NEAH
      POWER SYSTEMS, INC.

     

    SERIES
      A PREFERRED STOCK PURCHASE AGREEMENT

     

    June
      18, 2008

     

     

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    



    NEAH
      POWER SYSTEMS, INC.

     

    SERIES
      A PREFERRED STOCK PURCHASE AGREEMENT

     

    This
      Series A Preferred Stock Purchase Agreement (this
      “Agreement”)
      is
      made and entered into as of June 18, 2008, by and among Neah Power Systems,
      Inc., a Nevada corporation (the “Company”),
      and
      the persons identified on the signature block hereto (collectively, the
“Purchasers”).

     

    RECITALS

     

    Whereas,
      the
      Company has authorized the sale and issuance of not less than 7,500,000 shares
      (the “Shares”)
      of its
      Series A Preferred Stock, par vgalue $0.001 per share (the “Series
      A Preferred Stock”
or
      the
“Shares”),
      at a
      price of $0.04 per share; and

     

    Whereas,
      the
      Company desires to use the proceeds from the sale of the Series A Preferred
      Stock for working capital purposes; and

     

    Whereas,
      the
      Purchaser desires to purchase the Series A Preferred Stock on the terms and
      conditions set forth herein; and

     

    Whereas,
      the
      Company desires to issue and sell the Series A Preferred Stock to Purchaser
      on
      the terms and conditions set forth herein.

     

    AGREEMENT

     

    Now,
      Therefore,
      in
      consideration of the foregoing recitals and the mutual promises,
      representations, warranties, and covenants hereinafter set forth and for other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows:

     

     

    ARTICLE
      I

     

    DEFINITIONS

     

    1.1 Definitions.
      In
      addition to the terms defined elsewhere in this Agreement, for all purposes
      of
      this Agreement, the following terms shall have the meanings indicated in this
      Section 1.1: 

     

    “Affiliate”
      means,
      with respect to any Person, any other Person that, directly or indirectly
      through one or more intermediaries, Controls, is controlled by or is under
      common control with such Person. With respect to a Purchaser, any investment
      fund or managed account that is managed on a discretionary basis by the same
      investment manager as such Purchaser will be deemed to be an Affiliate of such
      Purchaser. 

     

    “Business
      Day”
      means
      a
      day, other than a Saturday, Sunday or federal holiday. 

     

    
      
         

      

      
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    “Closing”
      means
      the
      closing of the purchase and sale of the Shares pursuant to this Agreement.
      

     

    “Closing
      Date”
      means
      the
      date of the Closing, and shall be June 23, 2008 (or such other date and time
      as
      is mutually agreed to by the Company and each Purchaser). 

     

    "Commission”
      means
      the
      United States Securities and Exchange Commission. 

     

    “Common
      Stock”
      means
      shares of the Company’s common stock, par value $0.001 per share.

     

    “Company’s
      Knowledge”
means
      the actual knowledge of the executive officers of the Company. 

     

    “Control”
      (including the terms “controlling”, “controlled by” or “under common control
      with”) means the possession, direct or indirect, of the power to direct or cause
      the direction of the management and policies of a Person, whether through the
      ownership of voting securities, by contract or otherwise. 

     

    “Conversion
      Shares”
      means
      the
      shares of the Company’s Common Stock into which the Series A Preferred Stock
      converts at $0.0015 per share at the discretion of the Company’s Board of
      Directors.

     

    “Disclosure
      Materials”
      has
      the
      meaning set forth in Section 3.1(h). 

     

    “Environmental
      Laws”
has
      the
      meaning set forth in Section 3.1(l). 

     

    “Exchange
      Act”
      means
      the
      Securities Exchange Act of 1934, as amended, or any successor statute, and
      the
      rules and regulations promulgated thereunder. 

     

    “GAAP”
      means
      U.S. generally accepted accounting principals as applied by the Company.


     

    “Indemnified
      Person”
has
      the
      meaning set forth in Section 4.7(b). 

     

    “License
      Agreements”
has
      the
      meaning set forth in Section 3.1(r).

     

    “Lien”
      means
      any
      lien, charge, encumbrance, security interest, right of first refusal, preemptive
      right or other restrictions of any kind. 

     

    “Losses”
has
      the
      meaning set forth in Section 4.7(a). 

     

    “Material
      Adverse Effect”
      has
      the
      meaning set forth in Section 3.1(a).

     

    “Material
      Permits”
      has
      the
      meaning set forth in Section 3.1(p). 

     

    
      
         

      

      
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    “Person”
      means
      an
      individual, corporation, partnership, limited liability company, trust, business
      trust, association, joint stock company, joint venture, sole proprietorship,
      unincorporated organization, governmental authority or any other form of entity
      not specifically listed herein. 

     

    “Proceeding”
      means
      an
      action, claim, suit, investigation or proceeding (including, without limitation,
      an investigation or partial proceeding, such as a deposition), whether commenced
      or threatened in writing. 

     

    “Prohibited
      Transaction”
has
      the
      meaning set forth in Section 3.2(g). 

     

    “Purchase
      Price”
      means,
      with respect to each Purchaser, the sum of $0.04 per Share, multiplied by the
      number of Shares purchased by the Purchaser.

     

    “Purchaser
      Party”
      has
      the
      meaning set forth in Section 4.7(a). 

     

    “Regulation
      D”
      means
      Regulation D promulgated under the Securities Act by the
      Commission.

     

    “Rule 144”
      means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as
      such Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule. 

     

    “SEC
      Reports”
      has
      the
      meaning set forth in Section 3.1(h). 

     

    “Securities
      Act
      means
      the Securities Act of 1933, as amended, and the regulations promulgated by
      the
      Commission thereunder.

     

    “Secretary’s
      Certificate”
has
      the
      meaning set forth in Section 2.2(a)(vi). 

     

    “Shares”
      means
      the shares of Series A Preferred Stock, par value $0.001, of Company being
      purchased by the Purchaser pursuant to this Agreement. 

     

    “Short
      Sales”
      include,
      without limitation, all “short sales” as defined in Rule 3b-3 of the
      Exchange Act and Rule 200 promulgated under Regulation SHO under the
      Exchange Act, whether or not against the box, and all types of direct and
      indirect stock pledges, forward sale contracts, options, puts, calls, short
      sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under
      the Exchange Act) and similar arrangements (including on a total return basis),
      and sales and other transactions through non-US broker dealers or foreign
      regulated brokers having the effect of hedging the securities or investment
      made
      under this Agreement. 

     

    “Trading
      Affiliate”
has
      the
      meaning set forth in Section 3.2(g). 

     

    
      
         

      

      
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    “Trading
      Day”
      means
      a
      day on which the Series A Preferred Stock is listed or quoted on any Trading
      Market; provided,
      that in
      the event that the Series A Preferred Stock is not listed or quoted on any
      Trading Market, then Trading Day shall mean a Business Day. 

     

    “Trading
      Market”
      means
      the
      OTC Bulletin Board or other stock exchange on which the Conversion Shares are
      quoted or listed for trading on the date in question. 

     

    “Transaction
      Documents”
      means
      this Agreement, the schedules and exhibits attached hereto, and any other
      documents or agreements executed in connection with the transactions
      contemplated hereunder and incorporated herein. 

     

    “Transfer
      Agent”
means
      Corporate Stock Transfer or any successor transfer agent for the Company.


     

    ARTICLE
      II

     

    PURCHASE
      AND SALE

     

    2.1
       Closing.
      Subject
      to the terms and conditions set forth in this Agreement, at the Closing, the
      Company shall issue and sell to each Purchaser, and each Purchaser shall,
      severally and not jointly, purchase from the Company, such number of Shares
      set
      forth opposite such Purchaser’s name on the signature pages attached hereto in
      exchange for the Purchase Price. The Closing shall take place on the Closing
      Date or at such other time as the parties may agree. 

     

    2.2
       Closing
      Deliveries.
      

     

    (a)  On
      the
      Closing Date, the Company shall issue, deliver or cause to be delivered to
      each
      Purchaser the following: 

     

    (i)  This
      Agreement, duly executed by the Company; 

     

    (ii)  One
      or
      more stock certificates, with a restrictive and other legends, evidencing such
      number of Shares equal to the number set forth below such Purchaser’s name on
      the signature pages hereto under the heading “Number of Shares”, registered in
      the name of such Purchaser, or irrevocable instructions to the Transfer Agent
      to
      issue same; 

     

    (iii)
       a
      legal
      opinion of counsel to the Company, in the form of Exhibit C
      attached
      hereto, executed by such counsel and addressed to the Purchasers;
      and

     

    (iv)  a
      certificate of the Secretary of the Company (the “Secretary’s
      Certificate”),
      dated
      as of the Closing Date, certifying the resolutions adopted by the Board of
      Directors of the Company approving the transactions contemplated by this
      Agreement and the other Transaction Documents and the issuance of the Shares,
      certifying the current versions of the Articles of Incorporation and by-laws
      of
      the Company and certifying as to the signatures and authority of persons signing
      the Transaction Documents and related documents on behalf of the
      Company.

     

    
      
         

      

      
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    (b)  On
      the
      Closing Date, each Purchaser shall deliver or cause to be delivered to the
      Company the following: 

     

    (i)  this
      Agreement, duly executed by such Purchaser; 

     

    (ii)  the
      purchase price set forth below such Purchaser’s name on the signature pages
      hereto under the heading “Purchase Price,” in United States dollars and in
      immediately available funds, by wire transfer to an account designated in
      writing by the Company for such purpose, as set forth on Exhibit B-1 annexed
      hereto; 

     

    (iii)  a
      fully
      completed and duly executed Stock Certificate Questionnaire and Purchaser
      Certificate in the forms attached hereto as Exhibits
      B-1
      and
B-2.
      

     

    ARTICLE
      III

     

    REPRESENTATIONS
      AND WARRANTIES 

     

    3.1
       Representations
      and Warranties of the Company.
      The
      Company hereby represents and warrants to the Purchasers that, except as set
      forth in the SEC Reports or the Schedules delivered herewith: 

     

    (a)  Organization
      and Qualification.
      The
      Company is an entity duly incorporated, validly existing and in good standing
      under the laws of the State of Nevada, with the requisite power and authority
      to
      own or lease and use its properties and assets and to carry on its business
      as
      currently conducted. The Company is not in violation of any of the provisions
      of
      its Articles of Incorporation or bylaws. The Company is duly qualified to
      conduct business and is in good standing as a foreign corporation in each
      jurisdiction in which the nature of the business conducted or property owned
      by
      it makes such qualification necessary or appropriate, except where the failure
      to be so qualified or in good standing, as the case may be, individually or
      in
      the aggregate, have not and could not reasonably be expected to result in
      (i) a material and adverse effect on the legality, validity or
      enforceability of any Transaction Document, (ii) a material and adverse
      effect on the results of operations, assets, prospects, business or financial
      condition of the Company, or (iii) a material and adverse impairment to the
      Company’s ability to perform on a timely basis its obligations under any
      Transaction Document (a
      “Material
      Adverse Effect”).
      

     

    
      
         

      

      
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    (b)  Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and to
      consummate the transactions contemplated by each of the Transaction Documents
      to
      which it is a party and otherwise to carry out its obligations hereunder and
      thereunder. The execution and delivery of each of the Transaction Documents
      by
      the Company and the consummation by it of the transactions contemplated hereby
      and thereby (including, but not limited to, the sale and delivery of the Shares)
      have been duly authorized by all necessary corporate action on the part of
      the
      Company and no further corporate action is required by the Company, its Board
      of
      Directors or its stockholders. Each Transaction Document to which it is a party
      has been (or upon delivery will have been) duly executed by the Company and,
      when delivered in accordance with the terms hereof, will constitute the valid
      and binding obligation of the Company enforceable against the Company in
      accordance with its terms, except as such enforceability may be limited by
      applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
      or
      similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by other equitable principles of general application.
      

     

    (c)  No
      Conflicts.
      The
      execution, delivery and performance of the Transaction Documents by the Company
      and the consummation by the Company of the transactions contemplated hereby
      or
      thereby do not and will not (i) conflict with or violate any provision of
      the Company’s Articles of Incorporation or bylaws, (ii) conflict with, or
      constitute a default (or an event that with notice or lapse of time or both
      would become a default) under, or give to others any rights of termination,
      amendment, acceleration or cancellation (with or without notice, lapse of time
      or both) of, any agreement, credit facility, debt or other instrument
      (evidencing a Company debt or otherwise) or other understanding to which the
      Company is a party or by which any property or asset of the Company is bound,
      except to the extent that such conflict, default, termination, amendment,
      acceleration or cancellation right could not reasonably be expected to have
      a
      Material Adverse Effect, or (iii) result in a violation of any law, rule,
      regulation, order, judgment, injunction, decree or other restriction of any
      court or governmental authority to which the Company is subject (including
      federal and state securities laws and regulations and the rules and regulations,
      assuming the correctness of the representations and warranties made by the
      Purchasers herein, of any self-regulatory organization to which the Company
      or
      its securities are subject, or by which any property or asset of the Company
      is
      bound, except to the extent that such violation could not reasonably be expected
      to have a Material Adverse Effect. 

     

    (d)  Filings,
      Consents and Approvals.
      The
      Company is not required to obtain any consent, waiver, authorization or order
      of, give any notice to, or make any filing or registration with, any court
      or
      other federal, state, local or other governmental authority or other person
      in
      connection with the execution, delivery and performance by the Company of the
      Transaction Documents, other than (i) filings required by applicable state
      securities laws, (ii) the filing of a Notice of Sale of Securities on
      Form D with the Commission under Regulation D of the Securities Act
      and (iii) those that have been made or obtained prior to the date of this
      Agreement. 

     

    (e)  Issuance
      of the Shares and the Conversion Shares.
      The
      Shares and Conversion Shares are duly authorized and, when issued and paid
      for
      in accordance with the terms of the Transaction Documents, will be duly and
      validly issued, fully paid and nonassessable, free and clear of all liens other
      than restrictions on transfer provided for in the Transaction Documents or
      imposed by applicable securities laws and shall not be subject to preemptive
      or
      similar rights of stockholders. Assuming the accuracy of the representations
      and
      warranties of the Purchasers, the Shares will be issued in compliance with
      all
      applicable federal and state securities laws. The issue and sale of the Shares
      will not, immediately or with the passage of time, obligate the Company to
      issue
      shares of its Series A Preferred Stock or other securities to any person (other
      than the Purchasers) and will not result in a right of any holder of Company
      securities to adjust the exercise, conversion, exchange or reset price under
      such securities. 

     

    
      
         

      

      
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    (f)  Capitalization.
      The
      approximate aggregate number of shares and type of all authorized, issued and
      outstanding classes of capital stock, options and other securities of the
      Company (whether or not presently convertible into or exercisable or
      exchangeable for shares of capital stock of the Company) is specified in the
      SEC
      Reports (as defined below). Except as specified in the SEC Reports, no
      securities of the Company are entitled to preemptive or similar rights, and
      no
      person has any right of first refusal, preemptive right, right of participation,
      or any similar right to participate in the transactions contemplated by the
      Transaction Documents; except as specified in the SEC Reports, the Company
      has
      not issued any other options, warrants or scrip rights to subscribe to, calls
      or
      commitments of any character whatsoever relating to, or securities, rights
      or
      obligations convertible into or exchangeable for, or entered into any agreement
      giving any person any right to subscribe for or acquire, any shares of Series
      A
      Preferred Stock; except as specified in the SEC Reports, there are no contracts,
      commitments, understandings, or arrangements by which the Company is or may
      become bound to issue additional shares of the capital stock of the Company
      or
      options, securities or rights convertible into shares of capital stock of the
      Company; except for customary adjustments as a result of stock dividends, stock
      splits, combination of shares, reorganizations, recapitalizations,
      reclassifications or other similar events, there are no anti-dilution or price
      adjustment provisions contained in any security issued by the Company (or in
      any
      agreement providing rights to security holders) and the issuance and sale of
      the
      Shares will not obligate the Company to issue shares of Series A Preferred
      Stock
      or other securities to any person (other than the Purchasers) and will not
      result in a right of any holder of securities to adjust the exercise,
      conversion, exchange or reset price under such securities; the Company is not
      a
      party to, and it has no knowledge of, any agreement restricting the voting
      or
      transfer of any shares of the capital stock of the Company. 

     

    (g)  SEC
      Reports.
      The
      Common Stock of the Company is registered pursuant to Section 12(g) of the
      Exchange Act. The Company has filed all reports required to be filed by it
      under
      the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for
      the
      calendar year prior to the Closing Date (the foregoing materials being
      collectively referred to herein as the “SEC
      Reports”
      and
      together with this Agreement, the “Disclosure
      Materials”)
      on a
      timely basis or has received a valid extension of such time of filing and has
      filed any such SEC Reports prior to the expiration of any such extension. As
      of
      their respective dates, or to the extent corrected by a subsequent restatement,
      the SEC Reports complied in all material respects with the requirements of
      the
      Securities Act and the Exchange Act and the rules and regulations of the
      Commission promulgated thereunder, and none of the SEC Reports, when filed,
      contained any untrue statement of a material fact or omitted to state a material
      fact required to be stated therein or necessary in order to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading. 

     

    
      
         

      

      
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    (h)  Financial
      Statements.
      The
      financial statements of the Company included in the SEC Reports comply in all
      material respects with applicable accounting requirements and the rules and
      regulations of the Commission with respect thereto as in effect at the time
      of
      filing (or to he extent corrected by a subsequent restatement). Such financial
      statements have been prepared in accordance with GAAP applied on a consistent
      basis during the periods involved, except as may be otherwise specified in
      such
      financial statements or the notes thereto and except that unaudited financial
      statements may not contain all footnotes required by GAAP, and fairly present
      in
      all material respects the financial position of the Company and its consolidated
      subsidiaries as of and for the dates thereof and the results of operations
      and
      cash flows for the periods then ended, subject, in the case of unaudited
      statements, to normal, year-end audit adjustments. 

     

    (i)  Tax
      Matters.
      The
      Company (i) has accurately and timely prepared and filed all foreign,
      federal and state income and all other tax returns, reports and declarations
      required by any jurisdiction to which it is subject, (ii) has paid all
      material 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, with respect to which
      adequate reserves have been set aside on the books of the Company and
      (iii) 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 such claim. The Company
      has
      not waived or extended any statute of limitations at the request of any taxing
      authority. There are no outstanding tax sharing agreements or other such
      arrangements between the Company and any other corporation or entity and the
      Company is not presently undergoing any audit by a taxing authority.


     

    (j)  Environmental
      Matters.
      To the
      Company’s knowledge, the Company (i) is not in violation of any statute,
      rule, regulation, decision or order of any governmental agency or body or any
      court, domestic or foreign, relating to the use, disposal or release of
      hazardous or toxic substances or relating to the protection or restoration
      of
      the environment or human exposure to hazardous or toxic substances
      (collectively, “Environmental
      Laws”),
      (ii)
      does not own or operate any real property contaminated with any substance in
      violation of any Environmental Laws, (iii) is not liable for any off-site
      disposal or contamination pursuant to any Environmental Laws, and (iv) is
      not subject to any claim relating to any Environmental Laws; which violation,
      contamination, liability or claim has had or could reasonably be expected to
      have a Material Adverse Effect, individually or in the aggregate; and there
      is
      no pending or, to the Company’s knowledge, threatened investigation that might
      lead to such a claim. 

     

    
      
         

      

      
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    (k)  Litigation.
      There
      is no pending action which adversely affects or challenges the legality,
      validity or enforceability of any of the Transaction Documents or the Shares.
      

     

    (l)  Employment
      Matters.
      To the
      Company’s knowledge, the Company is in compliance with all federal, state, local
      and foreign laws and regulations respecting labor, employment and employment
      practices and benefits, terms and conditions of employment and wages and hours,
      except where the failure to be in compliance would not, either individually
      or
      in the aggregate, reasonably be expected to result in a Material Adverse Effect.
      The Company is not a party to any collective bargaining agreement. 

     

    (m)  Compliance.
      The
      Company, except in each case as, individually or in the aggregate, has not
      and
      could not reasonably be expected to result in a Material Adverse Effect
      (i)  is in violation of any order of any court, arbitrator or governmental
      body having jurisdiction over the Company or its properties or assets, or
      (ii) to the Company’s knowledge, is or has been in violation of any
      statute, rule or regulation of any governmental authority applicable to the
      Company. 

     

    (n)  Regulatory
      Permits.
      To the
      Company’s knowledge, the Company possesses all certificates, authorizations and
      permits issued by the federal, state, local or foreign regulatory authorities
      necessary to conduct their respective businesses as described in the SEC
      Reports, except where the failure to possess such permits, individually or
      in
      the aggregate, has not and could not reasonably be expected to result in a
      Material Adverse Effect (“Material
      Permits”),
      and
      the Company has not received any notice of proceedings relating to the
      revocation or modification of any such Material Permit. 

     

    (o)  Title
      to Assets.
      The
      Company has good and marketable title in all personal property owned by it
      that
      is material to the business of the Company, in each case free and clear of
      all
      Liens, except for Liens that do not, individually or in the aggregate, have
      or
      result in a Material Adverse Effect. 

     

    (p)  Patents
      and Trademarks.
      To the
      Company’s knowledge, the Company owns, possesses, licenses or has other rights
      to use all foreign and domestic patents, patent applications, trade and service
      marks, trade and service mark registrations, trade names, copyrights, licenses,
      inventions, trade secrets, technology, Internet domain names, know-how and
      other
      intellectual property (collectively, the “Intellectual
      Property”)
      necessary for the conduct of its business as now conducted or as proposed to
      be
      conducted; except as set forth in the SEC Reports and except where such
      violations or infringements would not reasonably be expected to result in a
      Material Adverse Effect, and (a) to the Company’s knowledge, there are no
      rights of third parties to any such Intellectual Property; (b) to the
      Company’s knowledge, there is no infringement by third parties of any such
      Intellectual Property; (c) there is no pending or, to the Company’s
      knowledge, threatened action, suit, proceeding or claim by others challenging
      the Company’s rights in or to any such Intellectual Property, and the Company is
      unaware of any facts which would form a reasonable basis for any such claim;
      (d) there is no pending or, to the Company’s knowledge, threatened action,
      suit, proceeding or claim by others challenging the validity or scope of any
      such Intellectual Property; and (e) there is no pending or, to the
      Company’s knowledge, threatened action, suit, proceeding or claim by others that
      the Company infringes or otherwise violates any patent, trademark, copyright,
      trade secret or other proprietary rights of others, and the Company is unaware
      of any other fact which would form a reasonable basis for any such claim. All
      of
      the licenses and sublicenses and consent, royalty or other agreements concerning
      Intellectual Property which are necessary for the conduct of the Company’s
      business as currently conducted to which the Company is a party or by which
      any
      of its material assets are bound (other than generally commercially available,
      non-custom, off the shelf software application programs having a retail
      acquisition price of less than $10,000 per license) (collectively, “License
      Agreements’)
      are
      valid and binding obligations of the Company and, to the Company’s knowledge,
      the other parties thereto, enforceable in accordance with their respective
      terms, except to the extent that enforcement thereof may be limited by
      applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
      conveyance or other similar laws affecting the enforcement of creditors’ rights
      generally, and there exists no event or condition which will result in a
      material violation or breach of or constitute (with or without due notice or
      lapse of time or both) a default by the Company under such License Agreement.
      

     

    
      
         

      

      
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    (q)  Insurance.
      The
      Company is insured by insurers of recognized financial responsibility against
      such losses and risks and in such amounts as are prudent and customary in the
      businesses and location in which the Company is engaged. To the Company’s
      knowledge, it will be able to renew existing insurance coverage for the Company
      as and when such coverage expires or to obtain similar coverage from similar
      insurers as may be necessary to continue its business without a significant
      increase in cost. 

     

    (r)  Transactions
      With Affiliates and Employees.
      Except
      as set forth in the SEC Reports made on or prior to the date hereof, none of
      the
      officers or directors of the Company and, to the Company’s knowledge, none of
      the employees of the Company is presently a party to any transaction with the
      Company or to a presently contemplated transaction (other than for services
      as
      employees, officers and directors) that would be required to be disclosed
      pursuant to Item 404 of Regulation S-K promulgated under the
      Securities Act. 

     

    (s)  Sarbanes
      Oxley Act.
      The
      Company is in compliance with applicable requirements of the Sarbanes Oxley
      Act
      of 2002 and applicable rules and regulations promulgated by the Commission
      thereunder, except where such noncompliance would not have, individually or
      in
      the aggregate, a Material Adverse Effect. 

     

    (t)  Private
      Placement.
      Assuming the accuracy of the Purchaser’s representations and warranties set
      forth in Section 2, no registration under the Securities Act is required
      for the offer and sale of the Shares and the Conversion Shares by the Company
      to
      the Purchasers under the Transaction Documents. The Company’s Common Stock is
      registered pursuant to Section 15(d) of the Exchange Act, and the Company has
      taken no action designed to, or which to its knowledge is likely to have the
      effect of terminating the registration of the Series A Preferred Stock under
      the
      Exchange Act, nor has the Company received any notification that the Commission
      is contemplating terminating such registration. 

     

    
      
         

      

      
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    (u)  No
      Directed Selling Efforts or General Solicitation.
      Neither
      the Company, nor any of its affiliates, nor any person acting on its or their
      behalf has conducted any “general solicitation” or “general advertising” (as
      those terms are used in Regulation D) in connection with the offer or sale
      of any of the Shares. 

     

    (v)  Investment
      Company.
      The
      Company is not required to be registered as, and is not an affiliate of, and
      immediately following the Closing will not be required to register as, an
“investment company” within the meaning of the Investment Company Act of 1940,
      as amended. 

     

    (w)  Questionable
      Payments.
      Neither
      the Company nor, to the Company’s knowledge, directors, officers, employees,
      agents or other persons acting on behalf of the Company has, in the course
      of
      its actions for, or on behalf of, the Company: (a) used any corporate funds
      for unlawful contributions, gifts, entertainment or other unlawful expenses
      relating to foreign or domestic political activity; (b) made any direct or
      indirect unlawful payments to any foreign or domestic governmental officials
      or
      employees from corporate funds; (c) violated in any material respect any
      provision of the Foreign Corrupt Practices Act of 1977, as amended or
      (d) made any other unlawful bribe, rebate, payoff, influence payment,
      kickback or other unlawful payment to any foreign or domestic government
      official or employee. 

     

    (x) Application
      of Takeover Protections.
      Except
      as described in the SEC Reports, there is no control share acquisition, business
      combination, poison pill (including any distribution under a rights agreement)
      or other similar anti-takeover provision under the Company’s charter documents
      or the laws of the State of Nevada that is or could reasonably be expected
      to
      become applicable to Purchasers as a result of the parties fulfilling their
      obligations or exercising their rights under the Transaction Documents,
      including without limitation the Company’s issuance of the Shares and the
      Purchaser’s ownership of the Shares. 

     

    3.2
       Representations
      and Warranties of the Purchaser.
      Each
      Purchaser hereby, for itself and for no other Purchaser, represents and warrants
      to the Company as follows: 

     

    (a)  Organization;
      Authority.
      If such
      Purchaser is an entity, it is duly organized, validly existing and in good
      standing under the laws of the jurisdiction of its organization with the
      requisite corporate or partnership power and authority to enter into and to
      consummate the transactions contemplated by the applicable Transaction Documents
      and otherwise to carry out its obligations hereunder and thereunder. The
      execution, delivery and performance by such Purchaser of the transactions
      contemplated by this Agreement has been duly authorized by all necessary
      corporate or, if such Purchaser is not a corporation, such partnership, limited
      liability company or other applicable like action, on the part of such
      Purchaser. This Agreement has been duly executed by such Purchaser, and when
      delivered by such Purchaser in accordance with its terms hereof, will constitute
      the valid and legally binding obligation of such Purchaser, enforceable against
      it in accordance with its terms, except as such enforceability may be limited
      by
      applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
      or
      similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by other equitable principles of general application.
      

     

    
      
         

      

      
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    (b)  Investment
      Intent.
      Such
      Purchaser understands that the Shares and Conversion Shares are “restricted
      securities” and have not been registered under the Securities Act or any
      applicable state securities law and is acquiring the Shares and the Conversion
      Shares as principal for its own account for investment purposes only and not
      with a view to or for distributing or reselling such Shares and Conversion
      Shares or any part thereof, without prejudice, however, to such Purchaser’s
      right, subject to the provisions of this Agreement, at all times to sell or
      otherwise dispose of all or any part of such Shares and Conversion Shares
      pursuant to an effective registration statement under the Securities Act or
      under an exemption from such registration and in compliance with applicable
      federal and state securities laws. Subject to the immediately preceding
      sentence, nothing contained herein shall be deemed a representation or warranty
      by such Purchaser to hold the Shares or Conversion Shares for any period of
      time. Such Purchaser is acquiring the Shares hereunder in the ordinary course
      of
      its business. Such Purchaser does not have any agreement, plan or understanding,
      directly or indirectly, with any Person to distribute any of the Shares and
      Conversion Shares. 

     

    (c)  Purchaser
      Status.
      In the
      event that at the time such Purchaser was offered the Shares, it was, and at
      the
      date hereof it is, an “accredited Purchaser” as defined in Rule 501(a) under the
      Securities Act, such Purchaser has completed Exhibit
      B-2. Such
      Purchaser is not a registered broker-dealer under Section 15 of the
      Exchange Act. 

     

    (d)  Experience
      of Such Purchaser.
      Such
      Purchaser, either alone or together with its representatives, has such
      knowledge, sophistication and experience in business and financial matters
      so as
      to be capable of evaluating the merits and risks of the prospective investment
      in the Shares, and has so evaluated the merits and risks of such investment.
      Such Purchaser is able to bear the economic risk of an investment in the Shares
      and, at the present time, is able to afford a complete loss of such investment.
      

     

    (e)  Access
      to Information.
      Such
      Purchaser acknowledges that it reviewed the Disclosure Materials and has been
      afforded (i) the opportunity to ask such questions as it has deemed
      necessary of, and to receive answers from, representatives of the Company
      concerning the terms and conditions of the offering of the Shares and the
      Conversion Shares and the merits and risks of investing in the Shares and
      Conversion Shares; (ii) access to information (other than material
      non-public information) about the Company and the Subsidiary and their
      respective financial condition, results of operations, business, properties,
      management and prospects sufficient to enable it to evaluate its investment;
      and
      (iii) the opportunity to obtain such additional information that the
      Company possesses or can acquire without unreasonable effort or expense that
      is
      necessary to make an informed investment decision with respect to the
      investment. Neither such inquiries nor any other investigation conducted by
      or
      on behalf of such Purchaser or its representatives or counsel shall modify,
      amend or affect such Purchaser’s right to rely on the truth, accuracy and
      completeness of the Disclosure Materials and the Company’s representations and
      warranties contained in the Transaction Documents. 

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    (f)  Residency.
      Such
      Purchaser has, if an entity, its principal place of business or, if an
      individual, its primary residence in the jurisdiction set forth immediately
      below such Purchaser’s name on the signature pages hereto. 

     

    (g)  Prohibited
      Trading Activities.
      Since
      the earlier to occur of (1) the time that such Purchaser was first
      contacted by the Company or any other Person regarding an investment in the
      Company and (2) the 10th
      Trading
      Day prior to the date of this Agreement, neither the Purchaser nor any Affiliate
      of such Purchaser which (x) had knowledge of the transactions contemplated
      hereby, (y) has or shares discretion relating to such Purchaser’s
      investments or trading or information concerning such Purchaser’s investments,
      including in respect of the Shares, or (z) is subject to such Purchaser’s
      review or input concerning such Affiliate’s investments or trading
      (collectively, “Trading
      Affiliates”)
      has
      directly or indirectly, nor has any Person acting on behalf of or pursuant
      to
      any understanding with such Purchaser or Trading Affiliate, effected or agreed
      to effect any transactions in the securities of the Company (including, without
      limitation, any Short Sales involving the Company’s securities) (each, a
“Prohibited
      Transaction”).
      Such
      Purchaser shall not, and shall cause its Trading Affiliates not to, engage,
      directly or indirectly, in a Prohibited Transaction or in any financial
      transaction that in any way changes the Purchaser’s or its Trading Affiliates’
economic position in the Company during the period from the date hereof until
      the later of the Effective Date or 90 days from the Closing Date. Each Purchaser
      agrees that it will not use any of the Shares or Conversion Shares acquired
      pursuant to this Agreement to cover any short position in the Shares or
      Conversion Shares. Each Purchaser acknowledges that it is aware that the
      Commission has published its position that covering a short position established
      prior to effectiveness of a resale registration statement with shares included
      in such registration statement would be a violation of Section 5 of the
      Securities Act. 

     

    (h)  Brokers
      and Finders.
      Other
      than Jesup & Lamont Capital Markets, Inc., no Person will have, as a result
      of the transactions contemplated by this Agreement, any valid right, interest
      or
      claim against or upon the Company, or any Purchaser for any commission, fee
      or
      other compensation pursuant to any agreement, arrangement or understanding
      entered into by or on behalf of the Purchaser. 

     

    (i)  Independent
      Investment Decision.
      Such
      Purchaser has independently evaluated the merits of its decision to purchase
      Shares pursuant to the Transaction Documents, and such Purchaser confirms that
      it has not relied on the advice of any other Purchaser’s business and/or legal
      counsel in making such decision. Such Purchaser understands that nothing in
      this
      Agreement or any other materials presented by or on behalf of the Company to
      the
      Purchaser in connection with the purchase of the Shares constitutes legal,
      tax
      or investment advice. Such Purchaser has consulted such legal, tax and
      investment advisors as it, in its sole discretion, has deemed necessary or
      appropriate in connection with its purchase of the Shares. 

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    The
      Company acknowledges and agrees that no Purchaser has made or makes any
      representations or warranties with respect to the transactions contemplated
      hereby other than those specifically set forth in this Section 3.2.


     

    ARTICLE
      IV

     

    OTHER
      AGREEMENTS OF THE PARTIES 

     

    4.1
       (a)
       Compliance
      with Laws.
      Notwithstanding any other provision of this Article IV, each Purchaser
      covenants that the Shares and Conversion Shares may only be disposed of pursuant
      to an effective registration statement under, and in compliance with the
      requirements of, the Securities Act, or pursuant to an available exemption
      from,
      or in a transaction not subject to, the registration requirements of the
      Securities Act, and in compliance with any applicable state and federal
      securities laws. In connection with any transfer of the Shares or the Conversion
      Shares other than pursuant to an effective registration statement, pursuant
      to
      Rule 144(b) or in connection with a pledge as contemplated in
      Section 4.1(b), except as otherwise provided herein, the transferor will
      provide to the Company an opinion of counsel selected by the transferor, which
      counsel and the form and substance of which opinion shall be reasonably
      satisfactory to the Company and its legal counsel, to the effect that such
      transfer does not require registration of such transferred Shares under the
      Securities Act. Notwithstanding the foregoing, the Company hereby consents
      to
      and agrees to register on the books of the Company and with its transfer agent,
      without any such legal opinion, except to the extent that the transfer agent
      requests such legal opinion, any transfer of Shares by a Purchaser to an
      Affiliate of such Purchaser, provided that the transferee agrees to the terms
      and conditions of the Shares, certifies to the Company that it is an “accredited
      Purchaser” as defined in Rule 501(a) under the Securities Act and provided that
      such Affiliate does not request any removal of any existing legends on any
      certificate evidencing the Shares. 

     

    (b)  Legends.
      Certificates evidencing the Shares and Conversion Shares will contain the
      following legend, until such time as they are not required under
      Section 4.1(c): 

     

    THESE
      SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
      OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS OR BLUE SKY LAWS. 

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    The
      Company acknowledges and agrees that a Purchaser may from time to time pledge,
      and/or grant a security interest in some or all of the legended Shares and
      Conversion Shares, in compliance with applicable securities laws, pursuant
      to a
      bona fide margin agreement in connection with a bona fide margin loan. Such
      a
      pledge would not be subject to approval or consent of the Company and no legal
      opinion of legal counsel to the pledgee, secured party or pledgor shall be
      required in connection with the pledge, but such legal opinion shall be required
      in connection with a subsequent transfer or foreclosure following default by
      the
      Purchaser transferee of the pledge. No notice shall be required of such pledge
      but Purchaser’s transferee shall promptly notify the Company of the pledge. Each
      Purchaser acknowledges that the Company shall not be responsible for any pledges
      relating to, or the grant of any security interest in, any of the Shares or
      Conversion Shares or for any agreement, understanding or arrangement between
      any
      Purchaser and its pledgee or secured party. Provided that the Company is in
      compliance with the terms of this Section 4.1(b), the Company’s
      indemnification obligations pursuant to this Agreement shall not extend to
      any
      Proceeding or Losses arising out of or related to this Section 4.1(b).


     

    (c)  Removal
      of Legends.
      The
      Company agrees to reissue certificates representing any of the Shares, without
      the legend set forth above (i) following any sale of such Shares pursuant
      to Rule 144 (assuming the transferor is not an affiliate of the Company),
      (ii) if such Shares are eligible for sale under Rule 144(b) (to the extent
      that the applicable Purchaser provides a certification or legal opinion to
      the
      Company to that effect), or (iii) if such legend is not required under
      applicable requirements of the Securities Act (including controlling judicial
      interpretations and pronouncements issued by the Commission). The Company also
      will issue cause to be prepared a reasonably acceptable opinion of counsel
      to
      the extent required by Section 4.1(a), and to have reissued a certificate
      representing such Shares that is free from all restrictive and other legends.
      The Company may not make any notation on its records or give instructions to
      the
      Transfer Agent that enlarge the restrictions on transfer set forth in this
      Section. 

     

    (d)  Acknowledgement.
      Each
      Purchaser hereunder acknowledges its primary responsibilities under the
      Securities Act and accordingly will not sell the Shares or Conversion Shares
      or
      any interest therein without complying with the requirements of the Securities
      Act. To provide further assurance in connection with de-legending, each
      Purchaser hereunder commits that it will continue to hold the Shares and
      Conversion Shares in its own name, and not in the name of a nominee, until
      such
      time as the shares are duly and properly sold in compliance with all relevant
      securities laws. Both the Company and its transfer agent, and their respective
      directors, officers, employees and agents, may rely on this subsection
      (d) and each Purchaser hereunder will indemnify and hold harmless each of
      such persons from any breaches or violations of this paragraph. 

     

    4.2 Furnishing
      of Information.
      As long
      as any Purchaser owns the Shares and Conversion Shares, the Company covenants
      to
      timely file (or obtain extensions in respect thereof and file within the
      applicable grace period) all reports required to be filed by the Company after
      the date hereof pursuant to the Exchange Act. As long as any Purchaser owns
      Shares or Conversion Shares, if the Company is not required to file reports
      pursuant to such laws, it will prepare and furnish to the Purchasers and make
      publicly available in accordance with Rule 144(c) such information as is
      required for the Purchasers to sell the Shares under Rule 144. The Company
      further covenants that it will take such further action as any holder of Shares
      or Conversion Shares may reasonably request, all to the extent required from
      time to time to enable such Person to sell the Shares or Conversion Shares
      without registration under the Securities Act within the limitation of the
      exemptions provided by Rule 144. 

     

    
      
         

      

      
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    4.3
       No
      Integration.
      The
      Company shall not, and shall use its best efforts to ensure that no Affiliate
      of
      the Company shall, sell, offer for sale or solicit offers to buy or otherwise
      negotiate in respect of any security (as defined in Section 2 of the
      Securities Act) that will be integrated with the offer or sale of the Shares
      in
      a manner that would require the registration under the Securities Act of the
      sale of the Shares to the Purchasers, or that will be integrated with the offer
      or sale of the Shares for purposes of the rules and regulations of any Trading
      Market. 

     

    4.4
       Indemnification. 

     

    (a)  Indemnification
      of Purchasers.
      In
      addition to the indemnity provided in the Registration Rights Agreement, the
      Company will indemnify and hold the Purchasers and their directors, officers,
      shareholders, partners, employees and agents (each, a “Purchaser
      Party”)
      harmless from any and all losses, liabilities, obligations, claims,
      contingencies, damages, costs and expenses, including all judgments, amounts
      paid in settlements, court costs and reasonable attorneys’ fees and costs of
      investigation (collectively, “Losses”)
      that
      any such Purchaser Party may suffer or incur as a result of or relating to
      any
      material misrepresentation, breach or inaccuracy of any representation,
      warranty, covenant or agreement made by the Company in any Transaction Document.
      In addition to the indemnity contained herein, the Company will reimburse each
      Purchaser Party for its reasonable legal and other expenses (including the
      cost
      of any investigation, preparation and travel in connection therewith) incurred
      in connection therewith, as such expenses are incurred. If and to the extent
      that such indemnification is unenforceable for any reason, the Company shall
      make the maximum contribution to the payment and satisfaction of such losses
      permissible under applicable law. 

     

    (b)  Conduct
      of Indemnification Proceedings.
      Promptly
      after receipt by any Person (the “Indemnified
      Person”)
      of
      notice of any demand, claim or circumstances which would or might give rise
      to a
      claim or the commencement of any action, proceeding or investigation in respect
      of which indemnity may be sought pursuant to Section 4.7(a),
      such
      Indemnified Person shall promptly notify the Company in writing and the Company
      shall assume the defense thereof, including the employment of counsel reasonably
      satisfactory to such Indemnified Person, and shall assume the payment of all
      fees and expenses; provided,
      however,
      that
      the failure of any Indemnified Person so to notify the Company shall not relieve
      the Company of its obligations hereunder except to the extent that the Company
      is actually and materially prejudiced by such failure to notify. In any such
      proceeding, any Indemnified Person shall have the right to retain its own
      counsel, but the fees and expenses of such counsel shall be at the expense
      of
      such Indemnified Person unless: (i) the Company and the Indemnified Person
      shall have mutually agreed to the retention of such counsel; or (ii) in the
      reasonable judgment of counsel to such Indemnified Person representation of
      both
      parties by the same counsel would be inappropriate due to actual or potential
      differing interests between them. The Company shall not be liable for any
      settlement of any proceeding effected without its written consent, which consent
      shall not be unreasonably withheld, delayed or conditions, but if settled
      without such consent, or if there be a final judgment for the plaintiff, the
      Company shall indemnify and hold harmless such Indemnified Person from and
      against any Losses by reason of such settlement or judgment. Without the prior
      written consent of the Indemnified Person, the Company shall not effect any
      settlement of any pending or threatened proceeding in respect of which any
      Indemnified Person is or could have been a party and indemnity could have been
      sought hereunder by such Indemnified Party, unless such settlement includes
      an
      unconditional release of such Indemnified Person from all liability arising
      out
      of such proceeding. 

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    4.5
       Use
      of
      Proceeds.
      The
      Company intends to use the net proceeds from the sale of the Shares hereunder
      for working capital and general corporate purposes and not to redeem any Series
      A Preferred Stock. 

     

    ARTICLE
      V

     

    CONDITIONS
      PRECEDENT TO CLOSING

     

    5.1
       Conditions
      Precedent to the Obligations of the Purchasers to Purchase
      Shares.
      The
      obligation of each Purchaser to acquire Shares at the Closing is subject to
      the
      fulfillment to such Purchase’s satisfaction, on or prior to the Closing Date, of
      each of the following conditions, any of which may be waived by such Purchaser
      (as to itself only): 

     

    (a)  Representations
      and Warranties.
      The
      representations and warranties made by the Company in Section 3.1 hereof
      shall be true and correct in all material respects as of the date when made
      and
      as of the Closing Date, as though made on and as of such date; 

     

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

     

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

     

    (d)  Consents.
      The
      Company shall have obtained in a timely fashion any and all consents, permits,
      approvals, registrations and waivers necessary or appropriate for consummation
      of the purchase and sale of the Shares, and all of which shall be and remain
      so
      long as necessary in full force and effect; 

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

    (e)  No
      Suspensions of Trading in Common Stock; Listing.
      Trading
      in the Common Stock shall not have been suspended by the Commission or any
      Trading Market (except for any suspensions of trading of not more than one
      Trading Day solely to permit dissemination of material information regarding
      the
      Company) at any time since the date of execution of this Agreement, and the
      Common Stock shall have been at all times since such date listed for trading
      on
      a Trading Market; 

     

    (f)  Company
      Deliverables.
      The
      Company shall have delivered the items set forth in Section 2.2(a); and


     

    (g)  Compliance
      Certificate.
      The
      Company shall have delivered to each Purchaser a certificate, dated as of the
      Closing Date and signed by its Chief Executive Officer or its Chief Financial
      Officer, dated as of the Closing Date, certifying to the fulfillment of the
      conditions specified in Sections 5.1(a), (b), (c), (d), (e) and (f).


     

    5.2
       Conditions
      Precedent to the Obligations of the Company to Sell Shares.
      The
      Company’s obligation to sell and issue the Shares at the Closing is subject to
      the fulfillment to the satisfaction of the Company on or prior to the Closing
      Date of the following conditions, any of which may be waived by the Company:
      

     

    (a)  Representations
      and Warranties.
      The
      representations and warranties made by the Purchasers in Section 3.2 hereof
      shall be true and correct in all material respects as of the date when made,
      and
      as of the Closing Date as though made on and as of such date; 

     

    (b)  Performance.
      The
      Purchaser shall have performed, satisfied and complied in all material respects
      with all covenants, agreements and conditions required by the Transaction
      Documents to be performed, satisfied or complied with by the Purchaser at or
      prior to the Closing; 

     

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

     

    (d)  Purchasers
      Deliverables.
      Each
      Purchaser shall have delivered the items set forth in Section 2.2(b).


     

    ARTICLE
      VI

     

    MISCELLANEOUS

     

    6.1
       Fees
      and Expenses.
      The
      Company and the Purchasers shall each pay the fees and expenses of their
      respective advisers, counsel, accountants and other experts, if any and all
      other expenses incurred by such party in connection with the negotiation,
      preparation, execution, delivery and performance of this Agreement. The Company
      shall pay all Transfer Agent fees, stamp taxes and other taxes and duties levied
      in connection with the sale and issuance of the Shares.

     

    
      
         

      

      
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    6.2
       Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given and effective
      on the earliest of (a) the date of transmission, if such notice or
      communication is delivered via facsimile, email (provided the sender receives
      a
      machine-generated confirmation of successful transmission) at the facsimile
      number specified in this Section prior to 5:00 p.m. (Pacific time) on a Trading
      Day, (b) the next Trading Day after the date of transmission, if such
      notice or communication is delivered via facsimile at the facsimile number
      specified in this Section on a day that is not a Trading Day or later than
      5:00
      p.m. (Pacific time) on any Trading Day, (c) the Trading Day following the
      date of mailing, if sent by U.S. nationally recognized overnight courier
      service, or (d) upon actual receipt by the party to whom such notice is
      required to be given. The address and facsimile numbers for such notices and
      communications are those set forth on the signature pages hereof, or such other
      address or facsimile number as may be designated in writing hereafter, in the
      same manner, by any such Person. Copies of any notices or other communications
      or deliveries to the Company shall be sent to: 

     

    Neah
      Power Systems, Inc.

    22118
      20th Ave. SE, Suite 142

    Bothell,
      Washington 98021

    Facsimile
      No.: (425) 483-8454

    Attention:
      Purchaser Relations

     

    with
      a
      copy (for informational purposes only) to: 

     

    Seyfarth
      Shaw LLP

    815
      Connecticut Avenue, N.W., Suite 500

    Washington,
      D.C. 20006 

    Facsimile
      No.: (202) 641-9260

    Attention:
      Ernest M. Stern, Esq. 

     

    6.3
       Amendments;
      Waivers; No Additional Consideration.
      No
      provision of this Agreement may be waived or amended except in a written
      instrument signed, in the case of an amendment, by the Company and each of
      the
      Purchasers or, in the case of a waiver, by the party against whom enforcement
      of
      any such waiver is sought. No waiver of any default with respect to any
      provision, condition or requirement of this Agreement shall be deemed to be
      a
      continuing waiver in the future or a waiver of any subsequent default or a
      waiver of any other provision, condition or requirement hereof, nor shall any
      delay or omission of either party to exercise any right hereunder in any manner
      impair the exercise of any such right. No consideration shall be offered or
      paid
      to any Purchaser to amend or consent to a waiver or modification of any
      provision of any Transaction Document unless the same consideration is also
      offered to all Purchasers who then hold Shares. 

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

     

    6.4
       Construction.
      The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof. 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. This Agreement shall be
      construed as if drafted jointly by the parties, and no presumption or burden
      of
      proof shall arise favoring or disfavoring any party by virtue of the authorship
      of any provisions of this Agreement or any of the Transaction Documents.


     

    6.5
       Successors
      and Assigns.
      The
      provisions of this Agreement shall inure to the benefit of and be binding upon
      the parties and their successors and permitted assigns. This Agreement, or
      any
      rights or obligations hereunder, may not be assigned by the Company without
      the
      prior written consent of the Purchasers. Any Purchaser may assign its rights
      hereunder in whole or in part to any Person to whom such Purchaser assigns
      or
      transfers any Shares in compliance with this Agreement and applicable law,
      provided such transferee shall agree in writing to be bound, with respect to
      the
      transferred Shares, by the terms and conditions of this Agreement that apply
      to
      the “Purchasers.” 

     

    6.6
       No
      Third-Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      successors and permitted assigns and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person, except each Purchaser Party
      is an intended third party beneficiary of Section 4.7 and may enforce the
      provisions of such Section directly against the parties with obligations
      thereunder . 

     

    6.7
       Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the State of Nevada, without regard to the principles
      of conflicts of law thereof. Nothing contained herein shall be deemed to limit
      in any way any right to serve process in any manner permitted by law. Each
      party
      hereto hereby irrevocably waives, to the fullest extent permitted by applicable
      law, any and all right to trial by jury in any legal proceeding arising out
      of
      or relating to this Agreement or the transactions contemplated hereby. If either
      party shall commence a Proceeding to enforce any provisions of a Transaction
      Document, then the prevailing party in such Proceeding shall be reimbursed
      by
      the other party for its reasonable attorney’s fees and other costs and expenses
      incurred with the investigation, preparation and prosecution of such Proceeding.
      

     

    6.8
       Survival.
      Subject
      to applicable statute of limitations, the representations, warranties,
      agreements and covenants contained herein shall survive the Closing and the
      delivery of the Shares. 

     

    6.9
       Execution.
      This
      Agreement may be executed in two or more counterparts, all of which when taken
      together 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, it being understood that both parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission, such signature shall create a valid and binding obligation of
      the
      party executing (or on whose behalf such signature is executed) with the same
      force and effect as if such facsimile signature page were an original thereof.
      

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

    6.10
       Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable in any
      respect, the validity and enforceability of the remaining terms and provisions
      of this Agreement shall not in any way be affected or impaired thereby and
      the
      parties will attempt to agree upon a valid and enforceable provision that is
      a
      reasonable substitute therefor, and upon so agreeing, shall incorporate such
      substitute provision in this Agreement. 

     

    6.11
       Replacement
      of Certificates.
      If any
      certificate or instrument evidencing any Shares is mutilated, lost, stolen
      or
      destroyed, the Company shall issue or cause to be issued in exchange and
      substitution for and upon cancellation thereof, or in lieu of and substitution
      therefor, a new certificate or instrument, but only upon receipt of evidence
      reasonably satisfactory to the Company of such loss, theft or destruction and
      the execution by the holder thereof of a customary lost certificate affidavit
      of
      that fact and an agreement to indemnify and hold harmless the Company for any
      losses in connection therewith. The applicants for a new certificate or
      instrument under such circumstances shall also pay any reasonable third-party
      costs associated with the issuance of such replacement certificates. If a
      replacement certificate or instrument evidencing any Shares is requested due
      to
      a mutilation thereof, the Company may require delivery of such mutilated
      certificate or instrument as a condition precedent to any issuance of a
      replacement. 

     

    6.12
       Remedies.
      In
      addition to being entitled to exercise all rights provided herein or granted
      by
      law, including recovery of damages, each of the Purchasers and the Company
      will
      be entitled to specific performance under the Transaction Documents. The parties
      agree that monetary damages may not be adequate compensation for any loss
      incurred by reason of any breach of obligations described in the foregoing
      sentence and hereby agrees to waive in any action for specific performance
      of
      any such obligation (other than in connection with any action for a temporary
      restraining order) the defense that a remedy at law would be adequate.


     

    6.13
       Payment
      Set Aside.
      To the
      extent that the Company makes a payment or payments to any Purchaser pursuant
      to
      any Transaction Document or a Purchaser enforces or exercises its rights
      thereunder, and such 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. 

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

    6.14
       Independent
      Nature of Purchasers’ Obligations and Rights.
      The
      obligations of each Purchaser under any Transaction Document are several and
      not
      joint with the obligations of any other Purchaser, and no Purchaser shall be
      responsible in any way for the performance of the obligations of any other
      Purchaser under any Transaction Document. The decision of each Purchaser to
      purchase Shares pursuant to the Transaction Documents has been made by such
      Purchaser independently of any other Purchaser and independently of any
      information, materials, statements or opinions as to the business, affairs,
      operations, assets, properties, liabilities, results of operations, condition
      (financial or otherwise) or prospects of the Company or the Subsidiary which
      may
      have been made or given by any other Purchaser or by any agent or employee
      of
      any other Purchaser, and no Purchaser and any of its agents or employees shall
      have any liability to any other Purchaser (or any other Person) relating to
      or
      arising from any such information, materials, statement or opinions. Nothing
      contained herein or in any Transaction Document, and no action taken by any
      Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as
      a
      partnership, an association, a joint venture or any other kind of entity, or
      create a presumption that the Purchasers are in any way acting in concert or
      as
      a group with respect to such obligations or the transactions contemplated by
      the
      Transaction Documents. Each Purchaser acknowledges that no other Purchaser
      has
      acted as agent for such Purchaser in connection with making its investment
      hereunder and that no Purchaser will be acting as agent of such Purchaser in
      connection with monitoring its investment in the Shares or enforcing its rights
      under the Transaction Documents. Each Purchaser shall be entitled to
      independently protect and enforce its rights, including without limitation
      the
      rights arising out of this Agreement or out of the other Transaction Documents,
      and it shall not be necessary for any other Purchaser to be joined as an
      additional party in any proceeding for such purpose. The Company acknowledges
      that each of the Purchasers has been provided with the same Transaction
      Documents for the purpose of closing a transaction with multiple Purchasers
      and
      not because it was required or requested to do so by any Purchaser.


     

    6.15
       Termination.
      This
      Agreement may be terminated and the sale and purchase of the Shares abandoned
      at
      any time prior to the Closing by either the Company or any Purchaser (with
      respect to itself only) upon written notice to the other, if the Closing has
      not
      been consummated on or prior to 5:00 p.m. (Pacific time) on the Outside Date;
      provided,
      however,
      that
      the right to terminate this Agreement under this Section 6.16 shall not be
      available to any Person whose failure to comply with its obligations under
      this
      Agreement has been the cause of or resulted in the failure of the Closing to
      occur on or before such time. Nothing in this Section 6.16 shall be deemed
      to release any party from any liability for any breach by such party of the
      terms and provisions of this Agreement or the other Transaction Documents or
      to
      impair the right of any party to compel specific performance by any other party
      of its obligations under this Agreement or the other Transaction Documents.
      

     

    6.16
       Entire
      Agreement.
      The
      Transaction Documents, together with the Exhibits and Schedules thereto which
      are incorporated herein by reference, contain the entire understanding of the
      parties with respect to the subject matter hereof and supersede all prior
      agreements, understandings, discussions and representations, oral or written,
      with respect to such matters, which the parties acknowledge have been merged
      into such documents, exhibits and schedules. At or after the Closing, and
      without further consideration, the Company and the Purchasers will execute
      and
      deliver to the other such further documents as may be reasonably requested
      in
      order to give practical effect to the intention of the parties under the
      Transaction Documents. 

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Stock Purchase Agreement
      to
      be duly executed by their respective authorized signatories as of the date
      first
      indicated above. 

     

    
      	 	
              NEAH
                POWER SYSTEMS, INC.

            
	 	 
	 	
              By:_____________________________________

            
	 	
              Name:___________________________________

            
	 	
              Title:____________________________________

            


    

     

    


     

     

    [SIGNATURE
      PAGES OF PURCHASERS TO FOLLOW] 

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

    
 

    PURCHASER:

     

     

    By:___________________________

     

     

    Address:
       

     

     

     

    Fax:
      (    ) 

     

    Amount
      of
      Purchase: $_______________

     

    


     

    


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


     

    EXHIBIT
      A

     

    INSTRUCTION
      SHEET FOR INVESTOR 

     

    (to
      be
      read in conjunction with the entire 

     

    Stock
      Purchase Agreement) 

     

     

    A.  Complete
      the following items in the Stock Purchase Agreement: 

     

    1.
       Complete
      and execute the Investor signature page. The Agreement must be executed by
      an
      individual authorized to bind the Investor. 

     

    2.
       Exhibit B-1
      — Stock Certificate Questionnaire: 

     

    Provide
      the information requested by the Stock Certificate Questionnaire. 

     

    3.
       Exhibit B-2
      — Purchaser
      Certificate: 

     

    Provide
      the information requested by either (a) the Certificate for Corporate,
      Partnership, Trust, Foundation and Joint Purchasers, or (b) the Certificate
      for
      Individual Purchasers. 

     

    4.
       Return,
      via facsimile, the signed Stock Purchase Agreement including the properly
      completed Exhibits B-1 and B-2, to: 

     

    Seyfarth
      Shaw LLP

    Attn:
      Ernest M. Stern, Esq.

    Facsimile
      No.: (202) 641-9260

     

    6.
       After
      completing instruction number four (4) above, deliver the original signed
      Stock Purchase Agreement including the properly completed Exhibits B-1 and
      B-2
      to: 

     

    Seyfarth
      Shaw LLP

    815
      Connecticut Avenue, N.W.

    Suite
      500

    Washington,
      D.C. 20006 

    Attn:
      Ernest M. Stern, Esq.

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

       

    

    B. Wire
      to
      the following account, immediately available funds in an amount equal to the
      Purchase Price set forth on the signature page to the Stock Purchase
      Agreement.

     

    Wire
      to:

     

    
      	
              Acct.
                Name:

            	
              Seyfarth
                Shaw LLP

            
	 	
              Client
                Fund Account

            
	
              Bank
                Name:

            	
              Northern
                Trust Co.

            
	
              ABA
                Number:

            	
              071000152

            
	
              A/C
                Number:

            	
              725269

            
	
              FBO:

            	
              Subscriber
                Name

            
	 	
              Social
                Security Number

            
	 	
              Address

            
	 	 
	Memo: 	Neah
              Power,
              Inc. Escrow


    

     

     

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

     

    EXHIBIT
      B-1

     

    NEAH
      POWER SYSTEMS, INC.

     

    STOCK
      CERTIFICATE QUESTIONNAIRE 

     

    Please
      provide us with the following information: 

     

    
      	
               

            	
               

            
	
              1.
                

            	
              The
                exact name that the Shares are to be registered in (this is the name
                that
                will appear on the stock certificate(s)). You may use a nominee name
                if
                appropriate:

            
	
               

            	
               

            
	
              2.
                

            	
              The
                relationship between the Purchaser of the Shares and the Registered
                Holder
                listed in response to item 1 above:

            
	
               

            	
               

            
	
              3.
                

            	
              The
                mailing address, telephone and telecopy number of the

              Registered
                Holder listed in response to item 1 above:

            
	
               

            	
               

            
	
              4.
                

            	
              The
                Tax Identification Number of the Registered Holder listed in

              response
                to item 1 above:

            
	 	 


    

     

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    EXHIBIT
      B-2

     

    NEAH
      POWER SYSTEMS, INC.

     

    CERTIFICATE
      FOR ACCREDITED, CORPORATE, PARTNERSHIP, 

     

    TRUST,
      FOUNDATION AND JOINT PURCHASERS 

     

    If
      the
      Purchaser is an accredited investor under Rule 501(a) of Regulation D and/or
      is
      a corporation, partnership, trust, pension plan, foundation, joint Investor
      (other than a married couple) or other entity, then the Purchaser, or an
      authorized officer, partner, or trustee if the Purchaser is an entity, must
      complete, date and sign this Certificate. 

     

    CERTIFICATE 

     

    The
      undersigned certifies that the representations and responses below are true
      and
      accurate: 

     

    (a) The
      Purchaser has been duly formed and is validly existing and has full power and
      authority to invest in the Company. The person signing on behalf of the
      undersigned has the authority to execute and deliver the Stock Purchase
      Agreement on behalf of the Purchaser and to take other actions with respect
      thereto. 

     

    (b) Indicate
      the form of entity of the undersigned: 

     

    
      	
               

            	
               

            	
               

            	 
	
                    
                

                    
                

                    

            	
               

            	
              Limited
                

              General
                

              Corporation

            	
              Partnership

              Partnership

               

            


    

     

         Revocable
      Trust (identify each grantor and indicate under what circumstances the trust
      is
      revocable by the grantor).

     

    (Continue
      on a separate piece of paper, if necessary.) 

     

         Other
      type of Trust (indicate type of trust and, for trusts other than pension trusts,
      name the grantors and beneficiaries). 

     

    (Continue
      on a separate piece of paper, if necessary.) 

     

         Other
      form of organization (indicate form of organization ( ). 

     

    (c) Indicate
      the approximate date the undersigned entity was formed: 

     

    (d)
      In
      order for the Company to offer and sell the Shares in conformance with state
      and
      federal securities laws, the following information must be obtained regarding
      your investor status. Please initial
      each category
      applicable to you as an investor in the Company. 

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    
      	
               

            	
               

            	
               

            	
                   1.
                A bank as defined in Section 3(a)(2) of the Securities Act, or any
                savings and loan association or other institution as defined in Section
                3(a)(5)(A) of the Securities Act whether acting in its individual
                or
                fiduciary capacity;

            


    

    


    
      	 	 	 	 
	
               

            	
               

            	
               

            	
                   2.
                A broker or dealer registered pursuant to Section 15 of the
                Securities Exchange Act of 1934;

            


    

    


    
      	 	 	 	 
	
               

            	
               

            	
               

            	
                   3.
                An insurance company as defined in Section 2(13) of the Securities
                Act;

            


    

    


    
      	 	 	 	 
	
               

            	
               

            	
               

            	
                   4.
                An investment company registered under the Investment Company Act
                of 1940
                or a business development company as defined in Section 2(a)(48) of
                that Act;

            


    

    


    
      	 	 	 	 
	
               

            	
               

            	
               

            	
                   5.
                A Small Business Investment Company licensed by the U.S. Small Business
                Administration under Section 301(c) or (d) of the Small Business
                Investment Act of 1958;

            


    

    


    
      	 	 	 	 
	
               

            	
               

            	
               

            	
                   6.
                A plan established and maintained by a state, its political subdivisions,
                or any agency or instrumentality of a state or its political subdivisions,
                for the benefit of its employees, if such plan has total assets in
                excess
                of $5,000,000;

            


    

    


    
      	 	 	 	 
	
               

            	
               

            	
               

            	
                   7.
                An employee benefit plan within the meaning of the Employee Retirement
                Income Security Act of 1974, if the investment decision is made by
                a plan
                fiduciary, as defined in Section 3(21) of such Act, which is either a
                bank, savings and loan association, insurance company, or registered
                investment advisor, or if the employee benefit plan has total assets
                in
                excess of $5,000,000 or, if a self-directed plan, with investment
                decisions made solely by persons that are accredited
                Purchasers;

            


    

    


    
      	 	 	 	 
	
               

            	
               

            	
               

            	
                   8.
                A private business development company as defined in Section 202(a)(22)
                of
                the Investment Advisers Act of
                1940;

            


    

    


    
      	 	 	 	 
	
               

            	
               

            	
               

            	
                   9.
                An organization described in Section 501(c)(3) of the Internal
                Revenue Code, corporation, Massachusetts or similar business trust,
                or
                partnership, not formed for the specific purpose of acquiring the
                Shares,
                with total assets in excess of
                $5,000,000;

            


    

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    
      	 	 	 	 
	
               

            	
               

            	
               

            	
                   10.
                A trust, with total assets in excess of $5,000,000, not formed for
                the
                specific purpose of acquiring the Shares, whose purchase is directed
                by a
                sophisticated person as described in Rule 506(b)(2)(ii) of the
                Exchange Act;

            


    

    


    
      	 
	
               

            	
               

            	
               

            	 	
                    11.
                An entity in which all
                of
                the equity owners qualify under any of the above subparagraphs. If
                the
                undersigned belongs to this investor category only, list the equity
                owners
                of the undersigned, and the investor category which each such equity
                owner
                satisfies:

            


    

     

    
       

      
        	 	 	 	 
	
                 

              	
                 

              	
                 

              	
                12.  I
                  am a natural person and am an Accredited Investor under Rule 501(a)
                  of
                  Regulation D on the following
                  basis:

              


      

       

      
        	 	_______	 I
                have individual net worth, or joint net worth with my spouse, at
                the time
                of this purchase in excess of $1,000,000; and/or
	 	 	 
	 	_______	
                 I
                  had an individual income in excess of $200,000 in each of the two
                  most
                  recent years or joint income with my spouse in excess of $300,000
                  in each
                  of those years and have a reasonable expectation of reaching the
                  same
                  income level in the current year.

              


      

      


    

            (Continue
      on a separate piece of paper, if necessary.) 

     

     

    
      	 	    
 
	 	
              (Name
                of Investor) [Please print/type] 

            
	 	 	 
	 	 	 
	 	
              By:

            	
                
 

            
	 	 	
              (Authorized
                Signature of Officer, Partner or Trustee) 

            
	 	 	 
	 	
              Title:

            	
                 


            


    

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    EXHIBIT
      C

     

    NEAH
      POWER SYSTEMS, INC.

     

    FORM
      OF LEGAL OPINION OF SEYFARTH SHAW LLP

     

    Based
      on
      the foregoing, and subject to the qualifications and assumptions stated herein,
      we are of the opinion that: 

     

    1.  The
      Company is a corporation validly existing and in good standing under the laws
      of
      the State of Nevada and has all requisite corporate power and authority to
      own,
      lease and operate its properties and to conduct its business as presently being
      conducted. 

     

    2.  The
      Shares and Conversion Shares to be issued by the Company pursuant to the
      Agreement have been duly authorized and, when issued and delivered in the manner
      contemplated by the Agreement, will be validly issued, fully paid and
      nonassessable, and free of preemptive rights arising under law or pursuant
      to
      the Company’s Articles of Incorporation. 

     

    3.  The
      Company has all requisite corporate power and authority to execute and deliver
      the Transaction Documents and to perform its obligations thereunder. The
      execution, delivery and performance of the Transaction Documents by the Company
      and the consummation by the Company of the transactions contemplated thereby
      have been duly authorized by all requisite corporate action on the part of
      the
      Company. 

     

    4.  The
      Agreement has been duly and validly executed and delivered by the Company and
      (assuming the due authorization, execution and delivery thereof by the
      Purchasers) constitutes the legal, valid and binding obligation of the Company,
      enforceable against it in accordance with its terms, subject to applicable
      bankruptcy, insolvency, fraudulent conveyance, reorganization, conservatorship,
      moratorium and similar laws affecting creditors’ rights and remedies generally,
      and subject, as to enforceability, to general principles of equity, including
      principles of commercial reasonableness, good faith and fair dealing
      (irrespective of whether enforcement is sought in a proceeding at law or in
      equity) and except that (A) rights to indemnification and contribution
      thereunder may be limited by federal or state securities laws or public policy
      relating thereto, and (B) no opinion is expressed herein with respect to
      Sections 6.7 and 6.8 of the Agreement

     

    5.  The
      execution and delivery by the Company of the Agreement, and the performance
      by
      the Company with its obligations thereunder, do not constitute a default under
      or violate (i) any provisions of the Articles of Incorporation or by-laws
      of the Company presently in effect or (ii) any Nevada corporate or United
      States federal law or regulation (other than federal and state securities or
      “blue sky” laws, as to which we express no opinion in this paragraph 7).


     

    6.  No
      consent, approval, waiver, license or authorization or other action by or filing
      or registration with any Nevada or United States federal public or governmental
      authority is required in connection with the valid execution and delivery by
      the
      Company of the Agreement or the consummation by the Company of the transactions
      contemplated thereby, except for filings, registrations and other actions
      required pursuant to the Securities Act of 1933, as amended, the Securities
      Exchange Act of 1934, as amended, and the respective rules and regulations
      thereunder, filings in connection with state securities or “blue sky” laws, in
      each case as to which we express no opinion in this paragraph 8, and those
      which
      already have been obtained by the Company.