investmentagreement.htm


    


     

    INVESTMENT
AGREEMENT

     

    INVESTMENT
AGREEMENT (this "AGREEMENT"), dated as of June 12, 2008 by and between Buyer
Group International, Inc., a Nevada corporation (the "Company"), and Dutchess
Private Equities Fund, Ltd., a Cayman Islands exempted company (the
"Investor").

     

    WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained
herein, the Investor shall invest up to Ten Million dollars ($10,000,000) to
purchase the Company's Common Stock, $.001 par value per share (the "Common
Stock");

     

    WHEREAS,
such investments will be made in reliance upon the provisions of Section 4(2)
under the Securities Act of 1933, as amended (the "1933 Act"), Rule 506 of
Regulation D, and the rules and regulations promulgated thereunder, and/or upon
such other exemption from the registration requirements of the 1933 Act as may
be available with respect to any or all of the investments in Common Stock to be
made hereunder; and

     

    WHEREAS,
contemporaneously with the execution and delivery of this Agreement, the parties
hereto are executing and delivering a Registration Rights Agreement
substantially in the form attached hereto (the "Registration Rights Agreement")
pursuant to which the Company has agreed to provide certain registration rights
under the 1933 Act, and the rules and regulations promulgated thereunder, and
applicable state securities laws.

     

    NOW
THEREFORE, in consideration of the foregoing recitals, which shall be considered
an integral part of this Agreement, the covenants and agreements set forth
hereafter, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and the Investor hereby
agree as follows:

     

    SECTION
1. DEFINITIONS.

     

    As used
in this Agreement, the following terms shall have the following meanings
specified or indicated below, and such meanings shall be equally applicable to
the singular and plural forms of such defined terms.

     

    “1933 Act” shall have
the meaning set forth in the preamble of this agreement.

     

    “1934 Act” shall mean
the Securities Exchange Act of 1934, as it may be amended.

     

    “Affiliate” shall
have the meaning specified in Section 5(H), below. “Agreement” shall
mean this Investment Agreement.

    


     

    
      
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    “Best Bid”
shall mean the highest posted bid price of the Common Stock during a
given period of time.

     

    “By-laws” shall have
the meaning specified in Section 4(C).

     

    “Certificate of
Incorporation” shall have the meaning specified in Section 4(C).

     

    “Closing” shall have
the meaning specified in Section 2(G).

     

    “Closing Date” shall
mean no more than seven (7) Trading Days following the Put Notice
Date.

     

    “Common Stock” shall
have the meaning set forth in the preamble of this Agreement.

     

    “Control” or “Controls” shall have
the meaning specified in Section 5(H).

     

    “Effective Date” shall
mean the date the SEC declares effective under the 1933 Act the Registration
Statement covering the Securities.

     

    “Environmental Laws”
shall have the meaning specified in Section 4(M).

     

    “Equity
Line
Transaction Documents” shall mean this Agreement, the Registration Rights
Agreement.

     

    “Execution Date” shall
mean the date indicated in the preamble to this Agreement.

     

    “Indemnities” shall
have the meaning specified in Section 11. “Indemnified Liabilities”
shall have the meaning specified in Section 11.

    “Ineffective Period”
shall mean any period of time that the Registration Statement or any
Supplemental Registration Statement (as defined in the Registration Rights
Agreement between the parties) becomes ineffective or unavailable for use for
the sale or resale, as applicable, of any or all of the Registrable Securities
(as defined in the Registration Rights Agreement) for any reason (or in the
event the prospectus under either of the above is not current and deliverable)
during any time period required under the Registration Rights
Agreement.

     

    “Investor” shall have
the meaning indicated in the preamble of this Agreement.

     

    “Material Adverse Effect”
shall have the meaning specified in Section 4(A).

    


     

    
      
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    “Maximum Common Stock
Issuance” shall have the meaning specified in Section 2(H).

     

    “Open Market Adjustment
Amount” shall have the meaning specified in Section 2(I).

     

    "Open Market Purchase"
shall have the meaning specified in Section 2(I)

     

    “Open Market Share Purchase”
shall have the meaning specified in Section 2(I).

     

    “Open Period” shall
mean the period beginning on and including the Trading Day immediately following
the Effective Date and ending on the earlier to occur of (i) the date which is
thirty-six (36) months from the Effective Date; or (ii) termination of the
Agreement in accordance with Section 9, below.

     

    “Pricing Period”
shall mean the period beginning on the Put Notice Date and ending on and
including the date that is five (5) Trading Days after such Put Notice
Date.

     

    “Principal Market”
shall mean the American Stock Exchange, Inc., the National Association of
Securities Dealers, Inc. Over-the-Counter Bulletin Board, the NASDAQ National
Market System or the NASDAQ SmallCap Market, whichever is the principal market
on which the Common Stock is listed.

     

    “Prospectus” shall
mean the prospectus, preliminary prospectus and supplemental prospectus used in
connection with the Registration Statement.

     

    “Purchase Amount”
shall mean the total amount being paid by the Investor on a particular
Closing Date to purchase the Securities.

     

    “Purchase Price”
shall mean ninety-three percent (93%) of the lowest closing Best Bid
price of the Common Stock during the Pricing Period.

     

    “Put”
shall have the meaning set forth in Section 2(B)(1) hereof.

     

    “Put Amount” shall
have the meaning set forth in Section 2(B)(1) hereof.

     

    “Put Notice” shall
mean a written notice sent to the Investor by the Company stating the Put Amount
in U.S. dollars the Company intends to sell to the Investor pursuant to the
terms of the Agreement and stating the current number of Shares issued and
outstanding on such date.

     

    “Put Notice Date”
shall mean the Trading Day, as set forth below, immediately following the
day on which the Investor receives a Put Notice, however a Put Notice shall be
deemed delivered on (a)
the Trading Day it is received by facsimile or otherwise by the Investor
if such notice is received prior

     

     

    
      
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    to 9:00
am Eastern Time, or (b)
the immediately succeeding Trading Day if it is received by facsimile or
otherwise after 9:00 am Eastern Time on a Trading Day. No Put Notice may be
deemed delivered on a day that is not a Trading Day.

     

    “Put Restriction”
shall mean the days between the beginning of the Pricing Period and
Closing Date. During this time, the Company shall not be entitled to deliver
another Put Notice.

     

    “Put Shares Due”
shall have the meaning specified in Section 2(I).

     

    “Registration Period”
shall have the meaning specified in Section 5(C), below.

     

    “Registration Rights
Agreement” shall have the meaning set forth in the recitals,
above.

     

    “Registration Statement”
means the registration statement of the Company filed under the 1933 Act
covering the Common Stock issuable hereunder.

     

    “Related Party” shall
have the meaning specified in Section 5(H). “Resolution” shall
have the meaning specified in Section 8(E). “SEC” shall mean the U.S. Securities
& Exchange Commission. “SEC Documents” shall
have the meaning specified in Section 4(F).

     

    “Securities” shall
mean the shares of Common Stock issued pursuant to the terms of the
Agreement.

     

    “Shares” shall mean
the shares of the Company’s Common Stock. “Subsidiaries” shall
have the meaning specified in Section 4(A).

     

    “Trading Day” shall
mean any day on which the Principal Market for the Common Stock is open for
trading, from the hours of 9:30 am until 4:00 pm.

     

    SECTION
2. PURCHASE AND SALE OF COMMON STOCK.

     

    (A) PURCHASE
AND SALE OF COMMON STOCK. Subject to the terms and conditions set forth herein,
the Company shall issue and sell to the Investor, and the Investor shall
purchase from the Company, up to that number of Shares having an aggregate
Purchase Price of Ten Million dollars ($10,000,000).

     

     

    
      
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GROUP INTL, INC.INVESTMENT.AGREEMENT.JUNE.2008

         

      

      
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    (B) DELIVERY
OF PUT NOTICES.

     

    (I)
Subject to the terms and conditions of the Equity Line Transaction Documents,
and from time to time during the Open Period, the Company may, in its sole
discretion, deliver a Put Notice to the Investor which states the dollar amount
(designated in U.S. Dollars) (the "Put Amount"), which the Company intends to
sell to the Investor on a Closing Date (the "Put"). The Put Notice shall be in
the form attached hereto as Exhibit C and incorporated herein by reference. The
amount that the Company shall be entitled to Put to the Investor (the "Put
Amount") shall be equal to, at the Company's election, either: (A) Two Hundred
percent (200%) of the average daily volume (U.S. market only) of the Common
Stock for the Ten (10) Trading Days prior to the applicable Put Notice Date,
multiplied by the average of the three (3) daily closing bid prices immediately
preceding the Put Date, or (B) two hundred fifty thousand dollars ($250,000).
During the Open Period, the Company shall not be entitled to submit a Put Notice
until after the previous Closing has been completed. The Purchase Price for the
Common Stock identified in the Put Notice shall be equal to ninety-three percent
(93%) of the lowest closing Best Bid price of the Common Stock during the
Pricing Period.

     

    (C) INTENTIONALLY
OMITTED

     

    (D) INTENTIONALLY
OMITTED

     

    (E)
CONDITIONS TO INVESTOR'S OBLIGATION TO PURCHASE SHARES. Notwithstanding anything
to the contrary in this Agreement, the Company shall not be entitled to deliver
a Put Notice and the Investor shall not be obligated to purchase any Shares at a
Closing (as defined in Section 2(G)) unless each of the following conditions are
satisfied:

     

    (I) a
Registration Statement shall have been declared effective and shall remain
effective and available for the resale of all the Registrable Securities (as
defined in the Registration Rights Agreement) at all times until the Closing
with respect to the subject Put Notice;

     

    (II) at all
times during the period beginning on the related Put Notice Date and ending on
and including the related Closing Date, the Common Stock shall have been listed
on the Principal Market and shall not have been suspended from trading thereon
for a period of two (2) consecutive Trading Days during the Open Period and the
Company shall not have been notified of any pending or threatened proceeding or
other action to suspend the trading of the Common Stock;

     

    (III) the
Company has complied with its obligations and is otherwise not in breach of or
in default under, this Agreement, the Registration Rights Agreement or any other
agreement executed in connection herewith which has not been cured prior to
delivery of the Investor’s
Put Notice Date;

    


     

    
      
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    (IV) no
injunction shall have been issued and remain in force, or action commenced by a
governmental authority which has not been stayed or abandoned, prohibiting the
purchase or the issuance of the Securities; and

     

    (V) the
issuance of the Securities will not violate any shareholder approval
requirements of the Principal Market.

     

    If any of
the events described in clauses (I) through (V) above occurs during a Pricing
Period, then the Investor shall have no obligation to purchase the Put Amount of
Common Stock set forth in the applicable Put Notice.

     

    (F) RESERVED

     

    (G) MECHANICS
OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions
set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor
of Shares (a "Closing") shall occur on the date which is no later than seven (7)
Trading Days following the applicable Put Notice Date (each a "Closing Date").
Prior to each Closing Date, (I) the Company shall deliver to the Investor
pursuant to this Agreement, certificates representing the Shares to be issued to
the Investor on such date and registered in the name of the Investor; and (II)
the Investor shall deliver to the Company the Purchase Price to be paid for such
Shares, determined as set forth in Section 2(B). In lieu of delivering physical
certificates representing the Securities and provided that the Company's
transfer agent then is participating in The Depository Trust Company ("DTC")
Fast Automated Securities Transfer ("FAST") program, upon request of the
Investor, the Company shall use all commercially reasonable efforts to cause its
transfer agent to electronically transmit the Securities by crediting the
account of the Investor's prime broker (as specified by the Investor within a
reasonably in advance of the Investor's notice) with DTC through its Deposit
Withdrawal Agent Commission ("DWAC") system.

     

    The
Company understands that a delay in the issuance of Securities beyond the
Closing Date could result in economic damage to the Investor. After the
Effective Date, as compensation to the Investor for such loss, the Company
agrees to make late payments to the Investor for late issuance of Securities
(delivery of Securities after the applicable Closing Date) in accordance with
the following schedule (where "No. of Days Late" is defined as the number of
trading days beyond the Closing Date, with the Amounts being
cumulative.):

     

    
      	
              LATE
      PAYMENT FOR EACH

              NO.
      OF DAYS LATE

            	
              $10,000
      WORTH OF COMMON STOCK

            
	
              1

            	
              $100

            
	
              2

            	
              $200

            
	
              3

            	
              $300

            
	
              4

            	
              $400

            
	
              5

            	
              $500

            
	
              6

            	
              $600

            


    

    
      	
              7

            	
              $700

            
	
              8

            	
              $800

            
	
              9

            	
              $900

            
	
              10

            	
                
      $1,000

            
	
              Over
      10

            	
                    
      $1,000 + $200 for each

                    
      Business Day late beyond 10 days

            


    

     

     

     

    
      
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    The
Company shall make any payments incurred under this Section in immediately
available funds upon demand by the Investor. Nothing herein shall limit the
Investor's right to pursue actual damages for the Company's failure to issue and
deliver the Securities to the Investor, except that such late payments shall
offset any such actual damages incurred by the Investor, and any Open Market
Adjustment Amount, as set forth below.

     

    (H) OVERALL
LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein to the
contrary, if during the Open Period the Company becomes listed on an exchange
that limits the number of shares of Common Stock that may be issued without
shareholder approval, then the number of Shares issuable by the Company and
purchasable by the Investor, shall not exceed that number of the shares of
Common Stock that may be issuable without shareholder approval (the "Maximum
Common Stock Issuance"). If such issuance of shares of Common Stock could cause
a delisting on the Principal Market, then the Maximum Common Stock Issuance
shall first be approved by the Company's shareholders in accordance with
applicable law and the By-laws and Amended and Restated Certificate of
Incorporation of the Company, if such issuance of shares of Common Stock could
cause a delisting on the Principal Market. The parties understand and agree that
the Company's failure to seek or obtain such shareholder approval shall in no
way adversely affect the validity and due authorization of the issuance and sale
of Securities or the Investor's obligation in accordance with the terms and
conditions hereof to purchase a number of Shares in the aggregate up to the
Maximum Common Stock Issuance limitation, and that such approval pertains only
to the applicability of the Maximum Common Stock Issuance limitation provided in
this Section 2(H).

     

    (I) If, by
the third (3rd) business day after the Closing Date, the Company fails to
deliver any portion of the shares of the Put to the Investor (the "Put Shares
Due") and the Investor purchases, in an open market transaction or otherwise,
shares of Common Stock necessary to make delivery of shares which would have
been delivered if the full amount of the shares to be delivered to the Investor
by the Company (the "Open Market Share Purchase") , then the Company shall pay
to the Investor, in addition to any other amounts due to Investor pursuant to
the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined
below). The "Open Market Adjustment Amount" is the amount equal to the excess,
if any, of (x) the Investor's total purchase price (including brokerage
commissions, if any) for the Open Market Share Purchase minus (y) the net
proceeds (after brokerage commissions, if any) received by the Investor from the
sale of the Put Shares Due. The Company shall pay the Open Market Adjustment
Amount to the Investor in immediately available funds within five (5) business
days of written

     

    
 

    
      
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    demand by
the Investor. By way of illustration and not in limitation of the foregoing, if
the Investor purchases shares of Common Stock having a total purchase price
(including brokerage commissions) of $11,000 to cover an Open Market Purchase
with respect to shares of Common Stock it sold for net proceeds of $10,000, the
Open Market Purchase Adjustment Amount which the Company will be required to pay
to the Investor will be $1,000.

     

    (J)
LIMITATION ON AMOUNT OF OWNERSHIP. Notwithstanding anything to the contrary in
this Agreement, in no event shall the Investor be entitled to purchase that
number of Shares, which when added to the sum of the number of shares of Common
Stock beneficially owned (as such term is defined under Section 13(d) and Rule
13d-3 of the 1934 Act), by the Investor, would exceed 4.99% of the number of
shares of Common Stock outstanding on the Closing Date, as determined in
accordance with Rule 1 3d-1 (j) of the 1934 Act.

     

    SECTION
3. INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS.

     

    The
Investor represents and warrants to the Company, and covenants,
that:

     

    (A) SOPHISTICATED
INVESTOR. The Investor has, by reason of its business and financial experience,
such knowledge, sophistication and experience in financial and business matters
and in making investment decisions of this type that it is capable of (I)
evaluating the merits and risks of an investment in the Securities and making an
informed investment decision; (II) protecting its own interest; and (III)
bearing the economic risk of such investment for an indefinite period of
time.

     

    (B) AUTHORIZATION;
ENFORCEMENT. This Agreement has been duly and validly authorized, executed and
delivered on behalf of the Investor and is a valid and binding agreement of the
Investor enforceable against the Investor in accordance with its terms, subject
as to enforceability to general principles of equity and to applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation and other
similar laws relating to, or affecting generally, the enforcement of applicable
creditors' rights and remedies.

     

    (C) SECTION 9
OF THE 1934 ACT. During the term of this Agreement, the Investor will comply
with the provisions of Section 9 of the 1934 Act, and the rules promulgated
thereunder, with respect to transactions involving the Common Stock. The
Investor agrees not to sell the Company's stock short, either directly or
indirectly through its affiliates, principals or advisors, the Company's common
stock during the term of this Agreement.

     

    (D) ACCREDITED
INVESTOR. Investor is an "Accredited Investor" as that term is defined in Rule
501(a) of Regulation D of the 1933 Act.

    


     

    
      
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    (E) NO
CONFLICTS. The execution, delivery and performance of the Transaction Documents
by the Investor and the consummation by the Investor of the transactions
contemplated hereby and thereby will not result in a violation of Partnership
Agreement or other organizational documents of the Investor.

     

    (F) OPPORTUNITY
TO DISCUSS. The Investor has received all materials relating to the Company's
business, finance and operations which it has requested. The Investor has had an
opportunity to discuss the business, management and financial affairs of the
Company with the Company's management.

     

    (G) INVESTMENT
PURPOSES. The Investor is purchasing the Securities for its own account for
investment purposes and not with a view towards distribution and agrees to
resell or otherwise dispose of the Securities solely in accordance with the
registration provisions of the 1933 Act (or pursuant to an exemption from such
registration provisions).

     

    (H) NO
REGISTRATION AS A DEALER. The Investor is not and will not be required to be
registered as a "dealer" under the 1934 Act, either as a result of its execution
and performance of its obligations under this Agreement or
otherwise.

     

    (I) GOOD
STANDING. The Investor is a Limited Partnership, duly organized, validly
existing and in good standing in the Cayman Islands.

     

    (J) TAX
LIABILITIES. The Investor understands that it is liable for its own tax
liabilities.

     

    (K)
REGULATION M. The Investor will comply with Regulation M under the 1934 Act, if
applicable.

     

    SECTION
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     

    Except as
set forth in the Schedules attached hereto, or as disclosed on the Company's SEC
Documents, the Company represents and warrants to the Investor
that:

     

    (A)
ORGANIZATION AND QUALIFICATION. The Company is a corporation duly organized and
validly existing in good standing under the laws of the State of Nevada, and has
the requisite corporate power and authorization to own its properties and to
carry on its business as now being conducted. Both the Company and the companies
it owns or controls (“Subsidiaries”) are duly
qualified to do business and are in good standing in every jurisdiction in which
its ownership of property or the nature of the business conducted by it makes
such qualification necessary, except to the extent that the failure to be so
qualified or be in good standing would not have a Material Adverse Effect. As
used in this Agreement, "Material Adverse Effect" means any material adverse
effect on the business, properties, assets, operations, results of operations,
financial condition

     

    
 

    
      
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    or
prospects of the Company and its Subsidiaries, if any, taken as a whole, or on
the transactions contemplated hereby or by the agreements and instruments to be
entered into in connection herewith, or on the authority or ability of the
Company to perform its obligations under the Equity Line Transaction Documents
(as defined in Section 1 and 4(B), below).

     

    (B)
AUTHORIZATION; ENFORCEMENT; COMPLIANCE WITH OTHER INSTRUMENTS.

     

    (I) The
Company has the requisite corporate power and authority to enter into and
perform this Investment Agreement and the Registration Rights Agreement
(collectively, the "Equity Line Transaction Documents"), and to issue the
Securities in accordance with the terms hereof and thereof.

     

    (II) The
execution and delivery of the Equity Line Transaction Documents by the Company
and the consummation by it of the transactions contemplated hereby and thereby,
including without limitation the reservation for issuance and the issuance of
the Securities pursuant to this Agreement, have been duly and validly authorized
by the Company's Board of Directors and no further consent or authorization is
required by the Company, its Board of Directors, or its
shareholders.

     

    (III) The
Equity Line Transaction Documents have been duly and validly executed and
delivered by the Company.

     

    (IV) The
Equity Line Transaction Documents constitute the valid and binding obligations
of the Company enforceable against the Company in accordance with their terms,
except as such enforceability may be limited by general principles of equity or
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or
similar laws relating to, or affecting generally, the enforcement of creditors'
rights and remedies.

     

    (C)
CAPITALIZATION. As of the date hereof, the authorized capital stock of the
Company consists of 400,000,000 shares of Common Stock, $.001 par value per
share, of which as of the date hereof, 60,000,000 shares are issued and
outstanding.

     

    Except as
disclosed in the Company's publicly available filings with the SEC:

     

    (I) no
shares of the Company's capital stock are subject to preemptive rights or any
other similar rights or any liens or encumbrances suffered or permitted by the
Company; (II) there are no outstanding debt securities; (III) there are no
outstanding shares of capital stock, options, warrants, scrip, rights to
subscribe to, calls or commitments of any character whatsoever relating to, or
securities or rights convertible into, any shares of capital stock of the
Company or any of its Subsidiaries, or contracts, commitments, understandings or
arrangements by which the Company or any of its Subsidiaries is or may become
bound to issue

    


     

    
      
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    additional
shares of capital stock of the Company or any of its Subsidiaries or options,
warrants, scrip, rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into, any shares of
capital stock of the Company or any of its Subsidiaries; (IV) there are no
agreements or arrangements under which the Company or any of its Subsidiaries is
obligated to register the sale of any of their securities under the 1933 Act
(except the Registration Rights Agreement); (V) there are no outstanding
securities of the Company or any of its Subsidiaries which contain any
redemption or similar provisions, and there are no contracts, commitments,
understandings or arrangements by which the Company or any of its Subsidiaries
is or may become bound to redeem a security of the Company or any of its
Subsidiaries; (VI) there are no securities or instruments containing anti-
dilution or similar provisions that will be triggered by the issuance of the
Securities as described in this Agreement; (VII) the Company does not have any
stock appreciation rights or "phantom stock" plans or agreements or any similar
plan or agreement; and (VIII) there is no dispute as to the classification of
any shares of the Company's capital stock.

     

    The
Company has furnished to the Investor, or the Investor has had access through
EDGAR to, true and correct copies of the Company's Amended and Restated
Certificate of Incorporation, as in effect on the date hereof (the "Certificate
of Incorporation"), and the Company's By-laws, as in effect on the date hereof
(the "By-laws"), and the terms of all securities convertible into or exercisable
for Common Stock and the material rights of the holders thereof in respect
thereto.

     

    (D) ISSUANCE
OF SHARES. The Company has reserved 5,000,000 Shares for issuance pursuant to
this Agreement, which have been duly authorized and reserved those Shares for
issuance (subject to adjustment pursuant to the Company's covenant set forth in
Section 5(F) below) pursuant to this Agreement. Upon issuance in accordance with
this Agreement, the Securities will be validly issued, fully paid for and
non-assessable and free from all taxes, liens and charges with respect to the
issue thereof. In the event the Company cannot register a sufficient number of
Shares for issuance pursuant to this Agreement, the Company will use its best
efforts to authorize and reserve for issuance the number of Shares required for
the Company to perform its obligations hereunder as soon as reasonably
practicable.

     

    (E) NO
CONFLICTS. The execution, delivery and performance of the Equity Line
Transaction Documents by the Company and the consummation by the Company of the
transactions contemplated hereby and thereby will not (I) result in a violation
of the Certificate of Incorporation, any Certificate of Designations,
Preferences and Rights of any outstanding series of preferred stock of the
Company or the By-laws; or (II) conflict with, or constitute a material default
(or an event which with notice or lapse of time or both would become a material
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any material agreement, contract,
indenture

    


     

    
      
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    mortgage,
indebtedness or instrument to which the Company or any of its Subsidiaries is a
party, or to the Company's knowledge result in a violation of any law, rule,
regulation, order, judgment or decree (including United States federal and state
securities laws and regulations and the rules and regulations of the Principal
Market or principal securities exchange or trading market on which the Common
Stock is traded or listed) 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 as disclosed in Schedule 4(e), neither the Company nor
its Subsidiaries is in violation of any term of, or in default under, the
Certificate of Incorporation, any Certificate of Designations, Preferences and
Rights of any outstanding series of preferred stock of the Company or the By-
laws or their organizational charter or by-laws, respectively, or any contract,
agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or
order or any statute, rule or regulation applicable to the Company or its
Subsidiaries, except for possible conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations that would not individually or in
the aggregate have or constitute a Material Adverse Effect. The business of the
Company and its Subsidiaries is not being conducted, and shall not be conducted,
in violation of any law, statute, ordinance, rule, order or regulation of any
governmental authority or agency, regulatory or self-regulatory agency, or
court, except for possible violations the sanctions for which either
individually or in the aggregate would not have a Material Adverse Effect.
Except as specifically contemplated by this Agreement and as required under the
1933 Act or any securities laws of any states, to the Company's knowledge, the
Company is not required to obtain any consent, authorization, permit or order
of, or make any filing or registration (except the filing of a registration
statement as outlined in the Registration Rights Agreement between the Parties)
with, any court, governmental authority or agency, regulatory or self-regulatory
agency or other third party in order for it to execute, deliver or perform any
of its obligations under, or contemplated by, the Equity Line Transaction
Documents in accordance with the terms hereof or thereof. All consents,
authorizations, permits, 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 and are in full force and effect as of
the date hereof. Except as disclosed in Schedule 4(e), the Company and its
Subsidiaries are unaware of any facts or circumstances which might give rise to
any of the foregoing. The Company is not, and will not be, in violation of the
listing requirements of the Principal Market as in effect on the date hereof and
on each of the Closing Dates and is not aware of any facts which would
reasonably lead to delisting of the Common Stock by the Principal Market in the
foreseeable future.

     

    (F) SEC
DOCUMENTS; FINANCIAL STATEMENTS. As of the date hereof, 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 1934 Act
(all of the foregoing filed prior to the date hereof and all exhibits included
therein and financial statements and schedules thereto and documents
incorporated by reference therein being hereinafter referred to as

     

     

    
      
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    the "SEC
Documents"). The Company has delivered to the Investor or its representatives,
or they have had access through EDGAR to, true and complete copies of the SEC
Documents. As of their respective filing dates, the SEC Documents complied in
all material respects with the requirements of the 1934 Act and the rules and
regulations of the SEC promulgated thereunder applicable to the SEC Documents,
and none of the SEC Documents, at the time they were filed with the SEC,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading. As of
their respective dates, the financial statements of the Company included in the
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
generally accepted accounting principles, by a firm that is a member of the
Public Companies Accounting Oversight Board ("PCAOB") 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 exclude footnotes or may be condensed
or summary statements) and fairly present in all material respects the financial
position of the Company as of the dates thereof and the results of its
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments). No other written
information provided by or on behalf of the Company to the Investor which is not
included in the SEC Documents, including, without limitation, information
referred to in Section 4(D) of this Agreement, contains any untrue statement of
a material fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstance under which they are or
were made, not misleading. Neither the Company nor any of its Subsidiaries or
any of their officers, directors, employees or agents have provided the Investor
with any material, nonpublic information which was not publicly disclosed prior
to the date hereof and any material, nonpublic information provided to the
Investor by the Company or its Subsidiaries or any of their officers, directors,
employees or agents prior to any Closing Date shall be publicly disclosed by the
Company prior to such Closing Date.

     

    (G) ABSENCE
OF CERTAIN CHANGES. Except as otherwise set forth in the SEC Documents, the
Company does not intend to change the business operations of the Company in any
material way. The Company has not taken any steps, and does not currently expect
to take any steps, to seek protection pursuant to any bankruptcy law nor does
the Company or its Subsidiaries have any knowledge or reason to believe that its
creditors intend to initiate involuntary bankruptcy proceedings.

     

    (H) ABSENCE
OF LITIGATION AND/OR REGULATORY PROCEEDINGS. Except as set forth in the SEC
Documents, there is no action, suit, 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

    


     

    
      
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    executive
officers of Company or any of its Subsidiaries, threatened against or affecting
the Company, the Common Stock or any of the Company's Subsidiaries or any of the
Company's or the Company's Subsidiaries' officers or directors in their
capacities as such, in which an adverse decision could have a Material Adverse
Effect.

     

    (I) ACKNOWLEDGMENT
REGARDING INVESTOR'S PURCHASE OF SHARES. The Company acknowledges and agrees
that the Investor is acting solely in the capacity of an arm's length purchaser
with respect to the Transaction Documents and the transactions contemplated
hereby and thereby. The Company further acknowledges that the Investor is not
acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to the Equity Line Transaction Documents and the
transactions contemplated hereby and thereby and any advice given by the
Investor or any of its respective representatives or agents in connection with
the Equity Line Transaction Documents and the transactions contemplated hereby
and thereby is merely incidental to the Investor's purchase of the Securities,
and is not being relied on by the Company. The Company further represents to the
Investor that the Company's decision to enter into the Equity Line Transaction
Documents has been based solely on the independent evaluation by the Company and
its representatives.

     

    (J) NO
UNDISCLOSED EVENTS, LIABILITIES, DEVELOPMENTS OR CIRCUMSTANCES. Except as set
forth in the SEC Documents, as of the date hereof, no event, liability,
development or circumstance has occurred or exists, or to the Company's
knowledge is contemplated to occur, with respect to the Company or its
Subsidiaries or their respective business, properties, assets, prospects,
operations or financial condition, that would be required to be disclosed by the
Company under applicable securities laws on a registration statement filed with
the SEC relating to an issuance and sale by the Company of its Common Stock and
which has not been publicly announced.

     

    (K) EMPLOYEE
RELATIONS. Neither the Company nor any of its Subsidiaries is involved in any
union labor dispute nor, to the knowledge of the Company or any of its
Subsidiaries, is any such dispute threatened. Neither the Company nor any of its
Subsidiaries is a party to a collective bargaining agreement, and the Company
and its Subsidiaries believe that relations with their employees are good. No
executive officer (as defined in Rule 501(f) of the 1933 Act) has notified the
Company that such officer intends to leave the Company's employ or otherwise
terminate such officer's employment with the Company.

     

    (L) INTELLECTUAL
PROPERTY RIGHTS. The Company and its Subsidiaries own or possess adequate rights
or licenses to use all trademarks, trade names, service marks, service mark
registrations, service names, patents, patent rights, copyrights, inventions,
licenses, approvals, governmental authorizations, trade secrets and rights
necessary to conduct their respective businesses as now conducted. Except as set
forth in the SEC Documents, none of the Company's

     

     

    
      
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    trademarks,
trade names, service marks, service mark registrations, service names, patents,
patent rights, copyrights, inventions, licenses, approvals, government
authorizations, trade secrets or other intellectual property rights necessary to
conduct its business as now or as proposed to be conducted have expired or
terminated, or are expected to expire or terminate within two (2) years from the
date of this Agreement. The Company and its Subsidiaries do not have any
knowledge of any infringement by the Company or its Subsidiaries of trademark,
trade name rights, patents, patent rights, copyrights, inventions, licenses,
service names, service marks, service mark registrations, trade secret or other
similar rights of others, or of any such development of similar or identical
trade secrets or technical information by others and, except as set forth in the
SEC Documents, there is no claim, action or proceeding being made or brought
against, or to the Company's knowledge, being threatened against, the Company or
its Subsidiaries regarding trademark, trade name, patents, patent rights,
invention, copyright, license, service names, service marks, service mark
registrations, trade secret or other infringement; and the Company and its
Subsidiaries are unaware of any facts or circumstances which might give rise to
any of the foregoing. The Company and its Subsidiaries have taken commercially
reasonable security measures to protect the secrecy, confidentiality and value
of all of their intellectual properties.

     

    (M) ENVIRONMENTAL
LAWS. The Company and its Subsidiaries (I) are, to the knowledge of the
management and directors of the Company and its Subsidiaries, in compliance with
any and all applicable foreign, federal, state and local laws and regulations
relating to the protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or contaminants
("Environmental Laws"); (II) have, to the knowledge of the management and
directors of the Company, received all permits, licenses or other approvals
required of them under applicable Environmental Laws to conduct their respective
businesses; and (III) are in compliance, to the knowledge of the management and
directors of the Company, with all terms and conditions of any such permit,
license or approval where, in each of the three (3) foregoing cases, the failure
to so comply would have, individually or in the aggregate, a Material Adverse
Effect.

     

    (N) TITLE.
The Company and its Subsidiaries have 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 are described in the SEC Documents or such as do not materially
affect the value of such property and do not interfere with the use made and
proposed to be made of such property by the Company or any of its Subsidiaries.
Any real property and facilities held under lease by the Company or any of its
Subsidiaries are held by them under valid, subsisting and enforceable leases
with such exceptions as are not material and do not interfere with the use made
and proposed to be made of such property and buildings by the Company and its
Subsidiaries.

    


     

    
      
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    (O) INSURANCE.
Each of the Company's Subsidiaries are insured by insurers of recognized
financial responsibility against such losses and risks and in such amounts as
management of the Company reasonably believes to be prudent and customary in the
businesses in which the Company and its Subsidiaries are engaged. Neither the
Company nor any of its Subsidiaries has been refused any insurance coverage
sought or applied for and neither the Company nor its Subsidiaries 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.

     

    (P) REGULATORY
PERMITS. The Company and its Subsidiaries have in full force and effect all
certificates, approvals, authorizations and permits from the appropriate
federal, state, local or foreign regulatory authorities and comparable foreign
regulatory agencies, necessary to own, lease or operate their respective
properties and assets and conduct their respective businesses, and neither the
Company nor any such Subsidiary has received any notice of proceedings relating
to the revocation or modification of any such certificate, approval,
authorization or permit, except for such certificates, approvals, authorizations
or permits which if not obtained, or such revocations or modifications which,
would not have a Material Adverse Effect.

     

    (Q) INTERNAL
ACCOUNTING CONTROLS. The Company and each of its Subsidiaries maintain a system
of internal accounting controls sufficient 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 by a firm with membership to the PCAOB 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.

     

    (R) 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.

     

    (S) TAX
STATUS. The Company and each of its Subsidiaries has made or filed all United
States federal and state 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

     

     

    
      
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    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 provision 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.

     

    (T) CERTAIN
TRANSACTIONS. Except as set forth in the SEC Documents filed at least ten (10)
days prior to the date hereof and except for arm's length transactions pursuant
to which the Company makes payments in the ordinary course of business upon
terms no less favorable than the Company could obtain from disinterested third
parties and other than the grant of stock options disclosed 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.

     

    (U) DILUTIVE
EFFECT. The Company understands and acknowledges that the number of shares of
Common Stock issuable upon purchases pursuant to this Agreement will increase in
certain circumstances including, but not necessarily limited to, the
circumstance wherein the trading price of the Common Stock declines during the
period between the Effective Date and the end of the Open Period. The Company's
executive officers and directors have studied and fully understand the nature of
the transactions contemplated by this Agreement and recognize that they have a
potential dilutive effect on the shareholders of the Company. The Board of
Directors of the Company has concluded, in its good faith business judgment, and
with full understanding of the implications, that such issuance is in the best
interests of the Company. The Company specifically acknowledges that, subject to
such limitations as are expressly set forth in the Equity Line Transaction
Documents, its obligation to issue shares of Common Stock upon purchases
pursuant to this Agreement is absolute and unconditional regardless of the
dilutive effect that such issuance may have on the ownership interests of other
shareholders of the Company.

     

    (V) LOCK-UP.
The Company shall cause its officers, insiders, directors, and affiliates or
other related parties under control of the Company, to refrain from selling
Common Stock during each Pricing Period.

     

    (W) NO
GENERAL SOLICITATION. Neither the Company, nor any of its affiliates, nor any
person acting on its behalf, has engaged in any form of general

    


     

    
      
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    solicitation
or general advertising (within the meaning of Regulation D) in connection with
the offer or sale of the Common Stock to be offered as set forth in this
Agreement.

     

    (X) NO
BROKERS, FINDERS OR FINANCIAL ADVISORY FEES OR COMMISSIONS. No brokers, finders
or financial advisory fees or commissions will be payable by the Company, its
agents or Subsidiaries, with respect to the transactions contemplated by this
Agreement, except as otherwise disclosed in this Agreement.

     

    SECTION
5. COVENANTS OF THE COMPANY

     

    (A) BEST
EFFORTS. The Company shall use all commercially reasonable efforts to timely
satisfy each of the conditions set forth in Section 7 of this
Agreement.

     

    (B) BLUE SKY.
The Company shall, at its sole cost and expense, on or before each of the
Closing Dates, take such action as the Company shall reasonably determine is
necessary to qualify the Securities for, or obtain exemption for the Securities
for, sale to the Investor at each of the Closings pursuant to this Agreement
under applicable securities or "Blue Sky" laws of such states of the United
States, as reasonably specified by the Investor, and shall provide evidence of
any such action so taken to the Investor on or prior to the Closing
Date.

     

    (C) REPORTING
STATUS. Until one of the following occurs, the Company shall file all reports
required to be filed with the SEC pursuant to the 1934 Act, and the Company
shall not terminate its status, or take an action or fail to take any action,
which would terminate its status as a reporting company under the 1934 Act: (i)
this Agreement terminates pursuant to Section 9 and the Investor has the right
to sell all of the Securities without restrictions pursuant to Rule 144(k)
promulgated under the 1933 Act, or such other exemption (ii) the date on which
the Investor has sold all the Securities and this Agreement has been terminated
pursuant to Section 9.

     

    (D) USE OF
PROCEEDS. The Company will use the proceeds from the sale of the Shares
(excluding amounts paid by the Company for fees as set forth in the Equity Line
Transaction Documents) for general corporate and working capital purposes and
acquisitions or assets, businesses or operations or for other purposes that the
Board of Directors, in its good faith deem to be in the best interest of the
Company.

     

    (E)
FINANCIAL INFORMATION. During the Open Period, the Company agrees to make
available to the Investor via EDGAR or other electronic means the following
documents and information on the forms set forth: (I) within five (5) Trading
Days after the filing thereof with the SEC, a copy of its Annual Reports on Form
1 0-KSB, its Quarterly Reports on Form 1 0-QSB, any Current Reports on Form 8-K
and any Registration Statements or amendments filed pursuant to the

    


     

    
      
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    1933 Act;
(II) copies of any notices and other information made available or given to the
shareholders of the Company generally, contemporaneously with the making
available or giving thereof to the shareholders; and (III) within two (2)
calendar days of filing or delivery thereof, copies of all documents filed with,
and all correspondence sent to, the Principal Market, any securities exchange or
market, or the National Association of Securities Dealers, Inc., unless such
information is material nonpublic information.

     

    (F) RESERVATION
OF SHARES. The Company shall take all action necessary to at all times have
authorized, and reserved for the purpose of issuance, a sufficient number of
shares of Common Stock to provide for the issuance of the Securities to the
Investor as required hereunder. In the event that the Company determines that it
does not have a sufficient number of authorized shares of Common Stock to
reserve and keep available for issuance as described in this Section 5(F), the
Company shall use all commercially reasonable efforts to increase the number of
authorized shares of Common Stock by seeking shareholder approval for the
authorization of such additional shares.

     

    (G) LISTING.
The Company shall promptly secure and maintain the listing of all of the
Registrable Securities (as defined in the Registration Rights Agreement) on the
Principal Market and each other national securities exchange and automated
quotation system, if any, upon which shares of Common Stock are then listed
(subject to official notice of issuance) and shall maintain, such listing of all
Registrable Securities from time to time issuable under the terms of the Equity
Line Transaction Documents. Neither the Company nor any of its Subsidiaries
shall take any action which would be reasonably expected to result in the
delisting or suspension of the Common Stock on the Principal Market (excluding
suspensions of not more than one (1) trading day resulting from business
announcements by the Company). The Company shall promptly provide to the
Investor copies of any notices it receives from the Principal Market regarding
the continued eligibility of the Common Stock for listing on such automated
quotation system or securities exchange. The Company shall pay all fees and
expenses in connection with satisfying its obligations under this Section
5(G).

     

    (H)
TRANSACTIONS WITH AFFILIATES. The Company shall not, and shall cause each of its
Subsidiaries not to, enter into, amend, modify or supplement, or permit any
Subsidiary to enter into, amend, modify or supplement, any agreement,
transaction, commitment or arrangement with any of its or any Subsidiary's
officers, directors, persons who were officers or directors at any time during
the previous two (2) years, shareholders who beneficially own 5% or more of the
Common Stock, or Affiliates or with any individual related by blood, marriage or
adoption to any such individual or with any entity in which any such entity or
individual owns a 5% or more beneficial interest (each a "Related Party"),
except for (I) customary employment arrangements and benefit programs on
reasonable terms, (II) any agreement, transaction, commitment or arrangement on
an arms-length basis on terms no less favorable than terms

    


     

    
      
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    which
would have been obtainable from a disinterested third party other than such
Related Party, or (III) any agreement, transaction, commitment or arrangement
which is approved by a majority of the disinterested directors of the Company.
For purposes hereof, any director who is also an officer of the Company or any
Subsidiary of the Company shall not be a disinterested director with respect to
any such agreement, transaction, commitment or arrangement. "Affiliate" for
purposes hereof means, with respect to any person or entity, another person or
entity that, directly or indirectly, (I) has a 5% or more equity interest in
that person or entity, (II) has 5% or more common ownership with that person or
entity, (III) controls that person or entity, or (IV) is under common control
with that person or entity. "Control" or "Controls" for purposes hereof means
that a person or entity has the power, directly or indirectly, to conduct or
govern the policies of another person or entity.

     

    (I) FILING OF
FORM 8-K. On or before the date which is four (4) Trading Days after the
Execution Date, the Company shall file a Current Report on Form 8-K with the SEC
describing the terms of the transaction contemplated by the Equity Line
Transaction Documents in the form required by the 1934 Act, if such filing is
required.

     

    (J) CORPORATE
EXISTENCE. The Company shall use all commercially reasonable efforts to preserve
and continue the corporate existence of the Company.

     

    (K)
NOTICE OF CERTAIN EVENTS AFFECTING REGISTRATION; SUSPENSION OF RIGHT TO MAKE A
PUT. The Company shall promptly notify the Investor upon the occurrence of any
of the following events in respect of a Registration Statement or related
prospectus in respect of an offering of the Securities: (I) receipt of any
request for additional information by the SEC or any other federal or state
governmental authority during the period of effectiveness of the Registration
Statement for amendments or supplements to the Registration Statement or related
prospectus; (II) the issuance by the SEC or any other federal or state
governmental authority of any stop order suspending the effectiveness of any
Registration Statement or the initiation of any proceedings for that purpose;
(III) receipt of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Securities for sale
in any jurisdiction or the initiation or notice of any proceeding for such
purpose; (IV) the happening of any event that makes any statement made in such
Registration Statement or related prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect or
that requires the making of any changes in the Registration Statement, related
prospectus or documents so that, in the case of a Registration Statement, it
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and that in the case of the related prospectus, it will
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein, in the light of the

    


     

    
      
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    circumstances
under which they were made, not misleading; and (V) the Company's reasonable
determination that a post-effective amendment to the Registration Statement
would be appropriate, and the Company shall promptly make available to Investor
any such supplement or amendment to the related prospectus. The Company shall
not deliver to Investor any Put Notice during the continuation of any of the
foregoing events in this Section 5(K).

     

    (L) REIMBURSEMENT.
If (I) the Investor becomes involved in any capacity in any action, proceeding
or investigation brought by any shareholder of the Company, in connection with
or as a result of the consummation of the transactions contemplated by the
Equity Line Transaction Documents, or if the Investor is impleaded in any such
action, proceeding or investigation by any person (other than as a result of a
breach of the Investor’s
representations and warranties set forth in this Agreement); or (II) the
Investor becomes involved in any capacity in any action, proceeding or
investigation brought by the SEC against or involving the Company or in
connection with or as a result of the consummation of the transactions
contemplated by the Equity Line Transaction Documents (other than as a result of
a breach of the Investor’s
representations and warranties set forth in this Agreement), or if this
Investor is impleaded in any such action, proceeding or investigation by any
person, then in any such case, the Company will reimburse the Investor for its
reasonable legal and other expenses (including the cost of any investigation and
preparation) incurred in connection therewith, as such expenses are incurred. In
addition, other than with respect to any matter in which the Investor is a named
party, the Company will pay to the Investor the charges, as reasonably
determined by the Investor, for the time of any officers or employees of the
Investor devoted to appearing and preparing to appear as witnesses, assisting in
preparation for hearings, trials or pretrial matters, or otherwise with respect
to inquiries, hearing, trials, and other proceedings relating to the subject
matter of this Agreement. The reimbursement obligations of the Company under
this section shall be in addition to any liability which the Company may
otherwise have, shall extend upon the same terms and conditions to any
affiliates of the Investor that are actually named in such action, proceeding or
investigation, and partners, directors, agents, employees, attorneys,
accountants, auditors and controlling persons (if any), as the case may be, of
Investor and any such affiliate, and shall be binding upon and inure to the
benefit of any successors of the Company, the Investor and any such affiliate
and any such person.

     

    (M) TRANSFER
AGENT. Upon effectiveness of the Registration Statement, and for so long as the
Registration Statement is effective, the Company shall deliver instructions to
its transfer agent to issue Shares to the Investor that are covered for resale
by the Registration Statement free of restrictive legends.

     

    (N)
ACKNOWLEDGEMENT OF TERMS. The Company hereby represents and warrants to the
Investor that: (i) it is voluntarily entering into this Agreement of its own
freewill, (ii) it is not entering this Agreement under economic duress, (iii)
the terms of this Agreement are reasonable and fair to the Company, and (iv)
the

    


     

    
      
        BUYER
GROUP INTL, INC.INVESTMENT.AGREEMENT.JUNE.2008

         

      

      
        21

        
          

        

      

      
         

      

    

     

    Company
has had independent legal counsel of its own choosing review this Agreement,
advise the Company with respect to this Agreement, and represent the Company in
connection with this Agreement.

     

    SECTION
6. INTENTIONALLY OMITTED

     

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

     

    The
obligation hereunder of the Company to issue and sell the Securities to the
Investor is further subject to the satisfaction, at or before each Closing Date,
of each of the following conditions set forth below. These conditions are for
the Company's sole benefit and may be waived by the Company at any time in its
sole discretion.

     

    (A) The
Investor shall have executed this Agreement and the Registration Rights
Agreement and delivered the same to the Company.

     

    (B) The
Investor shall have delivered to the Company the Purchase Price for the
Securities being purchased by the Investor between the end of the Pricing Period
and the Closing Date via a Put Settlement Sheet (hereto attached as Exhibit D).
After receipt of confirmation of delivery of such Securities to the Investor,
the Investor, by wire transfer of immediately available funds pursuant to the
wire instructions provided by the Company will disburse the funds constituting
the Purchase Amount.

     

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

     

    SECTION
8. FURTHER CONDITIONS OF THE INVESTOR'S OBLIGATION TO PURCHASE.

     

    The
obligation of the Investor hereunder to purchase Shares is subject to the
satisfaction, on or before each Closing Date, of each of the following
conditions set forth below.

     

    (A) The
Company shall have executed the Equity Line Transaction Documents and delivered
the same to the Investor.

     

    (B) The
Common Stock shall be authorized for quotation on the Principal Market and
trading in the Common Stock shall not have been suspended by the Principal
Market or the SEC, at any time beginning on the date hereof and through and
including the respective Closing Date (excluding suspensions of not more than
one (1) Trading Day resulting from business announcements by the Company,
provided that such suspensions occur prior to the Company's delivery of the Put
Notice related to such Closing).

     

     

    
      
        BUYER
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    (C) The
representations and warranties of the Company shall be true and correct as of
the date when made and as of the applicable Closing Date as though made at that
time and the Company shall have performed, satisfied and complied with the
covenants, agreements and conditions required by the Equity Line Transaction
Documents to be performed, satisfied or complied with by the Company on or
before such Closing Date. The Investor may request an update as of such Closing
Date regarding the representation contained in Section 4(C) above.

     

    (D) The
Company shall have executed and delivered to the Investor the certificates
representing, or have executed electronic book-entry transfer of, the Securities
(in such denominations as the Investor shall request) being purchased by the
Investor at such Closing.

     

    (E) The Board
of Directors of the Company shall have adopted resolutions consistent with
Section 4(B)(II) above (the "Resolutions") and such Resolutions shall not have
been amended or rescinded prior to such Closing Date.

     

    (F) Reserved

     

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

     

    (H) The
Registration Statement shall be effective on each Closing Date and no stop order
suspending the effectiveness of the Registration statement shall be in effect or
to the Company's knowledge shall be pending or threatened. Furthermore, on each
Closing Date (I) neither the Company nor the Investor shall have received notice
that the SEC has issued or intends to issue a stop order with respect to such
Registration Statement or that the SEC otherwise has suspended or withdrawn the
effectiveness of such Registration Statement, either temporarily or permanently,
or intends or has threatened to do so (unless the SEC's concerns have been
addressed and Investor is reasonably satisfied that the SEC no longer is
considering or intends to take such action), and (II) no other suspension of the
use or withdrawal of the effectiveness of such Registration Statement or related
prospectus shall exist.

     

    (I) At the
time of each Closing, the Registration Statement (including information or
documents incorporated by reference therein) and any amendments or supplements
thereto shall not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading or which would require public disclosure or an
update supplement to the prospectus.

     

    (J) If
applicable, the shareholders of the Company shall have approved the issuance of
any Shares in excess of the Maximum Common Stock Issuance in

    


     

    
      
        BUYER
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    accordance
with Section 2(H) or the Company shall have obtained appropriate approval
pursuant to the requirements of Nevada law and the Company’s Articles of
Incorporation and By-laws.

     

    (K) The
conditions to such Closing set forth in Section 2(E) shall have been satisfied
on or before such Closing Date.

     

    (L) The
Company shall have certified to the Investor the number of Shares of Common
Stock outstanding when a Put Notice is given to the Investor. The Company's
delivery of a Put Notice to the Investor constitutes the Company's certification
of the existence of the necessary number of shares of Common Stock reserved for
issuance.

     

    SECTION
9. TERMINATION. This Agreement shall terminate upon any of the following
events:

     

    (I) when the
Investor has purchased an aggregate of Ten Million dollars ($10,000,000) in the
Common Stock of the Company pursuant to this Agreement; or,

     

    (II) on the
date which is thirty-six (36) months after the Effective Date; or,

     

    (III)
upon written notice of the Company to the Investor. Any and all shares, or
penalties, if any, due under this Agreement shall be immediately payable and due
upon termination of the Line.

     

    SECTION
10. SUSPENSION

     

    This
Agreement shall be suspended upon any of the following events, and shall remain
suspended until such event is rectified:

     

    (I) the
trading of the Common Stock is suspended by the SEC, the Principal Market or the
NASD for a period of two (2) consecutive Trading Days during the Open Period;
or,

     

    (II) The
Common Stock ceases to be registered under the 1934 Act or listed or traded on
the Principal Market. Immediately upon the occurrence of one of the
above-described events, the Company shall send written notice of such event to
the Investor.

     

    SECTION
11. INDEMNIFICATION.

     

    In
consideration of the parties mutual obligations set forth in the Transaction
Documents, each of the parties (in such capacity, an "Indemnitor") shall defend,
protect, indemnify and hold harmless the other and all of the other party's
shareholders, officers, directors, employees, counsel, and direct or indirect
investors and any of the foregoing person's agents or other
representatives

     

    
      
        BUYER
GROUP INTL, INC.INVESTMENT.AGREEMENT.JUNE.2008

         

      

      
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    (including,
without limitation, those retained in connection with the transactions
contemplated by this Agreement) (collectively, the "Indemnitees") from and
against any and all actions, causes of action, suits, claims, losses, costs,
penalties, fees, liabilities and damages, and reasonable expenses in connection
therewith (irrespective of whether any such Indemnitee is a party to the action
for which indemnification hereunder is sought), and including reasonable
attorneys' fees and disbursements (the "Indemnified Liabilities"), incurred by
any Indemnitee as a result of, or arising out of, or relating to (I) any
misrepresentation or breach of any representation or warranty made by the
Indemnitor or any other certificate, instrument or document contemplated hereby
or thereby; (II) any breach of any covenant, agreement or obligation of the
Indemnitor contained in the Equity Line Transaction Documents or any other
certificate, instrument or document contemplated hereby or thereby; or (III) any
cause of action, suit or claim brought or made against such Indemnitee by a
third party and arising out of or resulting from the execution, delivery,
performance or enforcement of the Equity Line Transaction Documents or any other
certificate, instrument or document contemplated hereby or thereby, except
insofar as any such misrepresentation, breach or any untrue statement, alleged
untrue statement, omission or alleged omission is made in reliance upon and in
conformity with information furnished to Indemnitor which is specifically
intended for use in the preparation of any such Registration Statement,
preliminary prospectus, prospectus or amendments to the prospectus. To the
extent that the foregoing undertaking by the Indemnitor may be unenforceable for
any reason, the Indemnitor shall make the maximum contribution to the payment
and satisfaction of each of the Indemnified Liabilities which is permissible
under applicable law. The indemnity provisions contained herein shall be in
addition to any cause of action or similar rights Indemnitor may have, and any
liabilities the Indemnitor or the Indemnitees may be subject to.

     

    SECTION
12. GOVERNING LAW; DISPUTES SUBMITTED TO ARBITRATION.

     

    All
disputes arising under this agreement shall be governed by and interpreted in
accordance with the laws of the Commonwealth of Massachusetts, without regard to
principles of conflict of laws. The parties to this agreement will submit all
disputes arising under this agreement to arbitration in Boston, Massachusetts
before a single arbitrator of the American Arbitration Association (“AAA”). The
arbitrator shall be selected by application of the rules of the AAA, or by
mutual agreement of the parties, except that such arbitrator shall be an
attorney admitted to practice law in the Commonwealth of Massachusetts. No party
to this agreement will challenge the jurisdiction or venue provisions as
provided in this section. No party to this agreement will challenge the
jurisdiction or venue provisions as provided in this section. Nothing contained
herein shall prevent the party from obtaining an injunction.

     

    (B) LEGAL
FEES; AND MISCELLANEOUS FEES. Except as otherwise set forth in the Equity Line
Transaction Documents, each party shall pay the fees and expenses of its
advisers, counsel, the accountants and other experts, if any, and

     

     

    
      
        BUYER
GROUP INTL, INC.INVESTMENT.AGREEMENT.JUNE.2008

         

      

      
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    all other
expenses incurred by such party incident to the negotiation, preparation,
execution, delivery and performance of this Agreement. Any attorneys' fees and
expenses incurred by either the Company or the Investor in connection with the
preparation, negotiation, execution and delivery of any amendments to this
Agreement or relating to the enforcement of the rights of any party, after the
occurrence of any breach of the terms of this Agreement by another party or any
default by another party in respect of the transactions contemplated hereunder,
shall be paid on demand by the party which breached the Agreement and/or
defaulted, as the case may be. The Company shall pay all stamp and other taxes
and duties levied in connection with the issuance of any
Securities.

     

    (C) COUNTERPARTS.
This Agreement may be executed in two or more identical counterparts, all of
which shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other
party; provided that a facsimile signature shall be considered due execution and
shall be binding upon the signatory thereto with the same force and effect as if
the signature were an original signature.

     

    (D) HEADINGS;
SINGULAR/PLURAL. The headings of this Agreement are for convenience of reference
and shall not form part of, or affect the interpretation of, this Agreement.
Whenever required by the context of this Agreement, the singular shall include
the plural and masculine shall include the feminine.

     

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

     

    (F) ENTIRE
AGREEMENT; AMENDMENTS. This Agreement is the FINAL AGREEMENT between the Company
and the Investor with respect to the terms and conditions set forth herein, and,
the terms of this Agreement may not be contradicted by evidence of prior,
contemporaneous, or subsequent oral agreements of the Parties. No provision of
this Agreement may be amended other than by an instrument in writing signed by
the Company and the Investor, and no provision hereof may be waived other than
by an instrument in writing signed by the party against whom enforcement is
sought. The execution and delivery of the Equity Line Transaction Documents
shall not alter the force and effect of any other agreements between the
Parties, and the obligations under those agreements.

     

    (G)
NOTICES. Any notices or other communications required or permitted to be given
under the terms of this Agreement must be in writing and will be deemed to have
been delivered (I) upon receipt, when delivered personally; (II) upon receipt,
when sent by facsimile (provided confirmation of transmission is mechanically or
electronically generated and kept on file by the sending party); or (III) one
(1) day

     

     

    
      
        BUYER
GROUP INTL, INC.INVESTMENT.AGREEMENT.JUNE.2008

         

      

      
        26

        
          

        

      

      
         

      

    

    
 

    after
deposit with a nationally recognized overnight delivery service, in each case
properly addressed to the party to receive the same. The addresses and facsimile
numbers for such communications shall be:

     

    If
to the Company:

     

    Buyer
Group International, Inc. 812 Creekline Way

    McKinney,
TX 70570

    Telephone:
(214)592-0794 Facsimile:

     

    If
to the Investor:

     

    Dutchess
Private Equities Fund, Ltd., 50 Commonwealth Avenue, Suite 2 Boston, MA
02116

    Telephone:
617-301-4700

    Facsimile:
617-249-0947

     

    Each
party shall provide five (5) days prior written notice to the other party of any
change in address or facsimile number.

     

    (H) NO
ASSIGNMENT. This Agreement may not be assigned.

     

    (I) NO THIRD
PARTY BENEFICIARIES. This Agreement is intended for the benefit of the parties
hereto and is not for the benefit of, nor may any provision hereof be enforced
by, any other person, except that the Company acknowledges that the rights of
the Investor may be enforced by its general partner.

     

    (J)
SURVIVAL. The representations and warranties of the Company and the Investor
contained in Sections 2 and 3, the agreements and covenants set forth in
Sections 4 and 5, and the indemnification provisions set forth in Section 11,
shall survive each of the Closings and the termination of this
Agreement.

     

    (K)
PUBLICITY. The Company and the Investor shall consult with each other in issuing
any press releases or otherwise making public statements with respect to the
transactions contemplated hereby and no party shall issue any such press release
or otherwise make any such public statement without the prior consent of the
other party, which consent shall not be unreasonably withheld or delayed, except
that no prior consent shall be required if such disclosure is required by law,
in which such case the disclosing party shall provide the other party with prior
notice of such public statement. Notwithstanding the foregoing, the Company
shall not publicly disclose the name of the Investor without the prior consent
of the Investor, except to the extent required by law. The Investor

     

    
 

    
      
        BUYER
GROUP INTL, INC.INVESTMENT.AGREEMENT.JUNE.2008

         

      

      
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    acknowledges
that this Agreement and all or part of the Equity Line Transaction Documents may
be deemed to be "material contracts" as that term is defined by Item 601 (b)(1
0) of Regulation S-B, and that the Company may therefore be required to file
such documents as exhibits to reports or registration statements filed under the
1933 Act or the 1934 Act. The Investor further agrees that the status of such
documents and materials as material contracts shall be determined solely by the
Company, in consultation with its counsel.

     

    (L) 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.

     

    (M) PLACEMENT
AGENT. The Company agrees to pay a registered broker dealer, to act as placement
agent, a percentage of the Put Amount on each draw toward the fee as outlined in
the Placement Agent Agreement. The Investor shall have no obligation with
respect to any fees or with respect to any claims made by or on behalf of other
persons or entities for fees of a type contemplated in this Section that may be
due in connection with the transactions contemplated by the Equity Line
Transaction Documents. The Company shall indemnify and hold harmless the
Investor, their employees, officers, directors, agents, and partners, and their
respective affiliates, from and against all claims, losses, damages, costs
(including the costs of preparation and attorney's fees) and expenses incurred
in respect of any such claimed or existing fees, as such fees and expenses are
incurred.

     

    (N) 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, as the parties mutually
agree that each has had a full and fair opportunity to review this Agreement and
seek the advice of counsel on it.

     

    (O) REMEDIES.
The Investor shall have all rights and remedies set forth in this Agreement and
the Registration Rights Agreement and all rights and remedies which such holders
have been granted at any time under any other agreement or contract and all of
the rights which the Investor has by law. Any person having any rights under any
provision of this Agreement shall be entitled to enforce such rights
specifically (without posting a bond or other security), to recover damages by
reason of any default or breach of any provision of this Agreement, including
the recovery of reasonable attorneys fees and costs, and to exercise all other
rights granted by law.

     

    (P)
PAYMENT SET ASIDE. To the extent that the Company makes a payment or payments to
the Investor hereunder or under the Registration Rights Agreement or the
Investor enforces or exercises its rights hereunder or thereunder, and
such

    


     

    
      
        BUYER
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    payment
or payments or the proceeds of such enforcement or exercise or any part thereof
are subsequently invalidated, declared to be fraudulent or preferential, set
aside, recovered from, disgorged by or are required to be refunded, repaid or
otherwise restored to the Company, a trustee, receiver or any other person under
any law (including, without limitation, any bankruptcy law, state or federal
law, common law or equitable cause of action), then to the extent of any such
restoration the obligation or part thereof originally intended to be satisfied
shall be revived and continued in full force and effect as if such payment had
not been made or such enforcement or setoff had not occurred.

     

    (Q)
PRICING OF COMMON STOCK. For purposes of this Agreement, the bid price of the
Common Stock shall be as reported on Bloomberg.

     

    SECTION
13. NON-DISCLOSURE OF NON-PUBLIC INFORMATION.

     

    (a) The
Company shall not disclose non-public information to the Investor, its advisors,
or its representatives.

     

    (b) Nothing
herein shall require the Company to disclose non-public information to the
Investor or its advisors or representatives, and the Company represents that it
does not disseminate non-public information to any investors who purchase stock
in the Company in a public offering, to money managers or to securities
analysts, provided, however, that notwithstanding anything herein to the
contrary, the Company will, as hereinabove provided, immediately notify the
advisors and representatives of the Investor and, if any, underwriters, of any
event or the existence of any circumstance (without any obligation to disclose
the specific event or circumstance) of which it becomes aware, constituting non-
public information (whether or not requested of the Company specifically or
generally during the course of due diligence by such persons or entities),
which, if not disclosed in the prospectus included in the Registration Statement
would cause such prospectus to include a material misstatement or to omit a
material fact required to be stated therein in order to make the statements,
therein, in light of the circumstances in which they were made, not misleading.
Nothing contained in this Section 13 shall be construed to mean that such
persons or entities other than the Investor (without the written consent of the
Investor prior to disclosure of such information) may not obtain non-public
information in the course of conducting due diligence in accordance with the
terms of this Agreement and nothing herein shall prevent any such persons or
entities from notifying the Company of their opinion that based on such due
diligence by such persons or entities, that the Registration Statement contains
an untrue statement of material fact or omits a material fact required to be
stated in the Registration Statement or necessary to make the statements
contained therein, in light of the circumstances in which they were made, not
misleading.

     

     

    
      
        BUYER
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    ARTICLE
14 ACKNOWLEDGEMENTS OF THE PARTIES.

     

    Notwithstanding
anything in this Agreement to the contrary, the parties hereto hereby
acknowledge and agree to the following: (i) the Investor makes no
representations or covenants that it will not engage in trading in the
securities of the Company, other than the Investor will not sell short the
Company's common stock at any time during this Agreement; (ii) the Company
shall, by 8:30 a.m. Boston Time on the trading day following the date hereof,
file a current report on Form 8-K disclosing the material terms of the
transactions contemplated hereby and in the other Equity Line Transaction
Documents; (iii) the Company has not and shall not provide material non-public
information to the Investor unless prior thereto the Investor shall have
executed a written agreement regarding the confidentiality and use of such
information; and (iv) the Company understands and confirms that the Investor
will be relying on the acknowledgements set forth in clauses (i) through (iii)
above if the Investor effects any transactions in the securities of the
Company.

    


     

    
      
        BUYER
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    SIGNATURE
PAGE OF INVESTMENT AGREEMENT

     

    Your
signature on this Signature Page evidences your agreement to be bound by the
terms and conditions of the Investment Agreement and the Registration Rights
Agreement as of the date first written above.

     

    The
undersigned signatory hereby certifies that he has read and understands the
Investment Agreement, and the representations made by the undersigned in this
Investment Agreement are true and accurate, and agrees to be bound by its
terms.

     

    DUTCHESS
PRIVATE EQUITIES FUND, LTD.

     

    
      	
              By:

            	 


    

    
      	
               
      

            	
              Douglas
      H. Leighton, Director

            


    

     

    BUYER
GROUP INTERNATIONAL, INC.

     

     

    
      
        	
                By:
      /s/ David
      Bryant, President

              	 


      

      
        	
                 
      

              	
                      
                  David
      Bryant, President

                

              


      

       

    

     

    


     

    
      
        BUYER
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    LIST
OF EXHIBITS

     

    EXHIBIT
A                          Registration
Rights Agreement

    EXHIBIT
B                           Opinion
of Company's Counsel

    EXHIBIT
C                           Put
Notice

    EXHIBIT
D                           Put
Settlement Sheet

     

     

     

    
      
        BUYER
GROUP INTL, INC.INVESTMENT.AGREEMENT.JUNE.2008

         

      

      
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    LIST
OF SCHEDULES

     

    Schedule
4(a) Subsidiaries

     

     

     

     

     

     

    
      
        BUYER
GROUP INTL, INC.INVESTMENT.AGREEMENT.JUNE.2008

         

      

      
        33

        
          
 

      

      
         

      

    

     

     

    
      
        

      

    

    EXHIBIT
A

     

     

     

     

     

     

     

     

    
      
        BUYER
GROUP INTL, INC.INVESTMENT.AGREEMENT.JUNE.2008

         

      

      
        34

        
          
 

      

      
         

      

    

     

     

    
      
        

      

    

    EXHIBIT
B

     

    FORM OF
NOTICE OF EFFECTIVENESS

    OF
REGISTRATION STATEMENT

     

     

    Date                   


    [TRANSFER
AGENT]

     

    Re:    Buyer
Group International, Inc.

     

    Ladies
and Gentlemen:

     

    We are
counsel to Buyer
Group International, Inc., a Nevada corporation (the "Company"), and have
represented the Company in connection with that certain Investment Agreement
(the "Investment Agreement") entered into by and among the Company
and  (the "Investor") pursuant to which the

     

    Company
has agreed to issue to the Investor shares of the Company's common stock, $.001
par value per share (the "Common Stock") on the terms and conditions set forth
in the Investment Agreement. Pursuant to the Investment Agreement, the Company
also has entered into a Registration Rights Agreement with the Investor (the
"Registration Rights Agreement") pursuant to which the Company agreed, among
other things, to register the Registrable Securities (as defined in the
Registration Rights Agreement), including the shares of Common Stock issued or
issuable under the Investment Agreement under the Securities Act of 1933, as
amended (the "1933 Act"). In connection with the Company's obligations
under the Registration Rights Agreement, on , 2006, the Company
filed a Registration Statement on Form S- (File No. 333- ) (the "Registration
Statement") with the Securities and Exchange Commission (the "SEC") relating to
the Registrable Securities which names the Investor as a selling shareholder
thereunder.

     

    In
connection with the foregoing, we advise you that [a member of the SEC's staff
has advised us by telephone that the SEC has entered an order declaring the
Registration Statement effective] [the
Registration Statement has become effective] under the 1933 Act at [enter
the time of effectiveness] on [enter
the date of effectiveness] and to the best of our knowledge, after
telephonic inquiry of a member of the SEC’s staff, no stop order suspending its
effectiveness has been issued and no proceedings for that purpose are pending
before, or threatened by, the SEC and the Registrable Securities are available
for resale under the 1933 Act pursuant to the Registration
Statement.

     

    Very
truly yours, 

     

    [Company
Counsel]

     

     

     

     

     

     

    
      
        BUYER
GROUP INTL, INC.INVESTMENT.AGREEMENT.JUNE.2008

         

      

      
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    EXHIBIT
C

     

    Date:

     

    RE: Put
Notice Number

     

    Dear Mr.
Leighton,

     

    This is
to inform you that as of today, Buyer Group International, Inc., a Nevada
corporation (the "Company"), hereby elects to exercise its right pursuant to the
Investment Agreement to require Dutchess Private Equities Fund, Ltd. to purchase
shares of its common stock. The Company hereby certifies that:

     

    The
amount of this put is $                             .

     

    The
Pricing Period runs from                      until          
     .

     

    The
current number of shares issued and outstanding as of the Company
are:

                                                                                        


     

    The
number of shares currently available for issuance on the SB-2 for the Equity
Line are:

                                                                                       


     

     

    Regards,

     

     

    David
Bryant, President

    Buyer
Group International, Inc.

     

     

     

    
      
        BUYER
GROUP INTL, INC.INVESTMENT.AGREEMENT.JUNE.2008

         

      

      
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    EXHIBIT
D

    PUT
SETTLEMENT SHEET

     

    Date:

     

    Dear Mr.
Bryant,

     

    Pursuant
to the Put given by Buyer Group International, Inc., to Dutchess Private
Equities Fund, Ltd. on  200_, we are now submitting the

     

    amount of
common shares for you to issue to Dutchess.

     

    Please
have a certificate bearing no restrictive legend
totaling                                                                                                                                 

     

    shares
issued to Dutchess Private Equities Fund, Ltd. immediately and send via DWAC to
the following account:

     

    XXXXXX

     

    If not
DWAC eligible, please send FedEx Priority Overnight to:

     

    XXXXXX

     

    Once
these shares are received by us, we will have the funds wired to the
Company.

     

    Regards,

     

    Douglas
H. Leighton

     

     

    
      
        BUYER
GROUP INTL, INC.INVESTMENT.AGREEMENT.JUNE.2008

         

      

      
        37

        
          
 

      

      
         

      

    

     

     

    DATE. . .
.. . . . . . . . . . . . . . . . . . PRICE

     

    Date of
Day 1 . . . . . . . . . . . . . . . . Closing Bid of Day 1 

    Date of
Day 2 . . . . . . . . . . . . . . . . Closing Bid of Day 2 

    Date of
Day 3 . . . . . . . . . . . . . . . . Closing Bid of Day 3 

    Date of
Day 4 . . . . . . . . . . . . . . . . Closing Bid of Day 4 

    Date of
Day 5 . . . . . . . . . . . . . . . . Closing Bid of Day 5

     

    LOWEST 1
(ONE) CLOSING BID IN PRICING PERIOD

     

    PUT
AMOUNT

     

    AMOUNT
WIRED TO COMPANY

     

    PURCHASE
PRICE (93)% (NINETY-THREE PERCENT))

     

    AMOUNT OF SHARES
DUE                 


     

     

    
       

    

    The
undersigned has completed this Put as of this           th
day of               
200         
..

     

    BUYER
GROUP INTERNATIONAL, INC.

     

     

    David
Bryant, President

     

     

     

     

    
      
        BUYER
GROUP INTL, INC.INVESTMENT.AGREEMENT.JUNE.2008

         

      

      
        38

        
          
 

      

      
         

      

    

     

     

    
      
        

      

    

    SCHEDULE
4(c) CAPITALIZATION

     

     

     

     

     

     

     

    
      
        BUYER
GROUP INTL, INC.INVESTMENT.AGREEMENT.JUNE.2008

         

      

      
        39

        
          
 

      

      
         

      

    

     

     

    
      
        

      

    

    SCHEDULE
4(e) CONFLICTS

     

     

     

     

     

     

     

    
      
        BUYER
GROUP INTL, INC.INVESTMENT.AGREEMENT.JUNE.2008

         

      

      
        40

        
          
 

      

      
         

      

    

     

     

     

    
      
        

      

    

    SCHEDULE
4(g) MATERIAL CHANGES

     

     

     

     

     

     

     

     

    
      
        BUYER
GROUP INTL, INC.INVESTMENT.AGREEMENT.JUNE.2008

         

      

      
        41

        
          
 

      

      
         

      

    

     

     

     

      
        
 

    

    SCHEDULE
4(h) LITIGATION

     

     

     

     

     

     

     

    
      
        BUYER
GROUP INTL, INC.INVESTMENT.AGREEMENT.JUNE.2008

         

      

      
        42

        
          
 

      

      
         

      

    

     

     

     

      
        
 

    

    SCHEDULE
4(l) INTELLECTUAL PROPERTY

     

     

     

     

     

     

     

    
      
        BUYER
GROUP INTL, INC.INVESTMENT.AGREEMENT.JUNE.2008

         

      

      
        43

        
          
 

      

      
         

      

    

     

     

     

    
      
        

      

    

    SCHEDULE
4(n) LIENS

     

     

     

     

     

     

     

    
      
        BUYER
GROUP INTL, INC.INVESTMENT.AGREEMENT.JUNE.2008

         

      

      
        44

        
          
 

      

      
         

      

    

     

     

    
      
        

      

    

    SCHEDULE
4(t) CERTAIN TRANSACTIONS

     

     

     

     

     

     

    BUYER
GROUP INTL, INC.INVESTMENT.AGREEMENT.JUNE.2008

     

     

    45