shares or Warrant Shares, provided
      the
      Company’s transfer agent is participating in the Depository Trust Company
      (“ DTC ”)
      Fast
      Automated Securities Transfer program, the Company shall use its reasonable
      best
      efforts to cause its transfer agent to electronically transmit the Conversion
      Shares or Warrant Shares to a Purchaser by crediting the account of such
      Purchaser’s Prime Broker with DTC through its Deposit Withdrawal Agent
      Commission (“ DWAC ”)
      system
      (to the extent not inconsistent with any provisions of this
      Agreement).




Page24




**ARTICLE
      VI**




**I** **NDEMNIFICATION**




Section
      6.1  General
      Indemnity . The
      Company agrees to indemnify and hold harmless the Purchasers (and their
      respective directors, officers, affiliates, agents, successors and assigns)
      from
      and against any and all losses, liabilities, deficiencies, costs, damages and
      expenses (including, without limitation, reasonable attorneys’ fees, charges and
      disbursements) incurred by the Purchasers as a result of any inaccuracy in
      or
      breach of the representations, warranties or covenants made by the Company
      herein. Each Purchaser severally but not jointly agrees to indemnify and hold
      harmless the Company and its directors, officers, affiliates, agents, successors
      and assigns from and against any and all losses, liabilities, deficiencies,
      costs, damages and expenses (including, without limitation, reasonable
      attorneys’ fees, charges and disbursements) incurred by the Company as result of
      any inaccuracy in or breach of the representations, warranties or covenants
      made
      by such Purchaser herein. The maximum aggregate liability of each Purchaser
      pursuant to its indemnification obligations under this Article VI shall not
      exceed the portion of the Purchase Price paid by such Purchaser hereunder.




Page25




Section
      6.2  Indemnification
      Procedure .
      Any
      party entitled to indemnification under this Article VI (an “indemnified party”)
      will give written notice to the indemnifying party of any matter giving rise
      to
      a claim for indemnification; provided, that the failure of any party entitled
      to
      indemnification hereunder to give notice as provided herein shall not relieve
      the indemnifying party of its obligations under this Article VI except to the
      extent that the indemnifying party is actually prejudiced by such failure to
      give notice. In case any such action, proceeding or claim is brought against
      an
      indemnified party in respect of which indemnification is sought hereunder,
      the
      indemnifying party shall be entitled to participate in and, unless in the
      reasonable judgment of the indemnifying party a conflict of interest between
      it
      and the indemnified party exists with respect to such action, proceeding or
      claim (in which case the indemnifying party shall be responsible for the
      reasonable fees and expenses of one separate counsel for the indemnified
      parties), to assume the defense thereof with counsel reasonably satisfactory
      to
      the indemnified party. In the event that the indemnifying party advises an
      indemnified party that it will contest such a claim for indemnification
      hereunder, or fails, within thirty (30) days of receipt of any indemnification
      notice to notify, in writing, such person of its election to defend, settle
      or
      compromise, at its sole cost and expense, any action, proceeding or claim (or
      discontinues its defense at any time after it commences such defense), then
      the
      indemnified party may, at its option, defend, settle or otherwise compromise
      or
      pay such action or claim. In any event, unless and until the indemnifying party
      elects in writing to assume and does so assume the defense of any such claim,
      proceeding or action, the indemnified party’s costs and expenses arising out of
      the defense, settlement or compromise of any such action, claim or proceeding
      shall be losses subject to indemnification hereunder. The indemnified party
      shall cooperate fully with the indemnifying party in connection with any
      negotiation or defense of any such action or claim by the indemnifying party
      and
      shall furnish to the indemnifying party all information reasonably available
      to
      the indemnified party which relates to such action or claim. The indemnifying
      party shall keep the indemnified party fully apprised at all times as to the
      status of the defense or any settlement negotiations with respect thereto.
      If
      the indemnifying party elects to defend any such action or claim, then the
      indemnified party shall be entitled to participate in such defense with counsel
      of its choice at its sole cost and expense. The indemnifying party shall not
      be
      liable for any settlement of any action, claim or proceeding effected without
      its prior written consent. Notwithstanding anything in this Article VI to the
      contrary, the indemnifying party shall not, without the indemnified party’s
      prior written consent, settle or compromise any claim or consent to entry of
      any
      judgment in respect thereof which imposes any future obligation on the
      indemnified party or which does not include, as an unconditional term thereof,
      the giving by the claimant or the plaintiff to the indemnified party of a
      release from all liability in respect of such claim. The indemnification
      obligations to defend the indemnified party required by this Article VI shall
      be
      made by periodic payments of the amount thereof during the course of
      investigation or defense, as and when bills are received or expense, loss,
      damage or liability is incurred, so long as the indemnified party shall refund
      such moneys if it is ultimately determined by a court of competent jurisdiction
      that such party was not entitled to indemnification. The
      indemnity agreements contained herein shall be in addition to (a) any cause
      of
      action or similar rights of the indemnified party against the indemnifying
      party
      or others, and (b) any liabilities the indemnifying party may be subject to
      pursuant to the law. No
      indemnifying party will be liable to the indemnified party under this Agreement
      to the extent, but only to the extent that a loss, claim, damage or liability
      is
      attributable to the indemnified party’s breach of any of the representations,
      warranties or covenants made by such party in this Agreement or in the other
      Transaction Documents.




Page26




**ARTICLE
      VII**




**M** **ISCELLANEOUS**




Section
      7.1  Fees
      and Expenses .
      Each
      party shall pay the fees and expenses of its advisors, counsel, accountants
      and
      other experts, if any, and all other expenses, incurred by such party incident
      to the negotiation, preparation, execution, delivery and performance of this
      Agreement; provided , however ,
      that
      the Company shall pay all actual attorneys’ fees and expenses (including
      disbursements and out-of-pocket expenses) incurred by the Purchasers in
      connection with (i) the preparation, negotiation, execution and delivery of
      the
      Transaction Documents and the transactions contemplated thereunder, which
      payment shall be made at Closing and shall not exceed $15,000, (plus
      disbursements and out-of-pocket expenses), and (ii) any amendments,
      modifications or waivers of this Agreement or any of the other Transaction
      Documents. In addition, the Company shall pay all reasonable fees and expenses
      incurred by the Purchasers in connection with the enforcement of this Agreement
      or any of the other Transaction Documents, including, without limitation, all
      reasonable attorneys’ fees and expenses.




Section
      7.2  Specific
      Performance; Consent to Jurisdiction; Venue .




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




(b)  The
      parties agree that venue for any dispute arising under this Agreement will
      lie
      exclusively in the state or federal courts located in New York County, New
      York,
      and the parties irrevocably waive any right to raise *forum
      non conveniens* or any
      other argument that New York is not the proper venue. The parties irrevocably
      consent to personal jurisdiction in the state and federal courts of the state
      of
      New York. The Company and each Purchaser consent to process being served in
      any
      such suit, action or proceeding by mailing a copy thereof to such party at
      the
      address in effect for notices to it under this Agreement and agrees that such
      service shall constitute good and sufficient service of process and notice
      thereof. Nothing in this Section 7.2 shall affect or limit any right to serve
      process in any other manner permitted by law. The Company and the Purchasers
      hereby agree that the prevailing party in any suit, action or proceeding arising
      out of or relating to the Securities, this Agreement or the other Transaction
      Documents, shall be entitled to reimbursement for reasonable legal fees from
      the
      non-prevailing party. The parties hereby waive all rights to a trial by jury.




Section
      7.3  Entire
      Agreement; Amendment .
      This
      Agreement and the Transaction Documents contain the entire understanding and
      agreement of the parties with respect to the matters covered hereby and, except
      as specifically set forth herein or in the other Transaction Documents, neither
      the Company nor any Purchaser make any representation, warranty, covenant or
      undertaking with respect to such matters, and they supersede all prior
      understandings and agreements with respect to said subject matter, all of which
      are merged herein. No provision of this Agreement may be waived or amended
      other
      than by a written instrument signed by the Company and the Purchasers holding
      at
      least a majority of the principal amount of the Notes then held by the
      Purchasers. Any amendment or waiver effected in accordance with this Section
      7.3
      shall be binding upon each Purchaser (and their permitted assigns) and the
      Company.




Page27




Section
      7.4  Notices .
      Any
      notice, demand, request, waiver or other communication required or permitted
      to
      be given hereunder shall be in writing and shall be effective (a) upon hand
      delivery by telecopy or facsimile at the address or number designated below
      (if
      delivered on a business day during normal business hours where such notice
      is to
      be received), or the first business day following such delivery (if delivered
      other than on a business day during normal business hours where such notice
      is
      to be received) or (b) on the second business day following the date of mailing
      by express courier service, fully prepaid, addressed to such address, or upon
      actual receipt of such mailing, whichever shall first occur. The addresses
      for
      such communications shall be:




If
                  to the Company:
              Interlink
                  Global Corp.6205
                  Lagoon Drive, Suite 110Miami,
                  FL 33126Phone:
                  (305) 261-2007Fax:
                  (305) 261-2250If
                  to any Purchaser:
              At
                  the address of such Purchaser set forth onExhibit
                  Ato
                  this Agreement, with copies to Purchaser’s counsel as set forth onExhibit
                  Aor
                  as specified in writing by such Purchaser with copies
                  to:The
                  Baum Law Firm
              580 2ndStreet, Suite 102Encinitas,
                  California 92024Attention:
                  Mark L. BaumTel.
                  No.: (760) 230-2300, ext. 205Fax
                  No.: (760) 230-2305





Any
      party
      hereto may from time to time change its address for notices by giving written
      notice of such changed address to the other party hereto.




Section
      7.5  Waivers . No
      waiver by either party of any default with respect to any provision, condition
      or requirement of this Agreement shall be deemed to be a continuing waiver
      in
      the future or a waiver of any other provision, condition or requirement hereof,
      nor shall any delay or omission of any party to exercise any right hereunder
      in
      any manner impair the exercise of any such right accruing to it thereafter.
      No
      consideration shall be offered or paid to any Purchaser to amend or consent
      to a
      waiver or modification of any provision of any of the Transaction Documents
      unless the same consideration is also offered to all of the parties to the
      Transaction Documents. This provision constitutes a separate right granted
      to
      each Purchaser by the Company and shall not in any way be construed as the
      Purchasers acting in concert or as a group with respect to the purchase,
      disposition or voting of Securities or otherwise.




Page28




Section
      7.6  Headings .
      The
      article, section and subsection headings in this Agreement are for convenience
      only and shall not constitute a part of this Agreement for any other purpose
      and
      shall not be deemed to limit or affect any of the provisions
      hereof.




Section
      7.7  Successors
      and Assigns .
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and assigns. After the Initial Closing, the assignment by
      a
      party to this Agreement of any rights hereunder shall not affect the obligations
      of such party under this Agreement. Subject to Section 5.1 hereof, the
      Purchasers may assign the Securities and its rights under this Agreement and
      the
      other Transaction Documents and any other rights hereto and thereto without
      the
      consent of the Company.




Section
      7.8  No
      Third Party Beneficiaries .
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns and is not for the benefit of, nor may any
      provision hereof be enforced by, any other person.




Section
      7.9  Governing
      Law .
      This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of New York, without giving effect to any of the conflicts
      of
      law principles which would result in the application of the substantive law
      of
      another jurisdiction. This
      Agreement shall not be interpreted or construed with any presumption against
      the
      party causing this Agreement to be drafted.




Section
      7.10  Survival .
      The
      representations and warranties of the Company and the Purchasers shall survive
      the execution and delivery hereof and the Initial Closing until the second
      anniversary of the Closing Date, except the agreements and covenants set forth
      in Articles I, III, V, VI and VII of this Agreement shall survive the execution
      and delivery hereof and such Closing hereunder.




Section
      7.11  Counterparts .
      This
      Agreement may be executed in any number of counterparts, all of which taken
      together shall constitute one and the same instrument and shall become effective
      when counterparts have been signed by each party and delivered to the other
      parties hereto, it being understood that all parties need not sign the same
      counterpart.




Section
      7.12  Publicity .
      The
      Company agrees that it will not disclose, and will not include in any public
      announcement, the names of the Purchasers without the consent of the Purchasers,
      which consent shall not be unreasonably withheld or delayed, or unless and
      until
      such disclosure is required by law, rule or applicable regulation, including
      without limitation any disclosure pursuant to the Registration Statement, and
      then only to the extent of such requirement.




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




Page29




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




[Remainder
      of Page Intentionally left Blank]




Page30




IN
      WITNESS WHEREOF, the parties hereto have caused this **Note
      and Warrant Purchase Agreement** to be
      duly executed by their respective authorized officers as of the date first
      above
      written.




**INTERLINK
                GLOBAL CORP.**By:Anastasios
                N. Kyriakides
              Title:PresidentTitle




**PURCHASER:**By:Name:Title





Page31


**EXHIBIT
      A**


**LIST
      OF PURCHASERS**




**Names
                and Addresses**
              **of
                Purchasers**
            
            **Investment**
              **Amount**
            
            **Number
                of**
              **Series
                D**
              **Warrants
                Purchased**
            
            **Number
                of**
              **Series
                E**
              **Warrants
                Purchased**
            
            **Number
                of**
              **Series
                F**
              **Warrants
                Purchased****Vicis
                Capital Master Fund**
              **126
                E. 56th Street, 7th Floor**
              **New
                York, NY 10022**
            
            **$850,000**
            
            **1,133,333**
            
            **1,133,333**
            
            **1,133,333**




i




**EXHIBIT
      B**


**FORM
      OF SERIES B CONVERTIBLE PROMISSORY NOTE**




Pageii


**EXHIBIT
      C**


**FORM
      OF SERIES D WARRANT**




Pageiii


**EXHIBIT
      D**


**FORM
      OF SERIES E WARRANT**





Pageiv




**EXHIBIT
      E**


**FORM
      OF SERIES F WARRANT**




Pagev




**EXHIBIT
      F**


**FORM
      OF REGISTRATION RIGHTS AGREEMENT**




Pagevi




**EXHIBIT
      H**


**FORM
      OF IRREVOCABLE TRANSFER AGENT INSTRUCTIONS**





**INTERLINK
      GLOBAL CORP.**




as
      of
      February 28, 2006




[Name
      and
      address of Transfer Agent]


Attn:
      _____________





**Ladies
      and Gentlemen:**




Reference
      is made to that certain Note and Warrant Purchase Agreement (the “ **Purchase
      Agreement** ”),
      dated
      as of February 28, 2006, by and among Interlink Global Corp., a Florida
      corporation (the “ **Company** ”),
      and
      the purchasers named therein (collectively, the “ **Purchasers** ”)
      pursuant to which the Company is issuing to the Purchasers senior convertible
      promissory notes (the “ **Notes** ”)
      and
      warrants (the “ **Warrants** ”)
      to
      purchase shares of the Company’s common stock, par value $0.001 per share (the
“ **Common
      Stock** ”).
      This
      letter shall serve as our irrevocable authorization and direction to you
      (provided that you are the transfer agent of the Company at such time) to issue
      shares of Common Stock upon conversion of the Notes (the “ **Conversion
      Shares** ”)
      and
      exercise of the Warrants (the “ **Warrant
      Shares** ”)
      to or
      upon the order of a Purchaser from time to time upon (i) surrender to you of
      a
      properly completed and duly executed Conversion Notice or Exercise Notice,
      as
      the case may be, in the form attached hereto as Appendix 1 and Appendix 2,
      respectively, (ii) in the case of the conversion of Notes, a copy of the Note
      (with the original delivered to the Company) representing the Notes being
      converted or, in the case of Warrants being exercised, a copy of the Warrants
      (with the original Warrants delivered to the Company) being exercised (or,
      in
      each case, an indemnification undertaking with respect to such Notes or the
      Warrants in the case of their loss, theft or destruction), and (iii) delivery
      of
      a treasury order or other appropriate order duly executed by a duly authorized
      officer of the Company. So long as you have previously received (x) written
      confirmation from counsel to the Company that a registration statement covering
      resales of the Conversion Shares or Warrant Shares, as applicable, has been
      declared effective by the Securities and Exchange Commission (the “ **SEC** ”)
      under
      the Securities Act of 1933, as amended (the “ **1933
      Act** ”),
      and
      no subsequent notice by the Company or its counsel of the suspension or
      termination of its effectiveness and (y) a copy of such registration statement,
      and if the Purchaser represents in writing that the prospectus delivery
      requirements have been or will be met, the Conversion Shares or the Warrant
      Shares, as the case may be, were sold pursuant to the Registration Statement,
      then certificates representing the Conversion Shares and the Warrant Shares,
      as
      the case may be, shall not bear any legend restricting transfer of the
      Conversion Shares and the Warrant Shares, as the case may be, thereby and should
      not be subject to any stop-transfer restriction. Provided, however, that if
      you
      have not previously received (i) written confirmation from counsel to the
      Company that a registration statement covering resales of the Conversion Shares
      or Warrant Shares, as applicable, has been declared effective by the SEC under
      the 1933 Act, and (ii) a copy of such registration statement, then the
      certificates for the Conversion Shares and the Warrant Shares shall bear the
      following legend:




“THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT”), OR ANY STATE
      SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
      REGISTERED UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS, OR
      INTERLINK GLOBAL CORP. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT
      REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE
      PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.”




Pagevii




and,
      provided further, that the Company may from time to time notify you to place
      stop-transfer restrictions on the certificates for the Conversion Shares and
      the
      Warrant Shares in the event a registration statement covering the Conversion
      Shares and the Warrant Shares is subject to amendment for events then
      current.




Please
      be
      advised that the Purchasers are relying upon this letter as an inducement to
      enter into the Purchase Agreement and, accordingly, each Purchaser is a third
      party beneficiary to these instructions.




Please
      execute this letter in the space indicated to acknowledge your agreement to
      act
      in accordance with these instructions. Should you have any questions concerning
      this matter, please contact me at ___________.




Very
              truly
              yours,**INTERLINK GLOBAL
              CORP.**By:Anastasios
                N. Kyriakides
              Its:President




ACKNOWLEDGED
      AND AGREED:




**[TRANSFER
      AGENT]**




By:


Name:


Title:


Date:




Pageviii





**EXHIBIT
      I**


**FORM
      OF OPINION**





1.  The
      Company is a corporation duly incorporated, validly existing and in good
      standing under the laws of the State of Nevada and has the requisite corporate
      power to own, lease and operate its properties and assets, and to carry on
      its
      business as presently conducted. The Company is duly qualified as a foreign
      corporation to do business and is in good standing in every jurisdiction in
      which the failure to so qualify would have a Material Adverse
      Effect.




2.  The
      Company has the requisite corporate power and authority to enter into and
      perform its obligations under the Transaction Documents and to issue the Notes,
      the Warrants and the Common Stock issuable upon conversion of the Notes and
      exercise of the Warrants. The execution, delivery and performance of each of
      the
      Transaction Documents by the Company and the consummation by it of the
      transactions contemplated thereby have been duly and validly authorized by
      all
      necessary corporate action and no further consent or authorization of the
      Company, its Board of Directors or its stockholders is required. Each of the
      Transaction Documents have been duly executed and delivered, and the Notes
      and
      the Warrants have been duly executed, issued and delivered by the Company and
      each of the Transaction Documents constitutes a legal, valid and binding
      obligation of the Company enforceable against the Company in accordance with
      its
      respective terms. The Common Stock issuable upon conversion of the Notes and
      exercise of the Warrants are not subject to any preemptive rights under the
      Articles of Incorporation or the Bylaws.




3.  The
      Notes
      and the Warrants have been duly authorized and, when delivered against payment
      in full as provided in the Purchase Agreement, will be validly issued, fully
      paid and nonassessable. The shares of Common Stock issuable upon conversion
      of
      the Notes and exercise of the Warrants have been duly authorized and reserved
      for issuance, and when delivered upon conversion or against payment in full
      as
      provided in the Notes and the Warrants, as applicable, will be validly issued,
      fully paid and nonassessable.




4.  The
      execution, delivery and performance of and compliance with the terms of the
      Transaction Documents and the issuance of the Notes, the Warrants and the Common
      Stock issuable upon conversion of the Notes and exercise of the Warrants do
      not
      (a) violate any provision of the Articles of Incorporation or Bylaws, (b)
      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 material agreement,
      mortgage, deed of trust, indenture, note, bond, license, lease agreement,
      instrument or obligation to which the Company is a party and which is set forth
      on Schedule I, (c) create or impose a lien, charge or encumbrance on any
      property of the Company under any agreement or any commitment which is set
      forth
      on Schedule I to which the Company is a party or by which the Company is bound
      or by which any of its respective properties or assets are bound, or (d) result
      in a violation of any Federal, state, local or foreign statute, rule,
      regulation, order, judgment, injunction or decree (including Federal and state
      securities laws and regulations) applicable to the Company or by which any
      property or asset of the Company is bound or affected, except, in all cases
      other than violations pursuant to clauses (a) and (d) above, for such conflicts,
      default, terminations, amendments, acceleration, cancellations and violations
      as
      would not, individually or in the aggregate, have a Material Adverse
      Effect.




Pageix




5.  No
      consent, approval or authorization of or designation, declaration or filing
      with
      any governmental authority on the part of the Company is required under Federal,
      state or local law, rule or regulation in connection with the valid execution,
      delivery and performance of the Transaction Documents, or the offer, sale or
      issuance of the Notes, the Warrants and the Common Stock issuable upon
      conversion of the Notes and exercise of the Warrants other than filings as
      may
      be required by applicable Federal and state securities laws and regulations
      and
      any applicable stock exchange rules and regulations.




6.  To
      our
      knowledge, there is no action, suit, claim, investigation or proceeding pending
      or threatened against the Company which questions the validity of the Purchase
      Agreement or the transactions contemplated thereby or any action taken or to
      be
      taken pursuant thereto. There is no action, suit, claim, investigation or
      proceeding pending, or to our knowledge, threatened, against or involving the
      Company or any of its properties or assets and which, if adversely determined,
      is reasonably likely to result in a Material Adverse Effect. To our knowledge,
      there are no outstanding orders, judgments, injunctions, awards or decrees
      of
      any court, arbitrator or governmental or regulatory body against the Company
      or
      any officers or directors of the Company in their capacities as
      such.




7.  Assuming
      that all of the Purchasers’ representations and warranties in the Purchase
      Agreement are complete and accurate, the offer, issuance and sale of the Notes
      and the Warrants and the offer, issuance and sale of the Common Stock issuable
      upon conversion of the Notes and exercise of the Warrants are exempt from the
      registration requirements of the Securities Act of 1933, as amended.




8.  The
      Company is not, and as a result of and immediately upon Closing will not be,
      an
“investment company” or a company “controlled” by an “investment company,”
within the meaning of the Investment Company Act of 1940, as
      amended.




9.  The
      Security Agreement will create a valid security interest in favor of the
      Purchasers in such assets of the Company that is subject to such Security
      Agreement.




Pagex


**APPENDIX
      1**




**INTERLINK
      GLOBAL CORP.**


**CONVERSION
      NOTICE**




(To
      be
      Executed by the Registered Holder in order to Convert the Note)




The
      undersigned hereby irrevocably elects to convert $ ________________ of the
      principal amount of the above Note No. ___ into shares of Common Stock of
      INTERLINK GLOBAL CORP. (the “Maker”) according to the conditions hereof, as of
      the date written below.




Date
      of
      Conversion
      _________________________________________________________




Applicable
      Conversion Price __________________________________________________




Number
      of
      shares of Common Stock beneficially owned or deemed beneficially owned by the
      Holder on the Date of Conversion: _________________________





Signature___________________________________________________________________




[Name]




Address:__________________________________________________________________




_______________________________________________________________________




Pagexi





**APPENDIX
      2**




**FORM
      OF EXERCISE NOTICE**




EXERCISE
      FORM




INTERLINK
      GLOBAL CORP.




The
      undersigned _______________, pursuant to the provisions of the within Warrant,
      hereby elects to purchase _____ shares of Common Stock of Interlink Global
      Corp.
      covered by the within Warrant.




Dated: _________________
            
            Signature___________________________Address______________________________________________________




Number
      of
      shares of Common Stock beneficially owned or deemed beneficially owned by the
      Holder on the date of Exercise: _________________________




ASSIGNMENT





FOR
      VALUE
      RECEIVED, _________________ hereby sells, assigns and transfers unto
      __________________ the within Warrant and all rights evidenced thereby and
      does
      irrevocably constitute and appoint _____________, attorney, to transfer the
      said
      Warrant on the books of the within named corporation.


Dated: _________________
              
              Signature___________________________Address______________________________________________________


PARTIAL
      ASSIGNMENT





FOR
      VALUE
      RECEIVED, _________________ hereby sells, assigns and transfers unto
      __________________ the right to purchase _________ shares of Warrant Stock
      evidenced by the within Warrant together with all rights therein, and does
      irrevocably constitute and appoint ___________________, attorney, to transfer
      that part of the said Warrant on the books of the within named
      corporation.


Dated: _________________
              
              Signature___________________________Address______________________________________________________


FOR
      USE
      BY THE ISSUER ONLY:





This
      Warrant No. W-_____ canceled (or transferred or exchanged) this _____ day of
      ___________, _____, shares of Common Stock issued therefor in the name of
      _______________, Warrant No. W-_____ issued for ____ shares of Common Stock
      in
      the name of _______________.




Pagexii




**APPENDIX
      3**




**FORM
      OF NOTICE OF EFFECTIVENESS**


**OF
      REGISTRATION STATEMENT**




[Name
      and
      address of Transfer Agent]


Attn:
      ___________________________





Re:  **Interlink
      Global Corp.**




Ladies
      and Gentlemen:




We
      are
      counsel to Interlink Global Corp., a Florida corporation (the “ **Company** ”),
      and
      have represented the Company in connection with that certain Note and Warrant
      Purchase Agreement (the “ **Purchase
      Agreement** ”),
      dated
      as of February 28, 2006, by and among the Company and the purchasers named
      therein (collectively, the “ **Purchasers** ”)
      pursuant to which the Company issued to the Purchasers senior convertible
      promissory notes (the “ **Notes** ”)
      and
      warrants (the “ **Warrants** ”)
      to
      purchase shares of the Company’s common stock, par value $0.001 per share (the
“ **Common
      Stock** ”).
      Pursuant to the Purchase Agreement, the Company has also entered into a
      Registration Rights Agreement with the Purchasers (the “ **Registration
      Rights Agreement** ”),
      dated
      as of February 28, 2006, pursuant to which the Company agreed, among other
      things, to register the Registrable Securities (as defined in the Registration
      Rights Agreement), including the shares of Common Stock issuable upon conversion
      of the Notes and exercise of the Warrants, under the Securities Act of 1933,
      as
      amended (the “ **1933
      Act** ”).
      In
      connection with the Company’s obligations under the Registration Rights
      Agreement, on ________________, 2006, the Company filed a Registration Statement
      on Form SB-2 (File No. 333-________) (the “ **Registration
      Statement** ”)
      with
      the Securities and Exchange Commission (the “ **SEC** ”)
      relating to the resale of the Registrable Securities which names each of the
      present Purchasers as a selling stockholder thereunder.




In
      connection with the foregoing, we advise you that a member of the SEC’s staff
      has advised us by telephone that the SEC has entered an order declaring the
      Registration Statement effective under the 1933 Act at **[ENTER
      TIME OF EFFECTIVENESS]** on **[ENTER
      DATE OF EFFECTIVENESS]** and we
      have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that
      any stop order suspending its effectiveness has been issued or that any
      proceedings for that purpose are pending before, or threatened by, the SEC
      and
      accordingly, the Registrable Securities are available for resale under the
      1933
      Act pursuant to the Registration Statement.


Very
                truly yours,**[COMPANY
                COUNSEL]**By:




cc:  **[LIST
      NAMES OF PURCHASERS]**




Pagexiii