Series  C  Convertible  Preferred  Stock  Purchaser  Agreement  -UCT


Series  C  Convertible  Preferred  Stock  Purchaser  Agreement  -  UCT
                          UTAH CLAY TECHNOLOGIES, INC.
                      SERIES C CONVERTIBLE PREFERRED STOCK
     PURCHASE  AGREEMENT

     This  Agreement  is  made as of December 24, 2003, by and between Utah Clay
Technologies,  Inc., a Utah corporation (the "Company"), and the Shareholders of
NeWave,  Inc.  (the  "Purchaser").

                                    RECITALS

     On  the  terms and conditions set forth herein, the Company desires to sell
to the Purchaser, and the Purchaser desires to purchase from the Company, shares
of  the  Company's Series C Convertible Preferred Stock (the "Series C Preferred
Stock")  which  are  convertible  into shares of the Company's common stock (the
"Common  Stock"),  on  the  terms and conditions set forth in the Certificate of
Designation  of Series C Convertible Preferred Stock in the form attached hereto
as  Exhibit  A  (the  "Designation");
    ----------

     NOW,  THEREFORE,  in  consideration  of  the foregoing recitals, the mutual
promises  hereinafter  set forth, and other good and valuable consideration, the
receipt  and  sufficiency  of  which are hereby acknowledged, the parties hereto
agree  as  follows:

                                   AGREEMENTS

                                    SECTION 1
                      AUTHORIZATION AND SALE OF THE SHARES

     1.1     AUTHORIZATION  OF  THE  SHARES.
             ------------------------------

     (a)     The  Company  has  authorized, or before the Closing (as defined in
Section  2.1  below)  will  have  authorized,  a  new series of preferred stock,
designated  as  "Series  C  Convertible  Preferred  Stock", which shall have the
rights,  preferences  and  privileges  provided  for  in  the  Designation.

(b)     In addition, prior to the Closing, the Company shall have authorized the
issuance  and sale to the Purchaser of ninety-five (95) shares (the "Shares") of
the  Series  C  Preferred  Stock,  which  shall have the rights, preferences and
privileges  provided  for  in  the  Designation.

     1.2     ISSUANCE  OF  THE  SHARES.  Subject  to  the  terms  and conditions
             -------------------------
hereof,  at  the  Closing, the Company will issue and transfer the Shares to the
Purchaser  and  the  Purchaser  will  accept  such  Shares  from  the Company as
consideration  pursuant  to  the  Plan of Reorganization between the Company and
NeWave,  Inc.    The  Common  Stock  issued  or  issuable upon conversion of the
Shares  is  referred  to  as  the "Conversion Stock." The Shares, the Conversion
Stock  and  any other securities issued or issuable in respect of the Shares are
sometimes  collectively  referred  to  herein  as  the  "Securities."



                                    SECTION 2
                             CLOSING DATE; DELIVERY

     2.1     CLOSING  DATE.  The  closing date shall be the date upon which this
             -------------
Agreement  is  executed  by  the parties to this Agreement (the "Closing Date").

     2.2     DELIVERY.   On  the  Closing Date, the Company shall deliver to the
             --------
Purchaser  a certificate registered in the Purchaser's name and representing the
Shares,  against  delivery to the Company of a check or wire transfer payable to
the  order of the Company in the amount of the Purchase Price.  The Shares shall
be  delivered  free  of  any  claims,  liens  or  encumbrances.


                                    SECTION 3
                     COMPANY REPRESENTATIONS AND WARRANTIES

     Except as disclosed in the Schedules attached hereto, the Company makes the
following  representations  and  warranties  to  the  Purchaser:

     3.1     ORGANIZATION  AND  STANDING.  Each  of  the  Company  and  its
             ---------------------------
subsidiaries  (i) is a corporation duly organized and validly existing under the
laws  of its respective jurisdiction of incorporation and is in good standing as
a  domestic  corporation  under  the laws of said state or country, (ii) has all
requisite  corporate  power and authority to own and lease its properties and to
conduct  its  business  as  presently  conducted, and (iii) is duly qualified or
licensed to do business as a foreign corporation and is in good standing in each
jurisdiction  in which the nature of its business or its ownership or leasing of
property  requires  such  qualification,  except  where  the  failure  to  be so
qualified  does not and is not reasonably expected to (x) individually or in the
aggregate,  have  a material adverse effect on the properties, business, results
of  operations,  condition (financial or otherwise), affairs or prospects of the
Company and its subsidiaries, taken as a whole, (y) interfere with or impair the
Company's  ability  to  perform  its  obligations  under  this Agreement, or (z)
interfere  with  or  prevent  the  consummation  of  any  of  the  transactions
contemplated  by  said  instruments (any of the events set forth in clauses (x),
(y)  or  (z),  a  "Material  Adverse  Effect").

     3.2     CORPORATE POWER.  The Company has all requisite legal and corporate
             ---------------
power  to  execute  and deliver this Agreement, to sell and issue the Shares, to
issue  the Conversion Stock issuable upon conversion of the Shares, and to carry
out  and perform its obligations under the terms of this Agreement and under the
terms  of  all  other  agreements  and  other  documents  executed in connection
herewith.

     3.3     CAPITALIZATION.  The  authorized  capital stock of the Company upon
             --------------
the  filing  of the Designation with the Secretary of State of the State of Utah
will  consist  of  (a) 300,000,000 shares of Common Stock of which _____________
shares  are issued and outstanding, and (b) 10,000,000 shares of Preferred Stock
of  which  (i)  ninety-five  (95)  shares  shall  be  designated  as  "Series  C
Convertible  Preferred Stock", 95 of which shall be issued and transfered to the
Purchaser at the Closing.  All of the outstanding shares of Common Stock and all
of the shares of Series C Preferred Stock when issued and sold, will be, validly
issued,  fully  paid  and non-assessable, and free of any liens or encumbrances.
The  Series C Preferred Stock shall have the rights, preferences, privileges and
restrictions set forth in the Designation.  Except as set forth in Schedule 3.3,
                                                                   ------------
no  subscription,  warrant,  option  or  other  right to purchase or acquire any
shares  of  any  class of capital stock of the Company or securities convertible
into  or  exchangeable  for  such  capital stock are outstanding.  Except as set
forth  in  Schedule  3.3,  no  securities  of the Company have any anti-dilution
           -------------
rights,  preemptive  rights  or  rights  of  first  refusal.


     3.4     AUTHORIZATION.  The  execution,  delivery  and  performance of this
             -------------
Agreement,  and  any  other agreements related to this Agreement, by the Company
have  been  properly  and duly authorized by all requisite corporate action.  In
addition,  all  other  actions  taken  by  the  Company  in  connection with the
transactions contemplated by this Agreement were properly and duly authorized by
all requisite corporate action.  This Agreement and all documents and agreements
executed in connection herewith, constitute valid and binding obligations of the
Company.  The  issuance  and  sale  of  the  Shares  will  not  give rise to any
preemptive  rights  or  rights  of  first  refusal  on  behalf  of any person in
existence  on  the  date  hereof.

     3.5     CONVERSION  STOCK.  The  Conversion Stock has been duly and validly
             -----------------
reserved  for  issuance.

     3.6     ACCURACY  OF  REPORTS.  All reports (the "SEC Reports") required to
             ---------------------
be  filed  by  the Company during the period from January 1, 2003 to the date of
this  Agreement  under  the  Securities  Exchange  Act  of 1934, as amended (the
"Exchange  Act"),  have  been duly filed, complied in all material respects with
the  Exchange  Act  and  the requirements of their respective forms (as of their
respective  filing dates), were complete and correct in all material respects as
of  the  dates  at which the information was furnished, and none contains (as of
their  respective  dates  of filing) any untrue statement of a material fact nor
omitted  to state a material fact necessary in order to make the statements made
therein,  in  light  of  the  circumstances  in  which  made,  not  misleading.

     3.7     FINANCIAL  STATEMENTS  AND  CHANGES.  Since  January  1,  2003, the
             -----------------------------------
financial  statements of the Company included in the SEC Reports (the "Financial
Statements")  comply  as  to  form  in  all  material  respects  with applicable
accounting  requirements and the published rules and regulations of the SEC with
respect  thereto,  have been prepared in accordance with U.S. generally accepted
accounting  principles  ("GAAP") (except, in the case of unaudited statements as
permitted  by  Form  10-Q  of  the SEC) applied on a consistent basis during the
periods  involved  (except  as may be indicated in the notes thereto) and fairly
present  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  (or  changes  in  financial  position prior to the
approval  of  Financial  Accounting  Standards  Board  Statement  of  Financial
Accounting Standards No. 95) for the periods then ending in accordance with GAAP
(subject,  in  the  case  of  the unaudited statements, to normal year end audit
adjustments).  Except as set forth in the filed SEC Reports, neither the Company
nor  any  of  its  subsidiaries has any liabilities or obligations of any nature
(whether  accrued, absolute, contingent or otherwise) required by GAAP to be set
forth  on  a  consolidated  balance  sheet  of  the Company and its consolidated
subsidiaries  or  in the notes thereto and which could reasonably be expected to
have  a  Material  Adverse  Effect.

     3.8     NO  CONFLICT.  The  provisions  of  each  of this Agreement and the
             ------------
Designation  do  not  constitute any violation, or conflict with or constitute a
default  under,  any  indenture,  mortgage,  deed  of  trust or other agreement,
instrument,  court  order, judgment, decree, statute, rule or regulation (each a
"Term"  and  collectively  the  "Terms")  to  which  the  Company  or any of its
subsidiaries  is  a  party or by which it is bound.  The execution, delivery and
performance  of  and  compliance  with  this  Agreement,  the  issuance  of  the
Securities  pursuant  to  the  terms hereof and the performance of the Company's
obligations  hereunder and thereunder (i) will not result in any violation or be
in conflict with or constitute a default under any Term, (ii) will not result in
the  creation  of  any mortgage, pledge, lien, encumbrance or charge upon any of
the properties or assets of the Company or its subsidiaries pursuant to any such
Term,  and  (iii)  will  not  conflict with or violate any applicable law, rule,
regulation,  judgment,  order  or  decree  of  any  government,  governmental
instrumentality  or  court  having  jurisdiction  over  the  Company, any of its
subsidiaries,  or  any  of  the Company's or subsidiaries' assets or properties,
subject  to  such  exceptions  as  would  not  have  a  Material Adverse Effect.

     3.9     GOVERNMENTAL  CONSENTS.  No  consent, approval or authorization of,
             ----------------------
or  designation,  declaration  or  filing  with,  any  federal, state or foreign
governmental authority is required on the part of the Company in connection with
the  valid  execution  and  delivery  of  this Agreement, the offer, sale or the
issuance  of  the  Securities  or  the  consummation  of  any  other transaction
contemplated  hereby,  except (i) the filing of the Designation in the office of
the State of Utah, and (ii) if required, qualifications or filings in connection
with  exemptions  under  any  applicable  state  "blue  sky"  laws  and  Federal
securities laws, which qualifications or exemptions, if required, will have been
obtained and will be effective on the Closing Date, or will be obtained or filed
after  the  Closing  Date  within  the  prescribed  time in order to secure such
exemptions  or  qualifications.

     3.10     PATENTS, TRADEMARKS, ETC.  The Company and its subsidiaries own or
              ------------------------
have  the  right, or prior to the Closing will own or have the right, to use all
patents, trademarks, service marks, trade names, copyrights, licenses and rights
necessary  to  their  business as now conducted, as conducted at the time of the
Closing  and as contemplated being conducted thereafter, and, are not infringing
upon  any  person's  or  company's  rights  under  or with respect to any of the
foregoing.  Neither  the  Company  nor  any of its subsidiaries has received any
written  communications  alleging  that the Company or a subsidiary has violated
any  patent,  trademark,  service mark, trade name, copyright or trade secret or
other  proprietary  right  of  any  other  person  or  entity.

     3.11     LITIGATION.  Except  as  set  forth  on Schedule 3.11, there is no
              ----------                              -------------
suit,  action  or  proceeding  pending  or  affecting  the Company or any of its
subsidiaries,  nor  is  there any judgment, decree, injunction, rule or order of
any  governmental entity or arbitrator outstanding against the Company or any of
its  subsidiaries.

     3.12     COMPLIANCE  WITH  LAWS.  The  Company  is  not in violation of any
              ----------------------
applicable  statute,  rule,  regulation, order or restriction of any domestic or
foreign  government  or  any instrumentality or agency thereof in respect of the
conduct  of  its  business  or  the  ownership  of  its  properties, which could
reasonably  be  expected  to  have  a  Material  Adverse  Effect.

     3.13     OFFERING OF THE SHARES.  Neither the Company nor any person acting
              ----------------------
on  its behalf has taken or will take any action (including, without limitation,
any  offering  of  any securities of the Company under circumstances which would
require,  under  the  Securities Act of 1933, as amended (the "Securities Act"),
the  integration  of such offering with the offering and sale of the Securities)
which  might  subject  the  offering,  issuance or sale of the Securities to the
registration  requirements  of  the  Securities  Act.

     3.14     FINDER'S FEE.  The Company represents and warrants that no finders
              -------------
or  brokers  have  been  retained  or  used  in connection with the transactions
contemplated  by  this  Agreement.

3.15     TAX  MATTERS.   Except  as  set forth on Schedule 3.15, the Company and
         -------------                            -------------
each  of its subsidiaries has timely filed with the appropriate taxing authority
all  tax  returns  required to be filed by it or has timely requested extensions
and any such request has been granted and has not expired.  Each such tax return
     is  complete  and accurate in all respects.  All taxes shown as owed by the
Company  or  any of its subsidiaries on any tax return or claimed or asserted to
be  due,  from  or with respect to any of them, have been paid, except for taxes
being  contested  in good faith and for which adequate reserves have been taken.
The  Company  and each of its subsidiaries have properly made due and sufficient
accruals  for  all  taxes  for such periods subsequent to the periods covered by
such  tax  returns  as  required  by  GAAP.  None  of  the Company or any of its
subsidiaries  are being audited or examined by any taxing authority with respect
to  any  tax  or  is  a party to any pending action or proceedings by any taxing
authority  for  assessment or collection of any tax, and no claim for assessment
or  collection  of  any  tax  has  been  asserted  against  it  or  any  of  its
subsidiaries.  No  claim  has been made by any authority in a jurisdiction where
the  Company  or any of its subsidiaries does not file tax returns that it is or
may  be  subject to taxation by that jurisdiction.  There is no dispute or claim
concerning  any  tax  liability.

     3.16     ENVIRONMENTAL  MATTERS.  Each  of the Company and its subsidiaries
              ----------------------
has  obtained,  and now maintains as currently valid and effective, all permits,
certificates  of financial responsibility, and other governmental authorizations
(collectively,  "Environmental Permits") that are required to be obtained by the
Company  or any of its subsidiaries under any state, federal, municipal, foreign
or  other  environmental  laws, rules or regulations applicable to any aspect of
the  Company  or  such  subsidiary, including, but not limited to, in connection
with  the  operation  of  its  businesses and properties ("Environmental Laws").
Each  of  the Company and its subsidiaries has been in compliance with all terms
and  conditions  of  the Environmental Permits and all Environmental Laws and no
liability exists under any Environmental Laws or otherwise with respect to prior
operations  or  activities.


                                    SECTION 4
                    PURCHASER REPRESENTATIONS AND WARRANTIES

     The  Purchaser  represents  and  warrants  to  the  Company,  as  follows:

     4.1     INVESTMENT  INTENT.
             ------------------

     (a)     Purchaser  has  substantial  experience  in  business and financial
matters  and  is capable of evaluating the merits and risks of its investment in
the  Company  and  is  able  to  bear  the  economic  risks  of  its investment.

     (b)     Purchaser  is an "accredited investor" as defined in Rule 501(a)(3)
of  Regulation  D  of  the  Securities  Act.

     (c)     Purchaser  is  acquiring  the Securities for investment for its own
account  and  not  with  a  view  to,  or  for  resale  in  connection with, any
distribution  thereof.  Purchaser  understands that the Securities have not been
registered  under  the Securities Act by reason of a specific exemption from the
registration  provisions  of the Securities Act, which depends upon, among other
things,  the  bona  fide  nature  of  the investment intent as expressed herein.

     (d)     Purchaser  acknowledges  that  the  Securities  must  be  held
indefinitely  unless  subsequently  registered  under  the  Securities Act or an
exemption  from  such  registration  is  available.  Purchaser  is  aware of the
provisions  of  Rule 144 promulgated under the Securities Act ("Rule 144") which
permit  limited resale of securities purchased in a private placement subject to
the  satisfaction  of  certain  conditions,  including the existence of a public
market  for  the  shares, the availability of certain current public information
about the Company, the resale occurring not less than one year after a party has
purchased  and  paid  for  the  security  to  be  sold, the sale being through a
"broker's  transaction"  or  in a transaction directly with a "market maker" (as
provided  by  Rule  144(f))  and  the  number  of  shares  being sold during any
three-month  period  not  exceeding  specified  limitations.




4.2     CORPORATE  POWER.  Purchaser has all requisite legal and corporate power
        ----------------
to  execute  and  deliver  this  Agreement  and  to  carry  out  and perform its
obligations  under  the  terms  of  this  Agreement.

     4.3     AUTHORIZATION.  The  execution,  delivery  and  performance of this
             -------------
Agreement  by  the Purchaser has been duly authorized by all requisite corporate
action,  and  this  Agreement  constitutes  a  valid  and  binding obligation of
Purchaser  enforceable  in accordance with its terms, subject to laws of general
application  relating  to  bankruptcy, insolvency and the relief of debtors, and
rules  of  law  governing  specific  performance,  injunctive  relief  or  other
equitable  remedies.

     4.4     FINDER'S FEE.  Purchaser represents and warrants that no finders or
             -------------
brokers  have  been  retained  or  used  in  connection  with  the  transactions
contemplated  by  this  Agreement.


                                    SECTION 5
                              CONDITIONS TO CLOSING

     5.1     CONDITIONS  TO  PURCHASER'S  OBLIGATIONS.  The  obligation  of  the
             ----------------------------------------
Purchaser to purchase the Shares at the Closing is subject to the fulfillment to
the  reasonable  satisfaction of the Purchaser, on or prior to the Closing Date,
of  the  following conditions any of which may be waived in writing, in whole or
in  part,  by  the  Purchaser:

     (a)     The representations and warranties made by the Company in Section 3
hereof  shall  be true and correct in all material respects when made, and shall
be  true  and  correct  in  all  material  respects  on  the  Closing  Date;

     (b)     All  covenants,  agreements  and  conditions  contained  in  this
Agreement  to  be performed by the Company on or prior to the Closing Date shall
have  been  performed  or  complied  with  in  all  material  respects;  and

(c)     The  Designation  shall  have  been  filed with and accepted by the Utah
Secretary  of  State.


     5.2     CONDITIONS  TO  COMPANY'S OBLIGATIONS.  The Company's obligation to
             -------------------------------------
sell  and  issue  the  Shares  to the Purchaser at the Closing is subject to the
fulfillment to the Company's reasonable satisfaction, on or prior to the Closing
Date,  of  the  following  conditions, any of which may be waived in writing, in
whole  or  in  part,  by  the  Company:

     (a)     The representations and warranties made by the Purchaser in Section
4 hereof shall be true and correct in all material respects when made, and shall
be  true  and  correct  in  all  material  respects  on  the  Closing  Date;

     (b)     All  covenants,  agreements  and  conditions  contained  in  this
Agreement to be performed by the Purchaser on or prior to the Closing Date shall
have  been  performed  or  complied  with  in  all  material  respects;  and







                                    SECTION 6
                                    COVENANTS

     6.1     ADDITIONAL DOCUMENTS AND FURTHER ASSURANCES.  Each party hereto, at
             -------------------------------------------
the  request  of  the  other  party hereto, shall execute and deliver such other
instruments and do and perform such other acts and things as may be necessary or
desirable  for  effecting  completely the consummation of this Agreement and the
transactions  contemplated  hereby.


                                    SECTION 7
                                 INDEMNIFICATION

     7.1     INDEMNIFICATION.  The parties hereby agree to indemnify, defend and
             ---------------
hold  each  other  and  their  affiliates  harmless from and against any and all
costs,  losses,  liabilities,  damages,  lawsuits,  deficiencies,  claims  and
expenses,  including  without  limitation,  interest,  penalties,  reasonable
attorneys'  fees and all amounts paid in investigation, defense or settlement of
any  of  the foregoing (, incurred in connection with, arising out of, resulting
from,  or incident to, any breach of any representation or warranty made by such
party  in  this  Agreement


                                    SECTION 8
                                  MISCELLANEOUS

     8.1     DELAYS  OR  OMISSIONS.  No delay or omission to exercise any right,
             ---------------------
power  or  remedy  accruing  to the Company or the Purchaser, upon any breach or
default  under this Agreement, shall impair any such right, power or remedy, nor
shall  it  be  construed  to  be  a waiver of any such breach or default, or any
acquiescence  therein, or of any similar breach or default thereafter occurring;
nor  shall  any waiver of any single breach or default be deemed a waiver of any
other  breach  or  default  theretofore  or  thereafter  occurring.  Any waiver,
permit,  consent  or  approval  of  any  kind or character by the Company or the
Purchaser  of  any  breach or default under this Agreement, or any waiver by the
Company or the Purchaser of any provisions or conditions of this Agreement, must
be  in  writing and shall be effective only to the extent specifically set forth
in  writing,  and  all  remedies,  either  under  this  Agreement,  or by law or
otherwise  afforded  to  the  Company  or  the  Purchaser,  shall be cumulative.

     8.2     WAIVERS  AND  AMENDMENTS.  This Agreement and the provisions hereof
             ------------------------
may  not  be waived or amended except pursuant to a written instrument signed by
the  required  party  or  parties  as  aforesaid.

     8.3     SEVERABILITY.  In  the  event  that any provision of this Agreement
             ------------
shall  be deemed to be invalid, illegal or unenforceable, the validity, legality
and  enforceability  of  the remaining provisions hereof shall not in any way be
affected  or  impaired  thereby.

     8.4     SUCCESSORS  AND  ASSIGNS.  Except  as  otherwise expressly provided
             ------------------------
herein,  the  provisions  hereof  shall  inure to the benefit of, and be binding
upon,  the  successors,  assigns,  heirs,  executors  and  administrators of the
parties  hereto.

     8.5     NOTICES,  ETC.  All  notices  and  other communications required or
             -------------
permitted  hereunder  shall  be  in  writing  and  shall be delivered either (i)
personally,  (ii) by facsimile transmission, or (iii) by a nationally recognized
overnight  courier,  in  each case with all delivery or postal charges pre-paid,
and  in  each  case,  addressed  attention:  President.  All  notices  and
communications  shall  be  sent  or  delivered  to the address or fax number, as
applicable,  for the applicable party as set forth on the signature page of this
Agreement,  or at such other address or fax number as the applicable party shall
have  furnished  in  writing to the other party (or its transferees).  Each such
notice  or  communication,  addressed  and  posted  as  aforesaid, shall for all
purposes of this Agreement be treated as effective or having been given (i) when
delivered, if delivered personally, (ii) the business day on which the notice or
communication is sent, if delivered by facsimile transmission, or (iii) upon the
earlier  of  its  receipt  or  two  (2)  business days after the business day of
deposit  with  a  nationally  recognized overnight courier, if delivered by such
means.

     8.6     ENTIRE AGREEMENT.  This Agreement and the other documents delivered
             ----------------
pursuant hereto constitute the full and entire understanding and agreement among
the parties with regard to the subject matters hereof and thereof, and supersede
any  and  all  prior  agreements  and  understandings  among  the  parties.

     8.7     GOVERNING  LAW.  This  Agreement shall be governed by and construed
             --------------
and  enforced  in accordance with the laws of the State of Utah as they apply to
contracts entered into and wholly to be performed within such state, and without
reference  to  its  principles  of  conflicts  of  law  or  choice  of  law.

     8.8     ATTORNEYS'  FEES.  In  the  event  of  any litigation in a court of
             ----------------
competent  jurisdiction  arising  in  connection  with  this  Agreement  and the
transactions  contemplated  hereby,  the  prevailing  party in judgment shall be
entitled  to  recover  reasonable  legal  fees and costs in connection with such
action  including  any  appeals.

8.9     INDEPENDENT  ADVICE OF COUNSEL.  The parties represent and declare that,
        ------------------------------
in  executing this agreement, they relied solely upon their own judgment, belief
and knowledge, and had the ability to seek the advice of their own independently
selected  counsel concerning the nature, extent and duration of their duties and
rights  contained  in  this  agreement.  The parties further represent and agree
that  they  have  not  been  influenced  by  any  representations  or statements
concerning  any  matters  made  by  any other party or by any person or attorney
representing  any  other  party.

8.10     COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
         ------------
counterparts, each of which shall be an original and all of which together shall
constitute  one  instrument.


                         [Signatures on following page]

<PAGE>
IN  WITNESS  WHEREOF, the parties have caused this Agreement to be duly executed
and  delivered  by  their  proper and duly authorized officers as of the day and
year  first  written  above.

COMPANY

UTAH  CLAY  TECHNOLOGIES,  INC.,  a  Utah  corporation


By:
                                         Dennis  Engh,
                                         President

                                   Address:     3985  South  200  East
                                             Salt  Lake  City,  UT  84124
                                             Fax:  (801)  274-7804


PURCHASER

[______________________________]


By:

     Print  Name:  ______________________

     Print  Title:  _______________________

Address:     _______________________
     _______________________
Fax:  (___)  __-___
<PAGE>
      SCHEDULES TO SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
      --------------------------------------------------------------------


                                  Schedule 3.3
                                  ------------

                               OUTSTANDING RIGHTS

The  Company  currently  has Convertible Debentures outstanding in the amount of
$165,000, which are convertible into Common Stock of the Company pursuant to the
terms  of  the  Debenture  Agreement.

                                  Schedule 3.11
                                  -------------

                                   LITIGATION

None.

                                  Schedule 3.15
                                  -------------

                                   TAX MATTERS

None.
<PAGE>
                                    Exhibit A
                                    ---------

       CERTIFICATE OF DESIGNATION FOR SERIES C CONVERTIBLE PREFERRED STOCK

<PAGE>
                                     ======








                          UTAH CLAY TECHNOLOGIES, INC.


                          ____________________________



                      SERIES C CONVERTIBLE PREFERRED STOCK
                      ====================================
                               PURCHASE AGREEMENT
                               ==================



                                DECEMBER 24, 2003
                                =================