SECURITIES PURCHASE AGREEMENT

      SECURITIES  PURCHASE AGREEMENT (this  "Agreement"),  dated as of March 21,
2006, by and among IPEX, Inc., a Nevada corporation with offices located at 9255
Towne Centre Drive, Suite 235, San Diego, California 92121 (the "Company"),  RGB
Channel,  Inc., a Nevada  corporation and wholly owned subsidiary of the Company
with  offices  located  at 9255  Towne  Centre  Drive,  Suite  235,  San  Diego,
California  92121 ("RGB  Channel"),  and each of the purchasers set forth on the
signature pages hereto (the "Buyers").

      WHEREAS:

      A.    The Company, RGB Channel and the Buyers are executing and delivering
this  Agreement in reliance  upon the  exemption  from  securities  registration
afforded  by the rules and  regulations  as  promulgated  by the  United  States
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933,
as amended (the "Securities Act");

      B.    Buyers desire to purchase and the Company desires to issue and sell,
upon  the  terms  and  conditions  set  forth  in  this  Agreement  10%  secured
convertible notes of the Company, in the form attached hereto as Exhibit "A", in
the  minimum  aggregate  principal  amount  of  Five  Hundred  Thousand  Dollars
($500,000)  (together  with any note(s)  issued in  replacement  thereof or as a
dividend  thereon or otherwise with respect thereto in accordance with the terms
thereof, the "Notes"),  convertible into shares of common stock, $.001 par value
per share,  of the Company (the "IPEX Common  Stock") or shares of common stock,
$.001 par value per share,  of RGB  Channel  (the "RGB Common  Stock")  upon the
terms and subject to the limitations and conditions set forth in such Notes (the
IPEX Common Stock and the RGB Common Stock is collectively referred to herein as
the "Common Stock");

      C.    Each Buyer wishes to purchase,  upon the terms and conditions stated
in this Agreement,  such principal  amount of Notes as is set forth  immediately
below its name on the signature pages hereto;

      D.    Contemporaneous  with the execution and delivery of this  Agreement,
the parties  hereto are executing and  delivering a Security  Agreement,  in the
form  attached  hereto as Exhibit "B" (the  "Security  Agreement"),  pursuant to
which the  Company  has  agreed to grant the  Buyers a first  priority  security
interest  in certain  property  of Company  and RGB Channel to secure the prompt
payment,  performance and discharge in full of all of the Company's  obligations
under the Notes.

      NOW THEREFORE,  the Company,  RGB Channel and each of the Buyers severally
(and not jointly) hereby agree as follows:

      1.    PURCHASE AND SALE OF NOTES.

            a.    Purchase of Notes. On the Closing Date (as defined below), the
Company  shall issue and sell to each Buyer and each Buyer  severally  agrees to
purchase  from the  Company  such  principal  amount  of  Notes as is set  forth
immediately below such Buyer's name on the signature pages hereto.

            b.    Form of Payment.  On the Closing Date (as defined below),  (i)
each Buyer shall pay the  purchase  price for the Notes to be issued and sold to
it at the Closing (as defined below) (the "Purchase  Price") by wire transfer of
immediately  available  funds to the Company,  in accordance  with the Company's
written  wiring  instructions,  against  delivery of the Notes in the  principal
amount  equal to the Purchase  Price,  and (ii) the Company  shall  deliver such
Notes duly executed on behalf of the Company, to such Buyer, against delivery of
such Purchase Price. Wire instructions for the Company are:


<PAGE>

                  Bank:            Wells Fargo Bank
                                   7714 Girard Avenue
                                   La Jolla, CA 92037
                                   USA

                  For Credit to:   Ipex Inc. - Convertible Note Funding Account.
                                   9255 Town Centre Drive
                  Suite 235
                                   San Diego, CA 92121
                                   USA

                  Account No.:     798 610 3153

                  Routing No.:     122000247

            c.    Closing Date.  Subject to the satisfaction (or written waiver)
of the conditions  thereto set forth in Section 5 and Section 6 below,  the date
and time of the issuance and sale of the Notes  pursuant to this  Agreement (the
"Closing Date") shall be 3:00 p.m.,  Eastern  Standard Time on March 3, 2006, or
such  other  mutually  agreed  upon  time.  The  closing  of  the   transactions
contemplated by this Agreement (the  "Closing")  shall occur on the Closing Date
at such location as may be agreed to by the parties.

      2.    BUYERS'  REPRESENTATIONS  AND WARRANTIES.  Each Buyer severally (and
not  jointly)  represents  and  warrants to the Company  solely as to such Buyer
that:

            a.    Investment  Purpose.  As of the  date  hereof,  the  Buyer  is
purchasing the Notes and the shares of Common Stock issuable upon  conversion of
or  otherwise  pursuant  to  the  Notes  (including,  without  limitation,  such
additional  shares of Common  Stock,  if any, as are  issuable (i) on account of
interest on the Notes,  or (ii) as a result of the events  described  in Section
1.5(g) of the Notes, such shares of Common Stock being collectively  referred to
herein  as the  "Conversion  Shares"  and,  collectively  with  the  Notes,  the
"Securities", for its own account and not with a present view towards the public
sale or distribution  thereof,  except pursuant to sales  registered or exempted
from registration under the Securities Act.



                                       2
<PAGE>

            b.    Accredited  Investor  Status.  The  Buyer  is  an  "accredited
investor"  as that term is defined in Rule 501(a) of  Regulation  D  promulgated
pursuant to the Securities Act (an "Accredited Investor").

            c.    Reliance  on  Exemptions.   The  Buyer  understands  that  the
Securities are being offered and sold to it in reliance upon specific exemptions
from the registration requirements of United States federal and state securities
laws and that the  Company is relying  upon the truth and  accuracy  of, and the
Buyer's   compliance   with,  the   representations,   warranties,   agreements,
acknowledgments  and  understandings  of the Buyer set forth  herein in order to
determine the  availability  of such exemptions and the eligibility of the Buyer
to acquire the Securities.

            d.    Information.  The Buyer and its  advisors,  if any, have been,
and for so long as the Notes remain  outstanding  will continue to be, furnished
with all  materials  relating to the  business,  finances and  operations of the
Company and  materials  relating to the offer and sale of the  Securities  which
have been requested by the Buyer or its advisors. The Buyer and its advisors, if
any, have been, and for so long as the Notes remain outstanding will continue to
be,  afforded the  opportunity to ask questions of the Company.  Notwithstanding
the foregoing, the Company has not disclosed to the Buyer any material nonpublic
information and will not disclose such  information  unless such  information is
disclosed to the public prior to or promptly  following  such  disclosure to the
Buyer.  Neither  such  inquiries  nor  any  other  due  diligence  investigation
conducted by Buyer or any of its advisors or representatives shall modify, amend
or affect Buyer's right to rely on the Company's  representations and warranties
contained in Section 3 below.  The Buyer  understands that its investment in the
Securities involves a significant degree of risk.

            e.    Governmental  Review.  The  Buyer  understands  that no United
States federal or state agency or any other  government or  governmental  agency
has passed upon or made any recommendation or endorsement of the Securities.

            f.    Transfer or Re-sale.  The Buyer understands that (i) except as
provided  in  Section  4(d) of  this  Agreement,  the  sale  or  re-sale  of the
Securities has not been and is not being  registered under the Securities Act or
any applicable  state securities laws, and the Securities may not be transferred
unless  (A) the  Securities  are  sold  pursuant  to an  effective  registration
statement  under the  Securities  Act, (B) the Buyer shall have delivered to the
Company  an  opinion  of  counsel  that  shall be in form,  substance  and scope
customary for opinions of counsel in comparable  transactions to the effect that
the Securities to be sold or transferred may be sold or transferred  pursuant to
an exemption  from such  registration,  which  opinion  shall be accepted by the
Company,  (C) the  Securities  are sold or  transferred  to an  "affiliate"  (as
defined in Rule 144  promulgated  under the Securities Act (or a successor rule)
("Rule  144"))  of the  Buyer  who  agrees  to sell or  otherwise  transfer  the
Securities  only in  accordance  with this Section 2(f) and who is an Accredited
Investor,  (D)  the  Securities  are  sold  pursuant  to  Rule  144,  or (E) the
Securities  are sold  pursuant to  Regulation S under the  Securities  Act (or a
successor  rule)  ("Regulation  S"),  and the Buyer shall have  delivered to the
Company  an  opinion  of  counsel  that  shall be in form,  substance  and scope
customary for opinions of counsel in corporate transactions, which opinion shall
be accepted by the Company; (ii) any sale of such Securities made in reliance on
Rule 144 may be made only in accordance with the terms of said Rule and further,
if  said  Rule  is  not  applicable,   any  re-sale  of  such  Securities  under
circumstances  in which the seller (or the person through whom the sale is made)
may be deemed to be an  underwriter  (as that term is defined in the  Securities
Act) may require  compliance  with some other exemption under the Securities Act
or the rules and  regulations  of the SEC  thereunder;  and  (iii)  neither  the
Company nor any other person is under any obligation to register such Securities
under the  Securities  Act or any state  securities  laws or to comply  with the
terms and  conditions  of any  exemption  thereunder  (in each case,  other than
pursuant to Section 4(d) of this Agreement).



                                       3
<PAGE>

            g.    Legends.  The Buyer understands that the Notes and, until such
time as the Conversion  Shares have been registered  under the Securities Act as
contemplated by Section 4(d) of this Agreement or otherwise may be sold pursuant
to Rule  144 or  Regulation  S  without  any  restriction  as to the  number  of
securities  as of a  particular  date  that can then be  immediately  sold,  the
Conversion  Shares may bear a restrictive  legend in substantially the following
form  (and  a  stop-transfer  order  may  be  placed  against  transfer  of  the
certificates for such Securities):

      "The securities  represented by this  certificate  have not been
      registered  under the  Securities  Act of 1933, as amended.  The
      securities  may not be  sold,  transferred  or  assigned  in the
      absence  of  an  effective   registration   statement   for  the
      securities  under said Act, or an opinion of  counsel,  in form,
      substance  and  scope  customary  for  opinions  of  counsel  in
      comparable transactions, that registration is not required under
      said Act or unless  sold  pursuant to Rule 144 or  Regulation  S
      under said Act."

      The legend set forth above shall be removed and the Company  shall issue a
certificate  without such legend to the holder of any Security  upon which it is
stamped,  if, unless otherwise required by applicable state securities laws, (a)
such Security is registered for sale under an effective  registration  statement
filed under the  Securities Act or otherwise may be sold pursuant to Rule 144 or
Regulation  S without any  restriction  as to the number of  securities  as of a
particular  date that can then be immediately  sold, or (b) such holder provides
the Company with an opinion of counsel,  in form,  substance and scope customary
for opinions of counsel in comparable transactions,  to the effect that a public
sale or transfer of such  Security  may be made without  registration  under the
Securities  Act, which opinion shall be accepted by the Company so that the sale
or transfer is effected or (c) such holder  provides the Company with reasonable
assurances  that such Security can be sold pursuant to Rule 144 or Regulation S.
The Buyer  agrees  to sell all  Securities,  including  those  represented  by a
certificate(s)  from which the  legend  has been  removed,  in  compliance  with
applicable prospectus delivery requirements, if any.

            h.    Authorization;   Enforcement.  This  Agreement,  the  Security
Agreement and the Notes have been duly and validly  authorized.  This  Agreement
has been duly executed and delivered on behalf of the Buyer,  and this Agreement
constitutes,  and upon  execution  and  delivery  by the  Buyer of the  Security
Agreement,  such agreement will constitute,  valid and binding agreements of the
Buyer enforceable in accordance with their terms.



                                       4
<PAGE>

            i.    Residency.  The Buyer is a resident  of the  jurisdiction  set
forth immediately below such Buyer's name on the signature pages hereto.

      3.    REPRESENTATIONS  AND WARRANTIES OF THE COMPANY AND RGB CHANNEL.  The
Company and RGB Channel each represents and warrants to each Buyer as follows:

            a.    Organization  and  Qualification.  The Company and each of its
Subsidiaries  (as defined  below),  if any,  is a  corporation  duly  organized,
validly  existing and in good  standing  under the laws of the  jurisdiction  in
which it is incorporated, with full power and authority (corporate and other) to
own,  lease,  use and operate its properties and to carry on its business as and
where now owned, leased, used, operated and conducted.  Schedule 3(a) sets forth
a list of all of the  Subsidiaries of the Company and the  jurisdiction in which
each is incorporated. The Company and each of its Subsidiaries is duly qualified
as a  foreign  corporation  to do  business  and is in good  standing  in  every
jurisdiction  in which its  ownership  or use of  property  or the nature of the
business  conducted by it makes such  qualification  necessary  except where the
failure to be so qualified or in good standing would not have a Material Adverse
Effect.  "Material  Adverse  Effect"  means any material  adverse  effect on the
business, operations, assets, financial condition or prospects of the Company or
its Subsidiaries,  if any, taken as a whole, or on the transactions contemplated
hereby or by the  agreements  or  instruments  to be entered into in  connection
herewith.  "Subsidiaries"  means any corporation or other organization,  whether
incorporated  or  unincorporated,   in  which  the  Company  owns,  directly  or
indirectly, any equity or other ownership interest.

            b.    Authorization;  Enforcement.  (i) Each of the  Company and RGB
Channel  has all  requisite  corporate  power and  authority  to enter  into and
perform this Agreement,  the Security  Agreement and the Notes and to consummate
the transactions contemplated hereby and thereby and to issue the Securities, in
accordance with the terms hereof and thereof, (ii) the execution and delivery of
this  Agreement,  the  Security  Agreement  and the Notes by the Company and RGB
Channel and the consummation of the transactions contemplated hereby and thereby
(including  without  limitation,  the issuance of the Notes and the issuance and
reservation  for issuance of the Conversion  Shares  issuable upon conversion or
exercise  thereof)  have been duly  authorized  by each of the Company's and RGB
Channel's  Board of Directors  and no further  consent or  authorization  of the
Company,  RGB Channel,  their respective Board of Directors,  or shareholders is
required,  (iii) this  Agreement  has been duly  executed  and  delivered by the
Company and by RGB Channel by their respective  authorized  representative,  and
such  authorized  representative  is the true and official  representative  with
authority to sign this Agreement and the other documents  executed in connection
herewith  and  bind the  Company  and RGB  Channel  accordingly,  and (iv)  this
Agreement constitutes, and upon execution and delivery by the Company and/or RGB
Channel of the Security  Agreement and the Notes,  each of such instruments will
constitute,  legal, valid and binding obligations of the Company and RGB Channel
enforceable against the Company and RGB Channel in accordance with its terms.



                                       5
<PAGE>

            c.    Capitalization.  As of the date hereof, the authorized capital
stock of the Company consists of: (i) 75,000,000 shares of IPEX Common Stock, of
which  17,861,293  shares are issued and  outstanding,  and 4,357,159 shares are
reserved for issuance pursuant to securities (other than the Notes)  exercisable
for, or convertible  into or exchangeable  for shares of IPEX Common Stock;  and
(ii) no shares of preferred stock. As of the date hereof, the authorized capital
stock of RGB Channel consists of: (i) 100,000,000 shares of RGB Common Stock, of
which one share is issued and  outstanding,  10,000,000  shares are reserved for
issuance to IPEX as  consideration  for the transfer and  assignment  of certain
assets to RGB  Channel,  and no shares are  reserved  for  issuance  pursuant to
securities  (other  than the Notes)  exercisable  for,  or  convertible  into or
exchangeable  for  shares of RGB  Common  Stock;  and (ii)  5,000,000  shares of
preferred stock, of which no shares are issued and outstanding and no shares are
reserved for issuance.  All of such  outstanding  shares of capital stock of the
Company  and of RGB  Channel  are, or upon  issuance  will be, duly  authorized,
validly issued, fully paid and nonassessable.  No shares of capital stock of the
Company or of RGB Channel are subject to preemptive  rights or any other similar
rights  of the  shareholders  of the  Company  or RGB  Channel  or any  liens or
encumbrances imposed through the actions or failure to act of the Company or RGB
Channel.  Except as disclosed in Schedule 3(c), as of the effective date of this
Agreement,  (i) there are no outstanding  options,  warrants,  scrip,  rights to
subscribe for, puts, calls, rights of first refusal, agreements, understandings,
claims or other commitments or rights of any character  whatsoever  relating to,
or  securities  or rights  convertible  into or  exchangeable  for any shares of
capital  stock of the Company,  or any of its  Subsidiaries  including,  but not
limited  to RGB  Channel,  or  arrangements  by which the  Company or any of its
Subsidiaries is or may become bound to issue additional  shares of capital stock
of the  Company  or any of its  Subsidiaries,  (ii) there are no  agreements  or
arrangements  under which the Company or any of its Subsidiaries is obligated to
register the sale of any of its or their  securities  under the  Securities  Act
(except  pursuant  to Section  4(d) of this  Agreement)  and (iii)  there are no
anti-dilution or price adjustment provisions contained in any security issued by
the  Company or RGB Channel (or in any  agreement  providing  rights to security
holders)  that will be triggered by the issuance of the Notes or the  Conversion
Shares.  The Company has  furnished to the Buyer true and correct  copies of the
Company's  Articles of Incorporation and RGB Channel's Articles of Incorporation
as in effect on the date hereof ("Articles of Incorporation"), the Company's and
RGB Channel's By-laws, as in effect on the date hereof (the "By-laws"),  and the
terms of all securities convertible into or exercisable for IPEX Common Stock or
RGB  Common  Stock and the  material  rights of the  holders  thereof in respect
thereto.

            d.    Issuance of Shares.  The Conversion Shares are duly authorized
and reserved for issuance and, upon  conversion of the Notes in accordance  with
their terms,  will be validly issued,  fully paid and  non-assessable,  and free
from all taxes, liens, claims and encumbrances with respect to the issue thereof
and  shall not be  subject  to  preemptive  rights  or other  similar  rights of
shareholders  of the  Company or of RGB  Channel  and will not  impose  personal
liability upon the holder thereof.

            e.    Acknowledgment  of  Dilution.  The  Company  and  RGB  Channel
understands and acknowledges the potentially dilutive effect to the Common Stock
upon the issuance of the  Conversion  Shares upon  conversion of the Notes.  The
Company and RGB Channel each further  acknowledges  that its obligation to issue
Conversion Shares upon conversion of the Notes in accordance with this Agreement
and the Notes is absolute and  unconditional  regardless of the dilutive  effect
that such issuance may have on the ownership  interests of other shareholders of
the Company or of RGB Channel.



                                       6
<PAGE>

            f.    No Conflicts. The execution,  delivery and performance of this
Agreement,  the  Security  Agreement  and the Notes by the  Company  and/or  RGB
Channel  and  the  consummation  by  the  Company  and  by  RGB  Channel  of the
transactions contemplated hereby and thereby (including, without limitation, the
issuance and  reservation  for issuance of the  Conversion  Shares) will not (i)
conflict  with or result in a  violation  of any  provision  of the  Articles of
Incorporation  or By-laws of each respective  company,  (ii) violate or conflict
with,  or result in a breach of any provision of, or constitute a default (or an
event which with notice or lapse of time or both could become a default)  under,
or  give to  others  any  rights  of  termination,  amendment,  acceleration  or
cancellation of, any agreement,  indenture, patent, patent license or instrument
to which the Company or any of its Subsidiaries is a party, or (iii) result in a
violation of any law, rule,  regulation,  order,  judgment or decree  (including
federal  and  state  securities  laws and  regulations  and  regulations  of any
self-regulatory  organizations  to  which  the  Company,  RGB  Channel  or their
respective  securities  are  subject)  applicable  to the  Company or any of its
Subsidiaries  or by which any  property  or asset of the  Company  or any of its
Subsidiaries  is  bound  or  affected  (except  for  such  conflicts,  defaults,
terminations,  amendments, accelerations,  cancellations and violations as would
not, individually or in the aggregate,  have a Material Adverse Effect). Neither
the Company  nor any of its  Subsidiaries  is in  violation  of its  Articles of
Incorporation, By-laws or other organizational documents and neither the Company
nor any of its  Subsidiaries is in default (and no event has occurred which with
notice or lapse of time or both could put the Company or any of its Subsidiaries
in default) under, and neither the Company nor any of its Subsidiaries has taken
any action or failed to take any action  that would give to others any rights of
termination,   amendment,   acceleration  or  cancellation  of,  any  agreement,
indenture or  instrument  to which the Company or any of its  Subsidiaries  is a
party  or by  which  any  property  or  assets  of  the  Company  or  any of its
Subsidiaries  is bound or affected,  except for possible  defaults as would not,
individually or in the aggregate, have a Material Adverse Effect. The businesses
of the Company and its Subsidiaries,  if any, are not being conducted, and shall
not be conducted so long as a Buyer owns any of the Securities,  in violation of
any  law,  ordinance  or  regulation  of  any  governmental  entity.  Except  as
specifically contemplated by this Agreement and as required under the Securities
Act and any  applicable  state  securities  laws,  neither  the  Company nor RGB
Channel is required to obtain any  consent,  authorization  or order of, or make
any filing or  registration  with, any court,  governmental  agency,  regulatory
agency, self regulatory organization or stock market or any third party in order
for  it to  execute,  deliver  or  perform  any of its  obligations  under  this
Agreement,  the  Security  Agreement or the Notes in  accordance  with the terms
hereof or  thereof or to issue and sell the Notes in  accordance  with the terms
hereof and to issue the  Conversion  Shares upon  conversion  of the Notes.  All
consents, authorizations, orders, filings and registrations which the Company is
required to obtain  pursuant to the  preceding  sentence  have been  obtained or
effected on or prior to the date hereof.  The Company is not in violation of the
listing  requirements  of the OTC  Bulletin  Board  (the  "OTCBB")  and does not
reasonably  anticipate  that the IPEX Common Stock will be delisted by the OTCBB
in the foreseeable  future.  The Company and its Subsidiaries are unaware of any
facts or circumstances which might give rise to any of the foregoing.



                                       7
<PAGE>

            g.    SEC Documents; Financial Statements. The Company has filed all
reports,  schedules,  forms, statements and other documents required to be filed
by it with the SEC  pursuant to the  reporting  requirements  of the  Securities
Exchange Act of 1934,  as amended  (the  "Exchange  Act") (all of the  foregoing
filed prior to the date hereof and all exhibits  included  therein and financial
statements  and  schedules  thereto and  documents  (other than exhibits to such
documents)  incorporated by reference  therein,  being  hereinafter  referred to
herein as the "SEC Documents"). The Company has delivered to each Buyer true and
complete copies of the SEC Documents not available on the EDGAR system that have
been requested by each Buyer. As of their  respective  dates,  the SEC Documents
complied in all material  respects with the requirements of the Exchange Act and
the rules and  regulations of the SEC promulgated  thereunder  applicable to the
SEC Documents.  As of their respective  dates,  the financial  statements of the
Company  included  in the SEC  Documents  complied  as to  form in all  material
respects with  applicable  accounting  requirements  and the published rules and
regulations of the SEC with respect thereto. Such financial statements have been
prepared  in  accordance  with  United  States  generally  accepted   accounting
principles, consistently applied, during the periods involved (except (i) as may
be otherwise  indicated in such financial  statements or the notes  thereto,  or
(ii) in the case of  unaudited  interim  statements,  to the extent they may not
include footnotes or may be condensed or summary  statements) and fairly present
in all material respects the consolidated  financial position of the Company and
its  consolidated  Subsidiaries  as of the dates  thereof  and the  consolidated
results of their  operations and cash flows for the periods then ended (subject,
in the case of unaudited  statements,  to normal  year-end  audit  adjustments).
Except as set forth in the financial  statements of the Company  included in the
SEC Documents,  the Company has no liabilities,  contingent or otherwise,  other
than (i) liabilities  incurred in the ordinary course of business  subsequent to
December 31, 2004 and (ii) obligations under contracts and commitments  incurred
in the ordinary  course of business and not required  under  generally  accepted
accounting  principles  to be reflected  in such  financial  statements,  which,
individually or in the aggregate, are not material to the financial condition or
operating results of the Company.

            h.    Absence of Certain Changes. Since December 31, 2004, there has
been no material  adverse  change and no  material  adverse  development  in the
assets,  liabilities,  business,  properties,  operations,  financial condition,
results of  operations  or prospects  of the Company or any of its  Subsidiaries
which has not been reported in the SEC Documents.

            i.    Absence  of  Litigation.  There  is no  action,  suit,  claim,
proceeding,  inquiry  or  investigation  before or by any court,  public  board,
government  agency,  self-regulatory  organization  or body  pending  or, to the
knowledge  of the  Company  or any of its  Subsidiaries,  threatened  against or
affecting the Company or any of its Subsidiaries, or their officers or directors
in their  capacity  as such,  that  could have a Material  Adverse  Effect.  The
Company and its  Subsidiaries  are unaware of any facts or  circumstances  which
might give rise to any of the  foregoing  which fact or  circumstances  have not
been reported in the SEC Documents.

            j.    Patents,   Copyrights,  etc.  The  Company  and  each  of  its
Subsidiaries  owns or  possesses  the  requisite  licenses  or rights to use all
patents,  patent  applications,   patent  rights,  inventions,  know-how,  trade
secrets, trademarks, trademark applications, service marks, service names, trade
names and copyrights ("Intellectual Property") necessary to enable it to conduct
its  business as now operated and  described in the SEC  Documents;  there is no
claim or action by any person  pertaining to, or proceeding  pending,  or to the
Company's knowledge threatened,  which challenges the right of the Company or of
a Subsidiary with respect to any Intellectual Property necessary to enable it to
conduct its business as now operated;  to the best of the  Company's  knowledge,
the Company's or its Subsidiaries'  current and intended products,  services and
processes do not infringe on any  Intellectual  Property or other rights held by
any person; and the Company is unaware of any facts or circumstances which might
give rise to any of the foregoing. The Company and each of its Subsidiaries have
taken reasonable  security measures to protect the secrecy,  confidentiality and
value of their Intellectual Property.



                                       8
<PAGE>

            k.    No Materially Adverse Contracts,  Etc. Neither the Company nor
any of its  Subsidiaries  is subject to any  charter,  corporate  or other legal
restriction,  or any judgment,  decree,  order,  rule or regulation which in the
judgment of the  Company's  officers  has or is expected in the future to have a
Material  Adverse Effect.  Neither the Company nor any of its  Subsidiaries is a
party to any  contract  or  agreement  which in the  judgment  of the  Company's
officers has or is expected to have a Material Adverse Effect.

            l.    Tax Status.  Except as set forth on Schedule 3(l), the Company
and each of its  Subsidiaries  has made or filed all federal,  state and foreign
income and all other tax  returns,  reports  and  declarations  required  by any
jurisdiction  to which it is subject  (unless  and only to the  extent  that the
Company  and each of its  Subsidiaries  has set  aside on its  books  provisions
reasonably  adequate for the payment of all unpaid and unreported taxes) and has
paid all taxes and other governmental  assessments and charges that are material
in  amount,  shown  or  determined  to be  due  on  such  returns,  reports  and
declarations,  except  those being  contested in good faith and has set aside on
its  books  provisions  reasonably  adequate  for the  payment  of all taxes for
periods subsequent to the periods to which such returns, reports or declarations
apply. There are no unpaid taxes in any material amount claimed to be due by the
taxing authority of any jurisdiction, and the officers of the Company know of no
basis for any such claim.  The Company has not executed a waiver with respect to
the statute of  limitations  relating to the  assessment  or  collection  of any
foreign, federal, state or local tax. None of the Company's or RGB Channel's tax
returns is presently being audited by any taxing authority.

            m.    Certain   Transactions.   Except  as   described  in  the  SEC
Documents,  none of the  officers,  directors,  or  employees  of the Company is
presently a party to any transaction with the Company or any of its Subsidiaries
(other than for services as employees,  officers and  directors),  including any
contract,  agreement  or  other  arrangement  providing  for the  furnishing  of
services to or by, providing for rental of real or personal property to or from,
or  otherwise  requiring  payments  to or from  any  officer,  director  or such
employee  or, to the  knowledge of the Company,  any  corporation,  partnership,
trust or other entity in which any officer, director, or any such employee has a
substantial interest or is an officer, director, trustee or partner.



                                       9
<PAGE>

            n.    Disclosure.  All  information  relating to or  concerning  the
Company or any of its  Subsidiaries set forth in this Agreement and otherwise in
connection with the transactions  contemplated hereby is true and correct in all
material  respects  and the Company has not omitted to state any  material  fact
necessary in order to make the  statements  made herein or therein,  in light of
the  circumstances  under  which they were  made,  not  misleading.  No event or
circumstance  has  occurred or exists with  respect to the Company or any of its
Subsidiaries  or its or their  business,  properties,  prospects,  operations or
financial conditions, 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.

            o.    Acknowledgment  Regarding Buyers' Purchase of Securities.  The
Company  acknowledges  and  agrees  that the  Buyers  are  acting  solely in the
capacity of arm's  length  purchasers  with  respect to this  Agreement  and the
transactions contemplated hereby. The Company further acknowledges that no Buyer
is acting as a financial  advisor or fiduciary of the Company (or in any similar
capacity)  with  respect to this  Agreement  and the  transactions  contemplated
hereby  and  any  statement  made  by  any  Buyer  or any  of  their  respective
representatives or agents in connection with this Agreement and the transactions
contemplated  hereby is not advice or a recommendation  and is merely incidental
to the Buyers'  purchase of the Securities.  The Company  further  represents to
each Buyer that the  Company's  decision to enter into this  Agreement  has been
based solely on the independent evaluation of the Company and its Subsidiaries.

            p.    No Integrated Offering.  Neither the Company, RGB Channel, nor
any of their  affiliates,  nor any  person  acting on its or their  behalf,  has
directly or indirectly made any offers or sales in any security or solicited any
offers to buy any security under  circumstances that would require  registration
under the Securities  Act of the issuance of the  Securities to the Buyers.  The
issuance of the  Securities to the Buyers will not be integrated  with any other
issuance of the Company's or RGB Channel's securities (past, current or future).

            q.    No Brokers.  Except as set forth on Schedule 3(q), neither the
Company nor RGB Channel has taken any action  which would give rise to any claim
by any person for brokerage  commissions,  transaction  fees or similar payments
relating to this Agreement or the transactions contemplated hereby.

            r.    Permits;  Compliance. The Company and each of its Subsidiaries
is in possession of all franchises, grants,  authorizations,  licenses, permits,
easements, variances, exemptions,  consents, certificates,  approvals and orders
necessary to own,  lease and operate its properties and to carry on its business
as it is now being conducted (collectively, the "Company Permits"), and there is
no action  pending or, to the  knowledge  of the Company,  threatened  regarding
suspension or  cancellation of any of the Company  Permits.  Neither the Company
nor any of its  Subsidiaries is in conflict with, or in default or violation of,
any of  the  Company  Permits,  except  for  any  such  conflicts,  defaults  or
violations  which,  individually  or in the  aggregate,  would not reasonably be
expected to have a Material Adverse Effect. Since December 31, 2004, neither the
Company nor any of its Subsidiaries  has received any notification  with respect
to possible  conflicts,  defaults or violations of applicable  laws,  except for
notices relating to possible conflicts, defaults or violations, which conflicts,
defaults or violations would not have a Material Adverse Effect.



                                       10
<PAGE>

            s.    Environmental Matters.

                  (i)   To the Company's knowledge,  with respect to the Company
or any of its Subsidiaries or any predecessor of the Company,  there are no past
or present violations of Environmental Laws (as defined below),  releases of any
material into the environment, actions, activities,  circumstances,  conditions,
events,  incidents, or contractual obligations which may give rise to any common
law   environmental   liability  or  any  liability   under  the   Comprehensive
Environmental  Response,  Compensation  and  Liability  Act of 1980  or  similar
federal,  state,  local or foreign  laws and  neither the Company nor any of its
Subsidiaries  has received any notice with respect to any of the foregoing,  nor
is any action pending or, to the Company's  knowledge,  threatened in connection
with any of the  foregoing.  The term  "Environmental  Laws" means all  federal,
state, local or foreign laws relating to pollution or protection of human health
or the environment (including,  without limitation,  ambient air, surface water,
groundwater,  land surface or subsurface strata), including, without limitation,
laws  relating to  emissions,  discharges,  releases or  threatened  releases of
chemicals,  pollutants contaminants,  or toxic or hazardous substances or wastes
(collectively,   "Hazardous  Materials")  into  the  environment,  or  otherwise
relating to the manufacture,  processing, distribution, use, treatment, storage,
disposal,  transport  or  handling  of  Hazardous  Materials,  as  well  as  all
authorizations,   codes,  decrees,  demands  or  demand  letters,   injunctions,
judgments,  licenses,  notices  or notice  letters,  orders,  permits,  plans or
regulations issued, entered, promulgated or approved thereunder.

                  (ii)  Other  than  those  that  are or  were  stored,  used or
disposed of in  compliance  with  applicable  law, no  Hazardous  Materials  are
contained on or about any real property  currently owned,  leased or used by the
Company or any of its Subsidiaries,  and no Hazardous Materials were released on
or about any real property  previously  owned,  leased or used by the Company or
any of its Subsidiaries during the period the property was owned, leased or used
by the Company or any of its  Subsidiaries,  except in the normal  course of the
Company's or any of its Subsidiaries' business.

                  (iii) To the  Company's  knowledge,  there are no  underground
storage tanks on or under any real property owned, leased or used by the Company
or any of its Subsidiaries that are not in compliance with applicable law.

            t.    Title to Property.  The Company and its Subsidiaries have good
and marketable  title in fee simple to all real property and good and marketable
title to all personal  property  owned by them which is material to the business
of the Company and its  Subsidiaries,  in each case free and clear of all liens,
encumbrances  and  defects  except  such as would  not have a  Material  Adverse
Effect. Any real property and facilities held under lease by the Company and its
Subsidiaries  are held by them under valid,  subsisting and  enforceable  leases
with such exceptions as would not have a Material Adverse Effect.

            u.    Insurance.  The  Company  and  each  of its  Subsidiaries  are
insured by insurers of recognized financial  responsibility  against such losses
and risks and in such  amounts  as  management  of the  Company  believes  to be
prudent  and  customary  in  the   businesses  in  which  the  Company  and  its
Subsidiaries  are engaged.  Neither the Company nor any such  Subsidiary has any
reason  to  believe  that it will not be able to renew  its  existing  insurance
coverage as and when such coverage  expires or to obtain  similar  coverage from
similar  insurers as may be  necessary  to continue  its business at a cost that
would not have a Material Adverse Effect.



                                       11
<PAGE>

            v.    Internal  Accounting  Controls.  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 action
is taken with respect to any differences.

            w.    Foreign Corrupt Practices. Neither the Company, nor any of its
Subsidiaries,  nor any director, officer, agent, employee or other person acting
on behalf of the  Company or any  Subsidiary  has,  in the course of his actions
for, or on behalf of, the  Company,  used any  corporate  funds for any unlawful
contribution,  gift,  entertainment  or  other  unlawful  expenses  relating  to
political activity;  made any direct or indirect unlawful payment to any foreign
or domestic government official or employee from corporate funds; violated or is
in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977,
as amended, or made any bribe, rebate,  payoff,  influence payment,  kickback or
other  unlawful  payment  to any  foreign or  domestic  government  official  or
employee.

            x.    Solvency. The Company (after giving effect to the transactions
contemplated by this Agreement) is solvent (i.e.,  its assets have a fair market
value in excess of the amount  required to pay its probable  liabilities  on its
existing  debts as they become  absolute and matured) and  currently the Company
has no  information  that would lead it to reasonably  conclude that the Company
would  not,  after  giving  effect  to  the  transaction  contemplated  by  this
Agreement, have the ability to, nor does it intend to take any action that would
impair its  ability to, pay its debts from time to time  incurred in  connection
therewith as such debts mature.

            y.    No Investment Company. Neither the Company nor RGB Channel is,
and upon  the  issuance  and  sale of the  Securities  as  contemplated  by this
Agreement will not be an "investment  company"  required to be registered  under
the  Investment  Company  Act of 1940 (an  "Investment  Company").  Neither  the
Company nor RGB Channel is controlled by an Investment Company.

      4.    COVENANTS.

            a.    Best  Efforts.  The  parties  shall use their best  efforts to
satisfy  timely each of the  conditions  described in Section 5 and Section 6 of
this Agreement.

            b.    Form D; Blue Sky Laws. The Company and RGB Channel each agrees
to file a Form D with respect to the Securities as required under  Regulation D.
The Company  and RGB Channel  shall,  on or before the Closing  Date,  take such
action as the Company  shall  reasonably  determine  is necessary to qualify the
Securities  for sale to the Buyers at the  Closing  pursuant  to this  Agreement
under  applicable  securities  or "blue  sky" laws of the  states of the  United
States (or to obtain an exemption from such qualification).



                                       12
<PAGE>

            c.    Reporting  Status;  Eligibility  to Use  Form  SB-2.  The IPEX
Common Stock is registered  under Section 12(g) of the Exchange Act. The Company
represents and warrants that it meets the  requirements for the use of Form SB-2
for registration of the sale by the Buyer of the Registrable  Shares (as defined
herein).  So long as the  Buyer  beneficially  owns any of the  Securities,  the
Company shall timely file all reports required to be filed with the SEC 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.

            d.    Registration Rights.

                  (i)   If at any time after the Buyers convert all of the Notes
into IPEX  Common  Stock or RGB Common  Stock the Company (or RGB Channel if the
Buyers convert the Notes into RGB Common Stock) shall determine to file with the
SEC a  registration  statement  (the  "Registration  Statement")  relating to an
offering for its own account or the account of others under the Securities  Act,
of any of its  equity  securities  (other  than on Form S-4 or Form S-8 or their
then equivalents relating to equity securities to be issued solely in connection
with an acquisition of any entity or business or equity  securities  issuable in
connection  with  employee  benefit  plans),  the Company (or RGB Channel if the
Buyers  convert  the  Notes  into  RGB  Common  Stock)  shall  include  in  such
Registration  Statement  all of the IPEX Common Stock or RGB Common Stock issued
upon  conversion of the Notes (the  "Registrable  Shares").  The Company (or RGB
Channel if the Buyers  convert  the Notes into RGB Common  Stock)  shall use its
best efforts to cause the Registration Statement to be declared effective by the
Commission  as promptly as possible  after the filing  thereof and shall use its
best efforts to keep the Registration Statement continuously effective until the
earlier  of:  (A)  the  date  when  all  Registrable   Shares  covered  by  such
Registration  Statement  have  been  sold  publicly;  or (B) the  date  when all
Registrable  Shares may be sold pursuant to Rule 144(k) under the Securities Act
(the "Effectiveness Period").

                  (ii)  In   connection   with  the   registration   obligations
hereunder,  the Company (or RGB Channel if the Buyers convert the Notes into RGB
Common  Stock)  shall:  (A)  prepare  and file  with  the SEC  such  amendments,
including  post-effective  amendments,  to the  Registration  Statement  and the
prospectus  used  in  connection  therewith  as may be  necessary  to  keep  the
Registration  Statement  continuously effective as to the Registrable Shares for
the  Effectiveness  Period;  (B) cause the related  prospectus  to be amended or
supplemented by any required  prospectus  supplement,  and as so supplemented or
amended to be filed pursuant to Rule 424  promulgated  under the Securities Act;
(C) respond as promptly as reasonably possible to any comments received from the
SEC with respect to the Registration Statement or any amendment thereto; and (D)
comply in all material  respects with the  provisions of the  Securities Act and
the Exchange  Act with  respect to the  disposition  of all  Registrable  Shares
covered by the Registration Statement during the applicable period in accordance
with the intended  methods of disposition by the selling  shareholders set forth
in  the  Registration  Statement  as so  amended  or in  such  prospectus  as so
supplemented.



                                       13
<PAGE>

                  (iii) The Company  (or RGB  Channel if the Buyers  convert the
Notes into RGB Common  Stock)  shall pay all fees and  expenses  incident to the
performance  of or  compliance  with  this  Section  4(d),  including:  (A)  all
registration and filing fees and expenses,  including  without  limitation those
related to filings with the SEC; and (B) printing  expenses  (including  without
limitation  expenses  of printing  certificates  for  Registrable  Shares and of
printing prospectuses requested by the Buyers).

            e.    Use of Proceeds.  The Company  shall use the proceeds from the
sale of the Notes in the manner set forth in Schedule 4(d)  attached  hereto and
made a part hereof and shall not, directly or indirectly,  use such proceeds for
any loan to or investment in any other corporation,  partnership,  enterprise or
other  person  (except  in  connection  with its  currently  existing  direct or
indirect Subsidiaries).

            f.    Subsequent  Financings of the Company.  So long as the Company
shall have any  obligation  under the Notes,  if the  Company  sells IPEX Common
Stock or any warrants or other rights,  whether or not immediately  exercisable,
to  subscribe  for  or  to  purchase  IPEX  Common  Stock  or  other  securities
convertible  into or exchangeable  for IPEX Common Stock pursuant to a financing
transaction, the Borrower shall use the proceeds of such a financing transaction
to redeem the Notes.

            g.    Authorization  and Reservation of Shares.  The Company and RGB
Channel each shall at all times while the Notes are outstanding have authorized,
and  reserved  for the purpose of  issuance,  a  sufficient  number of shares of
Common Stock to provide for the full  conversion  of the  outstanding  Notes and
issuance  of  the  Conversion  Shares  in  connection  therewith  (based  on the
Conversion  Price of the  Notes in effect  from  time to time) and as  otherwise
required  by the Notes  (the  "Reserved  Amount").  If at any time the number of
shares of Common Stock  authorized  and reserved for issuance  ("Authorized  and
Reserved Shares") is below the Reserved Amount,  the Company and/or RGB Channel,
as applicable,  will promptly take all corporate  action  necessary to authorize
and  reserve a  sufficient  number of  shares,  including,  without  limitation,
calling a special meeting of shareholders to authorize additional shares to meet
the obligations  under this Section 4(g), in the case of an insufficient  number
of  authorized  shares,  obtain  shareholder  approval  of an  increase  in such
authorized number of shares, and voting the management shares of the Company and
RGB Channel in favor of an increase in the authorized  shares to ensure that the
number of authorized shares is sufficient to meet the Reserved Amount.

            h.    Corporate Existence.  So long as a Buyer beneficially owns any
Notes,  the Company and RGB Channel  shall  maintain  its  respective  corporate
existence and shall not sell all or substantially  all of its respective  assets
without the prior written consent of the Buyers, except in the event of a merger
or consolidation or sale of all or substantially  all of such assets,  where the
surviving or successor  entity in such transaction (i) assumes the Company's and
RGB Channel's  obligations  hereunder and under the agreements  and  instruments
entered into in connection herewith and (ii) is a publicly traded corporation.



                                       14
<PAGE>

            i.    No Integration. Neither the Company nor RGB Channel shall make
any  offers  or  sales  of  any  security  (other  than  the  Securities)  under
circumstances that would require registration of the Securities being offered or
sold hereunder  under the Securities Act or cause the offering of the Securities
to be  integrated  with any other  offering of  securities by the Company or RGB
Channel.

            j.    Registration  Rights  Waivers.  The Company shall use its best
efforts to obtain, on or before the Registration  Statement is filed pursuant to
Section 4(d),  waivers from all holders of  registration  rights relating to its
securities of any kind whatsoever and will not,  whether or not such waivers are
obtained,  include for registration on the Registration Statement any securities
held by any holders other than the Buyers.

      5.    CONDITIONS TO THE COMPANY'S  OBLIGATION TO SELL.  The  obligation of
            the Company  hereunder to issue and sell the Notes to a Buyer at the
Closing is subject to the satisfaction, at or before the Closing Date of each of
the following  conditions,  provided that these conditions are for the Company's
sole  benefit  and  may  be  waived  by the  Company  at any  time  in its  sole
discretion:

            a.    The  applicable  Buyer shall have executed this  Agreement and
the Security Agreement, and delivered the same to the Company.

            b.    The  applicable  Buyer shall have delivered the Purchase Price
in accordance with Section 1(b) above.

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

            d.    No litigation,  statute,  rule,  regulation,  executive order,
decree,  ruling or injunction shall have been enacted,  entered,  promulgated or
endorsed by or in any court or governmental  authority of competent jurisdiction
or  any   self-regulatory   organization   having  authority  over  the  matters
contemplated  hereby which prohibits the consummation of any of the transactions
contemplated by this Agreement.

      6.    CONDITIONS TO EACH BUYER'S OBLIGATION TO PURCHASE. The obligation of
each Buyer  hereunder  to  purchase  the Notes at the  Closing is subject to the
satisfaction, at or before the Closing Date of each of the following conditions,
provided  that these  conditions  are for such  Buyer's  sole benefit and may be
waived by such Buyer at any time in its sole discretion:

            a.    The Company and RGB Channel shall have executed this Agreement
and the Security Agreement and delivered the same to the Buyer.



                                       15
<PAGE>

            b.    The Company  shall have  delivered to such Buyer duly executed
Notes in accordance with Section 1(b) above.

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

            d.    No litigation,  statute,  rule,  regulation,  executive order,
decree,  ruling or injunction shall have been enacted,  entered,  promulgated or
endorsed by or in any court or governmental  authority of competent jurisdiction
or  any   self-regulatory   organization   having  authority  over  the  matters
contemplated  hereby which prohibits the consummation of any of the transactions
contemplated by this Agreement.

            e.    No  event  shall  have  occurred  which  could  reasonably  be
expected  to  have  a  Material  Adverse  Effect  on the  Company  or any of its
Subsidiaries.

      7.    GOVERNING LAW; MISCELLANEOUS.

            a.    Governing Law. THIS AGREEMENT  SHALL BE ENFORCED,  GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA  APPLICABLE
TO  AGREEMENTS  MADE AND TO BE  PERFORMED  ENTIRELY  WITHIN SUCH STATE,  WITHOUT
REGARD TO THE  PRINCIPLES OF CONFLICT OF LAWS.  THE PARTIES HERETO HEREBY SUBMIT
TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN SAN
DIEGO, CALIFORNIA WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT,  THE
AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS  CONTEMPLATED
HEREBY OR THEREBY.  ALL PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT
FORUM TO THE  MAINTENANCE OF SUCH SUIT OR PROCEEDING.  ALL PARTIES FURTHER AGREE
THAT  SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED
IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW. ALL PARTIES AGREE THAT A FINAL NON-APPEALABLE
JUDGMENT IN ANY SUCH SUIT OR PROCEEDING  SHALL BE CONCLUSIVE AND MAY BE ENFORCED
IN OTHER  JURISDICTIONS  BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER.
THE PARTY OR PARTIES  WHICH DO NOT  PREVAIL IN ANY  DISPUTE  ARISING  UNDER THIS
AGREEMENT SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES,  INCLUDING  ATTORNEYS'
FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE.

            b.    Counterparts;  Signatures by Facsimile.  This Agreement may be
executed in one or more counterparts,  each of which shall be deemed an original
but all of which shall  constitute  one and the same  agreement and shall become
effective when  counterparts have been signed by each party and delivered to the
other party.  This Agreement,  once executed by a party, may be delivered to the
other party hereto by facsimile transmission of a copy of this Agreement bearing
the signature of the party so delivering this Agreement.



                                       16
<PAGE>

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

            d.    Severability.   In  the  event  that  any  provision  of  this
Agreement is invalid or  unenforceable  under any applicable  statute or rule of
law, then such provision  shall be deemed  inoperative to the extent that it may
conflict  therewith and shall be deemed modified to conform with such statute or
rule of law. Any provision hereof which may prove invalid or unenforceable under
any law shall not affect the validity or  enforceability  of any other provision
hereof.

            e.    Entire   Agreement;   Amendments.   This   Agreement  and  the
instruments  referenced  herein contain the entire  understanding of the parties
with  respect  to  the  matters  covered  herein  and  therein  and,  except  as
specifically  set forth  herein or  therein,  neither  the Company nor the Buyer
makes any representation, warranty, covenant or undertaking with respect to such
matters.  No provision of this  Agreement may be waived or amended other than by
an instrument in writing signed by the party to be charged with enforcement.

            f.    Notices.  Any notices  required or permitted to be given under
the  terms of this  Agreement  shall be sent by  certified  or  registered  mail
(return receipt  requested) or delivered  personally or by courier  (including a
recognized  overnight  delivery  service) or by facsimile and shall be effective
five days after being  placed in the mail,  if mailed by regular  United  States
mail,  or upon  receipt,  if  delivered  personally  or by courier  (including a
recognized  overnight delivery service) or by facsimile,  in each case addressed
to a party. The addresses for such communications shall be:

                   If to the Company or RGB Channel:

                            IPEX, Inc.
                            9255 Towne Centre Drive
                            San Diego, California 92121
                            Attention:  Chief Executive Officer
                            Telephone: (858) 720-8000
                            Facsimile:  (858) 204-6115



                                       17
<PAGE>

                   With a copy to (which shall not constitute notice):

                            Sichenzia Ross Friedman Ference LLP
                            1065 Avenue of the Americas
                            New York, New York 10018
                            Attention:  Marc J. Ross, Esq.
                            Telephone: (212) 930-9700
                            Facsimile:  (212) 930-9725

      If to a Buyer:  To the address set forth  immediately  below such  Buyer's
name on the signature pages hereto.

      Each  party  shall  provide  notice  to the other  party of any  change in
address.

            g.    Successors and Assigns.  This Agreement  shall be binding upon
and inure to the  benefit  of the  parties  and their  successors  and  assigns.
Neither the Company nor any Buyer shall  assign this  Agreement or any rights or
obligations   hereunder   without  the  prior  written  consent  of  the  other.
Notwithstanding the foregoing, subject to Section 2(f), any Buyer may assign its
rights  hereunder  to  any  person  that  purchases   Securities  in  a  private
transaction from a Buyer or to any of its  "affiliates," as that term is defined
under the Exchange Act, and who is an Accredited Investor without the consent of
the Company.

            h.    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.

            i.    Survival.  The  representations  and warranties of the Company
and the  agreements  and  covenants  set forth in  Sections  2, 3, 4 and 7 shall
survive the Closing hereunder  notwithstanding  any due diligence  investigation
conducted by or on behalf of the Buyers.

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

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

            l.    Remedies. The Company and RGB Channel each acknowledges that a
breach by it of its  obligations  hereunder will cause  irreparable  harm to the
Buyers by  vitiating  the intent and  purpose  of the  transaction  contemplated
hereby.  Accordingly,  the Company and RGB Channel  each  acknowledges  that the
remedy at law for a breach  of its  obligations  under  this  Agreement  will be
inadequate  and  agrees,  in the event of a breach or  threatened  breach by the
Company or RGB  Channel of the  provisions  of this  Agreement,  that the Buyers
shall be  entitled,  in  addition to all other  available  remedies at law or in
equity, and in addition to the penalties  assessable herein, to an injunction or
injunctions  restraining,  preventing or curing any breach of this Agreement and
to enforce specifically the terms and provisions hereof.



                                       18
<PAGE>

      IN  WITNESS  WHEREOF,  the  Company  and  RGB  Channel  have  caused  this
Securities  Purchase  Agreement  to be duly  executed as of the date first above
written.


IPEX, INC.


__________________________________________
Sothi Thillairajah
Chief Executive Officer


RGB CHANNEL, INC.


__________________________________________
Sothi Thillairajah
Chief Executive Officer


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
                       SIGNATURE PAGES FOR BUYERS FOLLOW.]






                                       19
<PAGE>


             [BUYER SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]

      IN WITNESS WHEREOF,  undersigned Buyer has caused this Securities Purchase
Agreement to be duly executed as of the date first above written.


Name of Buyer (Please Print):
                             ---------------------------------------------------
Signature of Authorized Signatory of Buyer:
                                           -------------------------------------
Name of Authorized Signatory (Please Print):
                                            ------------------------------------
Title of Authorized Signatory (Please Print):
                                             -----------------------------------
Email Address of Authorized Signatory:
                                      ------------------------------------------

State or Country of Residence:
                              --------------------------------------------------

Address of Buyer:




Address for Delivery of Securities for Buyer (if not same as above):




Aggregate Purchase Price:
Aggregate Principal Amount of Notes:
Federal EIN or SSN:  [PROVIDE THIS UNDER SEPARATE COVER]



                                       20
<PAGE>





                              Disclosure Schedules
                                       to
                          Securities Purchase Agreement

(Prepared in connection with Notes sold by the Company to the Buyers pursuant to
the Securities  Purchase  Agreement  dated as of March 21, 2006 (the "March 2006
Purchase  Agreement").  Capitalized  terms not  defined  herein  shall  have the
meaning given to such terms in the March 2006 Purchase Agreement.)





























                                 March 21, 2006


<PAGE>



                                  Schedule 3(a)
                                  Subsidiaries
                                  ------------


         AICI, Inc., a Nevada corporation 100% owned by the Company.

         RGB Channel, Inc., a Nevada corporation 100% owned by the Company.



<PAGE>



                                  Schedule 3(c)
                                 Capitalization
                                 --------------


Outstanding Warrants
--------------------

      On March 18, 2005, the Company  completed a private  placement (the "March
2005  Transaction")  of an aggregate of 3,500,000  shares of IPEX Common  Stock,
Series A Warrants to purchase 1,750,000 shares of IPEX Common Stock (the "Series
A Warrants") and Series B Warrants to purchase  1,750,000  shares of IPEX Common
Stock (the "Series B Warrants") to 76 accredited  investors for aggregate  gross
proceeds of  $3,500,000.  The IPEX Common Stock,  Series A Warrants and Series B
Warrants  were sold as Units,  with each Unit  consisting  of two shares of IPEX
Common  Stock,  one Series A Warrant  and one  Series B Warrant,  for a per Unit
purchase price of $2.00.  Each Series A Warrant  entitles the holder to purchase
one share of common stock at $1.50 per share,  exercisable  for a period of five
years. Each Series B Warrant entitles the holder to purchase one share of common
stock at $2.00 per share, exercisable for a period of five years.

Outstanding Options
-------------------

      The Company has  outstanding  options to purchase  291,666  shares of IPEX
Common Stock owned by Gerald Beckwith,  the Company's former director and former
Chief Executive Officer. Such options have an exercise price of $2.71 and expire
February 15, 2016. These options were issued to Mr. Beckwith as compensation for
services rendered to an employee and/or director of the Company.

      The Company has  outstanding  options to  purchase  65,493  shares of IPEX
Common Stock owned by Gerald Beckwith,  the Company's former director and former
Chief Executive Officer. Such options have an exercise price of $2.36 and expire
February 15, 2016. These options were issued to Mr. Beckwith as compensation for
services rendered to an employee and/or director of the Company.

      The Company has  outstanding  options to purchase  500,000  shares of IPEX
Common Stock owned by Sothi Thillairajah,  a current director of the Company and
the Company's current Chief Executive Officer and Chief Operating Officer.  Such
options have an exercise  price of $2.75 and expire July 6, 2011.  These options
were issued to Mr.  Thillairajah  as  compensation  for services  rendered to an
employee of the Company.

Outstanding Registration Rights
-------------------------------

      The  Company  has  agreed  to  file  a  registration  statement  with  the
Securities and Exchange  Commission covering the resale of the IPEX Common Stock
and IPEX Common Stock issuable upon exercise of the Series A Warrants and Series
B Warrants sold in the March 2005 Transaction as soon as practicable,  but in no
event later than 90 days after  March 18,  2005.  The Company  agreed to use its
best efforts to have such registration  statement  declared effective and remain
effective until the selling  shareholders  have sold all their  securities which
were included in the registration statement or such securities may be sold under
Rule 144(k)  under the  Securities  Act. As of March 3, 2006 the Company has not
filed such  registration  statement and the Company has not obtained any waivers
related to the filing of such registration statement.


<PAGE>

Outstanding Anti-Dilution or Price Adjustment Provisions
--------------------------------------------------------

      The Series A Warrants and the Series B Warrants sold by the Company in the
March 2005  Transaction  contain  anti-dilution  provisions and price adjustment
provisions.  The  issuance  of the Notes  will cause the  exercise  price of the
Series A Warrants and the Series B Warrants to be adjusted to $1.00 per share.

      If the Conversion Price (defined in the Notes) of the Notes is adjusted in
accordance  with Section 1.7(f) of the Notes,  then such  adjustment may cause a
further  downward  adjustment to the exercise price of the Series A Warrants and
the Series B Warrants.

      Upon any adjustment to the exercise price of the Series A Warrants and the
Series B Warrants as described  above, the number of shares of IPEX Common Stock
issuable  pursuant  to the Series A Warrants  and the Series B Warrants  will be
adjusted by multiplying  such number by a fraction,  the numerator of which will
be the exercise  price in effect  immediately  prior to such  adjustment and the
denominator  of  which  shall  be  the  exercise  price  in  effect  immediately
thereafter.





<PAGE>



                                  Schedule 3(l)
                                   Tax Status
                                   ----------


      None.




<PAGE>



                                  Schedule 3(q)
                                   No Brokers
                                   ----------


      None.






<PAGE>



                                  Schedule 4(d)
                                 Use of Proceeds
                                 ---------------


      All proceeds  from the sale of the Notes will be used for general  working
capital purposes.