ex10-1.htm


     

    
      

      

    

    


      SECURITIES
        PURCHASE AGREEMENT

       

      


       

      SECURITIES
        PURCHASE AGREEMENT (this “Agreement”), dated as of December 26,
        2007, by and among Juniper Group, Inc. a Nevada corporation, with headquarters
        located at 20283 State Road, Suite 400, Boca Raton, Florida 33498 (the
“Company”), and each of the purchasers set forth on the
        signature pages hereto (the “Buyers”).

       

      WHEREAS:

       

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

       

      B.           Buyers
        desire to purchase and the Company desires to issue and sell, upon the terms
        and
        conditions set forth in this Agreement (i) 8% convertible debentures of the
        Company, in the form attached hereto as Exhibit “A”, in the
        aggregate principal amount of One Hundred Thousand Dollars ($100,000) (together
        with any debenture(s) issued in replacement thereof or as a dividend thereon
        or
        otherwise with respect thereto in accordance with the terms thereof, the
        “Debentures”), convertible into shares of common stock, par
        value $.001 per share, of the Company (the “Common Stock”),
        upon the terms and subject to the limitations and conditions set forth in
        such
        Debentures and (ii) warrants, in the form attached hereto as Exhibit
“B”, to purchase 1,000,000 shares of Common Stock (the
“Warrants”).

       

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

       

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

       

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

       

      1.           PURCHASE
        AND SALE OF DEBENTURES AND WARRANTS.

       

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

       

      b.           Form
        of Payment.  On the Closing Date (as defined below), (i)
        each Buyer shall pay the purchase price for the Debentures and the Warrants
        to
        be issued and sold to it at the Closing (as defined below) (the
“Purchase Price”) by wire transfer of

       


      
        
           

        

        
          -
            1
            -

          
            

          

        

        
           

        

      


      c.           immediately
        available funds to the Company, in accordance with the Company’s written wiring
        instructions, against delivery of the Debentures in the principal amount
        equal
        to the Purchase Price and the number of Warrants as is set forth immediately
        below such Buyer’s name on the signature pages hereto, and (ii) the Company
        shall deliver such Debentures and Warrants duly executed on behalf of the
        Company, to such Buyer, against delivery of such Purchase Price.

       

      d.           Closing
        Date.  Subject to the satisfaction (or written waiver) of
        the conditions thereto set forth in Section 6 and Section 7 below, the date
        and
        time of the issuance and sale of the Debentures and the Warrants pursuant
        to
        this Agreement (the “Closing Date”) shall be 12:00 noon,
        Eastern Standard Time on December 26, 2007, or such other mutually agreed
        upon
        time.  The closing of the transactions contemplated by this Agreement
        (the “Closing”) shall occur on the Closing Date at such
        location as may be agreed to by the parties.

       

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

       

      a.           Investment
        Purpose.  As of the date hereof, the Buyer is purchasing
        the Debentures and the shares of Common Stock issuable upon conversion of
        or
        otherwise pursuant to the Debentures (including, without limitation, such
        additional shares of Common Stock, if any, as are issuable (i) on account
        of
        interest on the Debentures, (ii) as a result of the events described in Sections
        1.3 and 1.4(g) of the Debentures and Section 2(c) of the Registration Rights
        Agreement or (iii) in payment of the Standard Liquidated Damages Amount (as
        defined in Section 2(f) below) pursuant to this Agreement, such shares of
        Common
        Stock being collectively referred to herein as the “Conversion
        Shares”) and the Warrants and the shares of Common Stock issuable upon
        exercise thereof (the “Warrant Shares” and, collectively with
        the Debentures, Warrants and Conversion Shares, the
“Securities”) for its own account and not with a present view
        towards the public sale or distribution thereof, except pursuant to sales
        registered or exempted from registration under the 1933 Act; provided,
however, that by making the representations herein, the Buyer does
        not
        agree to hold any of the Securities for any minimum or other specific term
        and
        reserves the right to dispose of the Securities at any time in accordance
        with
        or pursuant to a registration statement or an exemption under the 1933
        Act.

       

      b.           Accredited
        Investor Status.  The Buyer is an “accredited investor”
as that term is defined in Rule 501(a) of Regulation D (an “Accredited
        Investor”).

       

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

       

      d.           Information.  The
        Buyer and its advisors, if any, have been, and for so long as the Debentures
        and
        Warrants remain outstanding will continue to be, furnished

       


      
        
           

        

        
          -
            2
            -

          
            

          

        

        
           

        

      


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

       

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

       

      g.           Transfer
        or Re-sale.  The Buyer understands that (i) except as
        provided in the Registration Rights Agreement, the sale or re-sale of the
        Securities has not been and is not being registered under the 1933 Act or
        any
        applicable state securities laws, and the Securities may not be transferred
        unless (a) the Securities are sold pursuant to an effective registration
        statement under the 1933 Act, (b) the Buyer shall have delivered to the Company
        an opinion of counsel that shall be in form, substance and scope customary
        for
        opinions of counsel in comparable transactions to the effect that the Securities
        to be sold or transferred may be sold or transferred pursuant to an exemption
        from such registration, which opinion shall be accepted by the Company, (c)
        the
        Securities are sold or transferred to an “affiliate” (as defined in Rule 144
        promulgated under the 1933 Act (or a successor rule) (“Rule
        144”)) of the Buyer who agrees to sell or otherwise transfer the
        Securities only in accordance with this Section 2(f) and who is an Accredited
        Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the
        Securities are sold pursuant to Regulation S under the 1933 Act (or a successor
        rule) (“Regulation S”), and the Buyer shall have delivered to
        the Company an opinion of counsel that shall be in form, substance and scope
        customary for opinions of counsel in corporate transactions, which opinion
        shall
        be accepted by the Company; (ii) any sale of such Securities made in reliance
        on
        Rule 144 may be made only in accordance with the terms of said Rule and further,
        if said Rule is not applicable, any re-sale of such Securities under
        circumstances in which the seller (or the person through whom the sale is
        made)
        may be deemed to be an underwriter (as that term is defined in the 1933 Act)
        may
        require compliance with some other exemption under the 1933 Act or the rules
        and
        regulations of the SEC thereunder; and (iii) neither the Company nor any
        other
        person is under any obligation to register such Securities under the 1933
        Act or
        any state securities laws or to comply with the terms and conditions of any
        exemption thereunder (in each case, other than pursuant to the Registration
        Rights Agreement).  Notwithstanding the foregoing or anything else
        contained herein to the contrary, the Securities may be pledged as collateral
        in
        connection with a bonafide margin account or other lending
        arrangement.  In the event that the Company does not accept the
        opinion of counsel provided by the Buyer with respect to the transfer of
        Securities pursuant to an exemption from registration, such as Rule 144 or
        Regulation S, within three (3) business days of delivery of the opinion to
        the
        Company, the Company shall pay to the Buyer liquidated damages of three percent
        (3%) of the outstanding amount of the Debentures per month

       


      
        
           

        

        
          -
            3
            -

          
            

          

        

        
           

        

      


      h.           plus
        accrued and unpaid interest on the Debentures, prorated for partial months,
        in
        cash or shares at the option of the Company (“Standard Liquidated
        Damages Amount”).  If the Company elects to pay the Standard
        Liquidated Damages Amount in shares of Common Stock, such shares shall be
        issued
        at the Conversion Price at the time of payment. Notwithstanding anything
        herein
        to the contrary, in the event the Company has to pay the Standards Liquidated
        Damages Amount pursuant to any provision of this Agreement, the Buyers shall
        first have to give the Company advance written notice of such breach and
        in such
        event, the Company shall have 30 days from the receipt of such notice to
        cure
        such breach before the Standard Liquidated Damages Amount shall be due and
        payable to the Buyers.

       

      i.           Legends.  The
        Buyer understands that the Debentures and the Warrants and, until such time
        as
        the Conversion Shares and Warrant Shares have been registered under the 1933
        Act
        as contemplated by the Registration Rights Agreement or otherwise may be
        sold
        pursuant to Rule 144 or Regulation S without any restriction as to the number
        of
        securities as of a particular date that can then be immediately sold, the
        Conversion Shares and Warrant Shares may bear a restrictive legend in
        substantially the following form (and a stop-transfer order may be placed
        against transfer of the certificates for such Securities):

       

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

       

      The
        legend set forth above shall be removed and the Company shall issue a
        certificate without such legend to the holder of any Security upon which
        it is
        stamped, if, unless otherwise required by applicable state securities laws,
        (a)
        such Security is registered for sale under an effective registration statement
        filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or
        Regulation S without any restriction as to the number of securities as of
        a
        particular date that can then be immediately sold, or (b) such holder provides
        the Company with an opinion of counsel, in form, substance and scope customary
        for opinions of counsel in comparable transactions, to the effect that a
        public
        sale or transfer of such Security may be made without registration under
        the
        1933 Act, which opinion shall be accepted by the Company so that the sale
        or
        transfer is effected or (c) such holder provides the Company with reasonable
        assurances that such Security can be sold pursuant to Rule 144 or Regulation
        S.  The Buyer agrees to sell all Securities, including those
        represented by a certificate(s) from which the legend has been removed, in
        compliance with applicable prospectus delivery requirements, if
        any.

       

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

       

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

       

      3.           REPRESENTATIONS
        AND WARRANTIES OF THE COMPANY.  The Company represents
        and warrants to each Buyer that:

       

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

       

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

       

      c.           Capitalization.  As
        of the date hereof, the authorized capital stock of the Company consists
        of (i)
        750,000,000 shares of Common Stock, of which 30,646,421 shares are issued
        and
        outstanding, no shares are reserved for issuance pursuant to the Company’s stock
        option plans, 4,190,000 shares are reserved for issuance pursuant to securities
        (other than the Debentures and the Warrants) exercisable for, or convertible
        into or exchangeable for shares

       


      
        
           

        

        
          -
            4
            -

          
            

          

        

        
           

        

      


      d.           of
        Common Stock and, subject to obtaining Stockholder Approval (as defined in
        Section 4(k)), 65,823,530 shares are reserved for issuance upon conversion
        of
        the Debentures and the Additional Debentures (as defined in Section 4(m))
        and
        exercise of the Warrants and the Additional Warrants (as defined in Section
        4(m)); and (ii) 875,000 shares of preferred stock, of which 25,357 shares
        are issued and outstanding.  All of such outstanding shares of capital
        stock are, or upon issuance will be, duly authorized, validly issued, fully
        paid
        and nonassessable.  No shares of capital stock of the Company are
        subject to preemptive rights or any other similar rights of the shareholders
        of
        the Company or any liens or encumbrances imposed through the actions or failure
        to act of the Company.  Except as disclosed in Schedule
        3(c), as of the effective date of this Agreement, (i) there are no
        outstanding options, warrants, scrip, rights to subscribe for, puts, calls,
        rights of first refusal, agreements, understandings, claims or other commitments
        or rights of any character whatsoever relating to, or securities or rights
        convertible into or exchangeable for any shares of capital stock of the Company
        or any of its Subsidiaries, or arrangements by which the Company or any of
        its
        Subsidiaries is or may become bound to issue additional shares of capital
        stock
        of the Company or any of its Subsidiaries, (ii) there are no agreements or
        arrangements under which the Company or any of its Subsidiaries is obligated
        to
        register the sale of any of its or their securities under the 1933 Act (except
        the Registration Rights Agreement) and (iii) 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) that will be triggered by
        the
        issuance of the Debentures, the Warrants, the Conversion Shares or Warrant
        Shares.  The Company has furnished to the Buyer true and correct
        copies of the Company’s Articles of Incorporation as in effect on the date
        hereof (“Articles of Incorporation”), the Company’s By-laws, as
        in effect on the date hereof (the “By-laws”), and the terms of
        all securities convertible into or exercisable for Common Stock of the Company
        and the material rights of the holders thereof in respect
        thereto.  The Company shall provide the Buyer with a written update of
        this representation signed by the Company’s Chief Executive or Chief Financial
        Officer on behalf of the Company as of the Closing Date.

       

      e.           Issuance
        of Shares.  Subject to obtaining Stockholder Approval (as
        defined in Section 4(k)), the Conversion Shares and Warrant Shares are duly
        authorized and reserved for issuance and, upon conversion of the Debentures
        and
        exercise of the Warrants in accordance with their respective terms, will
        be
        validly issued, fully paid and non-assessable, and free from all taxes, liens,
        claims and encumbrances with respect to the issue thereof and shall not be
        subject to preemptive rights or other similar rights of shareholders of the
        Company and will not impose personal liability upon the holder
        thereof.

       

      f.           Acknowledgment
        of Dilution.  The Company understands and acknowledges
        the potentially dilutive effect to the Common Stock upon the issuance of
        the
        Conversion Shares and Warrant Shares upon conversion of the Debenture or
        exercise of the Warrants.  The Company further acknowledges that its
        obligation to issue Conversion Shares and Warrant Shares upon conversion
        of the
        Debentures or exercise of the Warrants in accordance with this Agreement,
        the
        Debentures and the Warrants is absolute and unconditional regardless of the
        dilutive effect that such issuance may have on the ownership interests of
        other
        shareholders of the Company.

       

      g.           No
        Conflicts.  Subject to obtaining Stockholder Approval (as
        defined in Section 4(k)), the execution, delivery and performance of this
        Agreement, the

       


      
        
           

        

        
          -
            5
            -

          
            

          

        

        
           

        

      


      h.           Registration
        Rights Agreement, the Debentures and the Warrants by the Company and the
        consummation by the Company of the transactions contemplated hereby and thereby
        (including, without limitation, the issuance and reservation for issuance
        of the
        Conversion Shares and Warrant Shares) will not (i) conflict with or result
        in a
        violation of any provision of the Articles of Incorporation or By-laws or
        (ii)
        violate or conflict with, or result in a breach of any provision of, or
        constitute a default (or an event which with notice or lapse of time or both
        could become a default) under, or give to others any rights of termination,
        amendment, acceleration or cancellation of, any agreement, indenture, patent,
        patent license or instrument to which the Company or any of its Subsidiaries
        is
        a party, or (iii) to the Company’s knowledge, result in a violation of any law,
        rule, regulation, order, judgment or decree (including federal and state
        securities laws and regulations and regulations of any self-regulatory
        organizations to which the Company or its securities are subject) applicable
        to
        the Company or any of its Subsidiaries or by which any property or asset
        of the
        Company or any of its Subsidiaries is bound or affected (except for such
        conflicts, defaults, terminations, amendments, accelerations, cancellations
        and
        violations as would not, individually or in the aggregate, have a Material
        Adverse Effect).  Neither the Company nor any of its Subsidiaries is
        in violation of its Articles of Incorporation, By-laws or other organizational
        documents and neither the Company nor any of its Subsidiaries is in default
        (and
        no event has occurred which with notice or lapse of time or both could put
        the
        Company or any of its Subsidiaries in default) under, and neither the Company
        nor any of its Subsidiaries has taken any action or failed to take any action
        that would give to others any rights of termination, amendment, acceleration
        or
        cancellation of, any agreement, indenture or instrument to which the Company
        or
        any of its Subsidiaries is a party or by which any property or assets of
        the
        Company or any of its Subsidiaries is bound or affected, except for possible
        defaults as would not, individually or in the aggregate, have a Material
        Adverse
        Effect. The businesses of the Company and its Subsidiaries, if any, are not
        being conducted, and shall not be conducted so long as a Buyer owns any of
        the
        Securities, in violation of any law, ordinance or regulation of any governmental
        entity.  Except as specifically contemplated by this Agreement and as
        required under the 1933 Act and any applicable state securities laws, the
        Company is not required to obtain any consent, authorization or order of,
        or
        make any filing or registration with, any court, governmental agency, regulatory
        agency, self regulatory organization or stock market or any third party in
        order
        for it to execute, deliver or perform any of its obligations under this
        Agreement, the Registration Rights Agreement, the Debentures or the Warrants
        in
        accordance with the terms hereof or thereof or to issue and sell the Debentures
        and Warrants in accordance with the terms hereof and to issue the Conversion
        Shares upon conversion of the Debentures and the Warrant Shares upon exercise
        of
        the Warrants.  Except as disclosed in Schedule 3(f),
        all consents, authorizations, orders, filings and registrations which the
        Company is required to obtain pursuant to the preceding sentence have been
        obtained or effected on or prior to the date hereof.  The Company is
        not in violation of the listing requirements of the Over-the-Counter Bulletin
        Board (the “OTCBB”) and does not reasonably anticipate that the
        Common Stock will be delisted by the OTCBB in the foreseeable
        future.  The Company and its Subsidiaries are unaware of any facts or
        circumstances which might give rise to any of the foregoing.

       

      i.           SEC
        Documents; Financial Statements.  Except as disclosed in
Schedule 3(g), the Company has timely filed all reports,
        schedules, forms, statements and other documents required to be filed by
        it with
        the SEC pursuant to the reporting requirements of the Securities Exchange
        Act of
        1934, as amended (the “1934 Act”) (all of the foregoing filed
        prior to the date hereof and all exhibits included therein and financial
        statements and schedules thereto

       


      
        
           

        

        
          -
            6
            -

          
            

          

        

        
           

        

      


      j.           and
        documents (other than exhibits to such documents) incorporated by reference
        therein, being hereinafter referred to herein as the “SEC
        Documents”).  As of their respective dates, the SEC Documents
        complied in all material respects with the requirements of the 1934 Act and
        the
        rules and regulations of the SEC promulgated thereunder applicable to the
        SEC
        Documents, and none of the SEC Documents, at the time they were filed with
        the
        SEC, contained any untrue statement of a material fact or omitted to state
        a
        material fact required to be stated therein or necessary in order to make
        the
        statements therein, in light of the circumstances under which they were made,
        not misleading.  None of the statements made in any such SEC Documents
        is, or has been, required to be amended or updated under applicable law (except
        for such statements as have been amended or updated in subsequent filings
        prior
        the date hereof).  As of their respective dates, the financial
        statements of the Company included in the SEC Documents complied as to form
        in
        all material respects with applicable accounting requirements and the published
        rules and regulations of the SEC with respect thereto.  Such financial
        statements have been prepared in accordance with United States generally
        accepted accounting principles, consistently applied, during the periods
        involved (except (i) as may be otherwise indicated in such financial statements
        or the notes thereto, or (ii) in the case of unaudited interim statements,
        to
        the extent they may not include footnotes or may be condensed or summary
        statements) and fairly present in all material respects the consolidated
        financial position of the Company and its consolidated Subsidiaries as of
        the
        dates thereof and the consolidated results of their operations and cash flows
        for the periods then ended (subject, in the case of unaudited statements,
        to
        normal year-end audit adjustments).  Except as set forth in the
        financial statements of the Company included in the SEC Documents, the Company
        has no liabilities, contingent or otherwise, other than (i) liabilities incurred
        in the ordinary course of business subsequent to September 30, 2005 and (ii)
        obligations under contracts and commitments incurred in the ordinary course
        of
        business and not required under generally accepted accounting principles
        to be
        reflected in such financial statements, which, individually or in the aggregate,
        are not material to the financial condition or operating results of the
        Company.

       

      k.           Absence
        of Certain Changes.  Except as set forth on
Schedule 3(h), since September 30, 2005, there has been
        no
        material adverse change and no material adverse development in the assets,
        liabilities, business, properties, operations, financial condition, results
        of
        operations or prospects of the Company or any of its Subsidiaries.

       

      l.           Absence
        of Litigation.  There is no action, suit, claim,
        proceeding, inquiry or investigation before or by any court, public board,
        government agency, self-regulatory organization or body pending or, to the
        knowledge of the Company or any of its Subsidiaries, threatened against or
        affecting the Company or any of its Subsidiaries, or their officers or directors
        in their capacity as such, that could have a Material Adverse
        Effect.  Schedule 3(i) contains a complete list and
        summary description of any pending or, to the knowledge of the Company,
        threatened proceeding against or affecting the Company or any of its
        Subsidiaries, without regard to whether it would have a Material Adverse
        Effect.  The Company and its Subsidiaries are unaware of any facts or
        circumstances which might give rise to any of the foregoing.

       

      m.           Patents,
        Copyrights, etc.  The Company and each of its
        Subsidiaries owns or possesses the requisite licenses or rights to use all
        patents, patent

       


      
        
           

        

        
          -
            7
            -

          
            

          

        

        
           

        

      


      n.           applications,
        patent rights, inventions, know-how, trade secrets, trademarks, trademark
        applications, service marks, service names, trade names and copyrights
        (“Intellectual Property”) necessary to enable it to conduct its
        business as now operated (and, except as set forth in Schedule
        3(j) hereof, to the best of the Company’s knowledge, as presently
        contemplated to be operated in the future); there is no claim or action by
        any
        person pertaining to, or proceeding pending, or to the Company’s knowledge
        threatened, which challenges the right of the Company or of a Subsidiary
        with
        respect to any Intellectual Property necessary to enable it to conduct its
        business as now operated (and, except as set forth in Schedule
        3(j) hereof, to the best of the Company’s knowledge, as presently
        contemplated to be operated in the future); to the best of the Company’s
        knowledge, the Company’s or its Subsidiaries’ current and intended products,
        services and processes do not infringe on any Intellectual Property or other
        rights held by any person; and the Company is unaware of any facts or
        circumstances which might give rise to any of the foregoing.  The
        Company and each of its Subsidiaries have taken reasonable security measures
        to
        protect the secrecy, confidentiality and value of their Intellectual
        Property.

       

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

       

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

       

      q.           Certain
        Transactions.  Except as set forth on Schedule
        3(m) and except for arm’s length transactions pursuant to which the
        Company or any of its Subsidiaries makes payments in the ordinary course
        of
        business upon terms no less favorable than the Company or any of its
        Subsidiaries could obtain from third parties, none of the officers, directors,
        or employees of the Company is presently a party to any transaction with
        the
        Company or any of its Subsidiaries (other than for services as employees,
        officers and directors), including any contract, agreement or other arrangement
        providing for the furnishing of services to or by, providing for rental of
        real
        or personal property to or from, or otherwise requiring payments to
        or

       


      
        
           

        

        
          -
            8
            -

          
            

          

        

        
           

        

      


      r.           from
        any officer, director or such employee or, to the knowledge of the Company,
        any
        corporation, partnership, trust or other entity in which any officer, director,
        or any such employee has a substantial interest or is an officer, director,
        trustee or partner.

       

      s.           Disclosure.  All
        information relating to or concerning the Company or any of its Subsidiaries
        set
        forth in this Agreement and provided to the Buyers pursuant to Section 2(d)
        hereof and otherwise in connection with the transactions contemplated hereby
        is
        true and correct in all material respects and the Company has not omitted
        to
        state any material fact necessary in order to make the statements made herein
        or
        therein, in light of the circumstances under which they were made, not
        misleading.  No event or circumstance has occurred or exists with
        respect to the Company or any of its Subsidiaries or its or their business,
        properties, prospects, operations or financial conditions, which, under
        applicable law, rule or regulation, requires public disclosure or announcement
        by the Company but which has not been so publicly announced or disclosed
        (assuming for this purpose that the Company’s reports filed under the 1934 Act
        are being incorporated into an effective registration statement filed by
        the
        Company under the 1933 Act).

       

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

       

      u.           No
        Integrated Offering.  Neither the Company, nor any of its
        affiliates, nor any person acting on its or their behalf, has directly or
        indirectly made any offers or sales in any security or solicited any offers
        to
        buy any security under circumstances that would require registration under
        the
        1933 Act of the issuance of the Securities to the Buyers.  The
        issuance of the Securities to the Buyers will not be integrated with any
        other
        issuance of the Company’s securities (past, current or future) for purposes of
        any shareholder approval provisions applicable to the Company or its
        securities.

       

      v.           No
        Brokers.  The Company has taken no action which would
        give rise to any claim by any person for brokerage commissions, transaction
        fees
        or similar payments relating to this Agreement or the transactions contemplated
        hereby.

       

      w.           Permits;
        Compliance.  The Company and each of its Subsidiaries is
        in possession of all franchises, grants, authorizations, licenses, permits,
        easements, variances, exemptions, consents, certificates, approvals and orders
        necessary to own, lease and operate its properties and to carry on its business
        as it is now being conducted (collectively, the “Company
        Permits”), and there is no action pending or, to the knowledge of the
        Company, threatened regarding suspension or cancellation of any of the Company
        Permits.  Neither the Company nor

       


      
        
           

        

        
          -
            9
            -

          
            

          

        

        
           

        

      


      x.           any
        of its Subsidiaries is in conflict with, or in default or violation of, any
        of
        the Company Permits, except for any such conflicts, defaults or violations
        which, individually or in the aggregate, would not reasonably be expected
        to
        have a Material Adverse Effect.  Since September 30, 2005, neither the
        Company nor any of its Subsidiaries has received any notification with respect
        to possible conflicts, defaults or violations of applicable laws, except
        for
        notices relating to possible conflicts, defaults or violations, which conflicts,
        defaults or violations would not have a Material Adverse Effect.

       

      y.           Environmental
        Matters.

       

      (i)           Except
        as set forth in Schedule 3(s), there are, to the Company’s
        knowledge, with respect to the Company or any of its Subsidiaries or any
        predecessor of the Company, no past or present violations of Environmental
        Laws
        (as defined below), releases of any material into the environment, actions,
        activities, circumstances, conditions, events, incidents, or contractual
        obligations which may give rise to any common law environmental liability
        or any
        liability under the Comprehensive Environmental Response, Compensation and
        Liability Act of 1980 or similar federal, state, local or foreign laws and
        neither the Company nor any of its Subsidiaries has received any notice with
        respect to any of the foregoing, nor is any action pending or, to the Company’s
        knowledge, threatened in connection with any of the foregoing.  The
        term “Environmental Laws” means all federal, state, local or
        foreign laws relating to pollution or protection of human health or the
        environment (including, without limitation, ambient air, surface water,
        groundwater, land surface or subsurface strata), including, without limitation,
        laws relating to emissions, discharges, releases or threatened releases of
        chemicals, pollutants contaminants, or toxic or hazardous substances or wastes
        (collectively, “Hazardous Materials”) into the environment, or
        otherwise relating to the manufacture, processing, distribution, use, treatment,
        storage, disposal, transport or handling of Hazardous Materials, as well
        as all
        authorizations, codes, decrees, demands or demand letters, injunctions,
        judgments, licenses, notices or notice letters, orders, permits, plans or
        regulations issued, entered, promulgated or approved thereunder.

       

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

       

      (iii)           Except
        as set forth in Schedule 3(s), there are no underground storage
        tanks on or under any real property owned, leased or used by the Company
        or any
        of its Subsidiaries that are not in compliance with applicable law.

       

      z.           Title
        to Property.  The Company and its Subsidiaries have good
        and marketable title in fee simple to all real property and good and marketable
        title to all personal property owned by them which is material to the business
        of the Company and its Subsidiaries, in each case free and clear of all liens,
        encumbrances and defects except such as are described in Schedule
        3(t) or such as would not have a Material Adverse
        Effect.  Any real

       


      
        
           

        

        
          -
            10
            -

          
            

          

        

        
           

        

      


      aa.           property
        and facilities held under lease by the Company and its Subsidiaries are held
        by
        them under valid, subsisting and enforceable leases with such exceptions
        as
        would not have a Material Adverse Effect.

       

      bb.           Insurance.  Except
        as set forth in Schedule 3(u), the Company and each of its
        Subsidiaries are insured by insurers of recognized financial responsibility
        against such losses and risks and in such amounts as management of the Company
        believes to be prudent and customary in the businesses in which the Company
        and
        its Subsidiaries are engaged.  Neither the Company nor any such
        Subsidiary has any reason to believe that it will not be able to renew its
        existing insurance coverage as and when such coverage expires or to obtain
        similar coverage from similar insurers as may be necessary to continue its
        business at a cost that would not have a Material Adverse Effect.  The
        Company has provided to Buyer true and correct copies of all policies relating
        to directors’ and officers’ liability coverage, errors and omissions coverage,
        and commercial general liability coverage.

       

      cc.           Internal
        Accounting Controls.  The Company and each of its
        Subsidiaries maintain a system of internal accounting controls sufficient,
        in
        the judgment of the Company’s board of directors, to provide reasonable
        assurance that (i) transactions are executed in accordance with management’s
        general or specific authorizations, (ii) transactions are recorded as necessary
        to permit preparation of financial statements in conformity with generally
        accepted accounting principles and to maintain asset accountability, (iii)
        access to assets is permitted only in accordance with management’s general or
        specific authorization and (iv) the recorded accountability for assets is
        compared with the existing assets at reasonable intervals and appropriate
        action
        is taken with respect to any differences.

       

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

       

      ee.           Solvency.  Except
        as provided on Schedule 3(x), the Company (after giving effect
        to the transactions contemplated by this Agreement) is solvent (i.e., its
        assets have a fair market value in excess of the amount required to pay its
        probable liabilities on its existing debts as they become absolute and matured)
        and currently the Company has no information that would lead it to reasonably
        conclude that the Company would not, after giving effect to the transaction
        contemplated by this Agreement, have the ability to, nor does it intend to
        take
        any action that would impair its ability to, pay its debts from time to time
        incurred in connection therewith as such debts mature.  Except as
        provided on Schedule 3(x), the Company did not receive a qualified opinion
        from
        its auditors with respect to its most recent fiscal year end and, after giving
        effect to the transactions contemplated by this Agreement, does not anticipate
        or know of any basis upon which its auditors might issue a qualified opinion
        in
        respect of its current fiscal year.

       


      
        
           

        

        
          -
            11
            -

          
            

          

        

        
           

        

      


      ff.           No
        Investment Company.  The Company is not, and upon the
        issuance and sale of the Securities as contemplated by this Agreement will
        not
        be an “investment company” required to be registered under the Investment
        Company Act of 1940 (an “Investment Company”).  The
        Company is not controlled by an Investment Company.

       

      gg.           Breach
        of Representations and Warranties by the Company.  If the
        Company breaches any of the representations or warranties set forth in this
        Section 3, and in addition to any other remedies available to the Buyers
        pursuant to this Agreement, the Company shall pay to the Buyer the Standard
        Liquidated Damages Amount in cash or in shares of Common Stock at the option
        of
        the Company, until such breach is cured.  If the Company elects to pay
        the Standard Liquidated Damages Amounts in shares of Common Stock, such shares
        shall be issued at the Conversion Price at the time of payment.

       

      4.           COVENANTS.

       

      a.           Best
        Efforts.  The parties shall use their best efforts to
        satisfy timely each of the conditions described in Section 6 and 7 of this
        Agreement.

       

      b.           Form
        D; Blue Sky Laws.  The Company agrees to file a Form D
        with respect to the Securities as required under Regulation D and to provide
        a
        copy thereof to each Buyer promptly after such filing.  The Company
        shall, on or before the Closing Date, take such action as the Company shall
        reasonably determine is necessary to qualify the Securities for sale to the
        Buyers at the applicable closing pursuant to this Agreement under applicable
        securities or “blue sky” laws of the states of the United States (or to obtain
        an exemption from such qualification), and shall provide evidence of any
        such
        action so taken to each Buyer on or prior to the Closing Date.

       

      c.           Reporting
        Status; Eligibility to Use Form S-3, SB-2 or Form

       

      S-1. The
        Company’s Common Stock is registered under Section 12(g) of the 1934 Act. The
        Company represents and warrants that it meets the requirements for the use
        of
        Form S-3 (or if the Company is not eligible for the use of Form S-3 as of
        the
        Filing Date (as defined in the Registration Rights Agreement), the Company
        may
        use the form of registration for which it is eligible at that time) for
        registration of the sale by the Buyer of the Registrable Securities (as defined
        in the Registration Rights Agreement).  So long as the Buyer
        beneficially owns any of the Securities, the Company shall timely file all
        reports required to be filed with the SEC pursuant to the 1934 Act, and the
        Company shall not terminate its status as an issuer required to file reports
        under the 1934 Act even if the 1934 Act or the rules and regulations thereunder
        would permit such termination.  The Company further agrees to file all
        reports required to be filed by the Company with the SEC in a timely manner
        so
        as to become eligible, and thereafter to maintain its eligibility, for the
        use
        of Form S-3.  The Company shall issue a press release describing the
        material terms of the transaction contemplated hereby as soon as practicable
        following the Closing Date but in no event more than two (2) business days
        of
        the Closing Date, which press release shall be subject to prior review by
        the
        Buyers.  The Company agrees that such press release shall not disclose
        the name of the Buyers unless expressly consented to in writing by the Buyers
        or
        unless required by applicable law or regulation, and then only to the extent
        of
        such requirement.

       


      
        
           

        

        
          -
            12
            -

          
            

          

        

        
           

        

      


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

       

      e.           Future
        Offerings.  Subject to the exceptions described below,
        the Company will not, without the prior written consent of a
        majority-in-interest of the Buyers, not to be unreasonably withheld, (A)
        negotiate or contract with any party to obtain additional equity financing
        (including debt financing with an equity component) that involves the issuance
        of convertible securities that are convertible into an indeterminate number
        of
        shares of Common Stock or (B) grant any registration rights in connection
        with
        any issuance of Common Stock or warrants during the period (the “Lock-up
        Period”) beginning on the Closing Date and ending on the later of (i)
        two hundred seventy (270) days from the Closing Date or (ii) one hundred
        eighty
        (180) days from the date the Registration Statement (as defined in the
        Registration Rights Agreement) is declared effective (plus any days in which
        sales cannot be made thereunder).  Notwithstanding the foregoing, the
        Company shall be permitted to obtain additional equity financing (including
        debt
        financing with an equity component) that does not involve the issuance of
        convertible securities that are convertible into an indeterminate number
        of
        shares of Common Stock and which involves the grant of registration rights,
        so
        long as such registration rights do not become effective or may not be invoked
        by the holder thereof for a period of at least 320 days from the Closing
        Date.  In addition, subject to the exceptions described below, the
        Company will not conduct any equity financing (including debt with an equity
        component) (“Future Offerings”) during the period beginning on
        the Closing Date and ending two (2) years after the end of the Lock-up Period
        unless it shall have first delivered to each Buyer, at least twenty (20)
        business days prior to the closing of such Future Offering, written notice
        describing the proposed Future Offering, including the terms and conditions
        thereof and proposed definitive documentation to be entered into in connection
        therewith, and providing each Buyer an option during the fifteen (15) day
        period
        following delivery of such notice to purchase its pro rata share (based on
        the
        ratio that the aggregate principal amount of Debentures purchased by it
        hereunder bears to the aggregate principal amount of Debentures purchased
        hereunder) of the securities being offered in the Future Offering on the
        same
        terms as contemplated by such Future Offering (the limitations referred to
        in
        this sentence and the preceding sentence are collectively referred to as
        the
“Capital Raising Limitations”).  In the
        event the terms and conditions of a proposed Future Offering are amended
        in any
        respect after delivery of the notice to the Buyers concerning the proposed
        Future Offering, the Company shall deliver a new notice to each Buyer describing
        the amended terms and conditions of the proposed Future Offering and each
        Buyer
        thereafter shall have an option during the fifteen (15) day period following
        delivery of such new notice to purchase its pro rata share of the securities
        being offered on the same terms as contemplated by such proposed Future
        Offering, as amended.  The foregoing sentence shall apply to
        successive amendments to the terms and conditions of any proposed Future
        Offering.  The Capital Raising Limitations shall not apply to any
        transaction involving (i) issuances of securities in a firm commitment
        underwritten public offering (excluding a continuous offering pursuant to
        Rule
        415 under the 1933 Act) or (ii) issuances of securities as consideration
        for a
        merger, consolidation or purchase of assets, or in connection with any strategic
        partnership or joint venture (the primary purpose of which is not to raise
        equity capital), or in connection with the disposition or acquisition of
        a
        business, product or license by the Company.  The Capital Raising
        Limitations

       


      
        
           

        

        
          -
            13
            -

          
            

          

        

        
           

        

      


      f.           also
        shall not apply to the issuance of securities upon exercise or conversion
        of the
        Company’s options, warrants or other convertible securities outstanding as of
        the date hereof or to the grant of additional options or warrants, or the
        issuance of additional securities, under any Company stock option or restricted
        stock plan approved by the shareholders of the Company.

       

      g.           Expenses.  At
        the Closing, the Company shall reimburse Buyers for expenses incurred by
        them in
        connection with the negotiation, preparation, execution, delivery and
        performance of this Agreement and the other agreements to be executed in
        connection herewith (“Documents”), including, without limitation, attorneys’ and
        consultants’ fees and expenses, transfer agent fees, fees for stock quotation
        services, fees relating to any amendments or modifications of the Documents
        or
        any consents or waivers of provisions in the Documents, fees for the preparation
        of opinions of counsel, escrow fees, and costs of restructuring the transactions
        contemplated by the Documents.  When possible, the Company must pay
        these fees directly, otherwise the Company must make immediate payment for
        reimbursement to the Buyers for all fees and expenses immediately upon written
        notice by the Buyer or the submission of an invoice by the Buyer  If
        the Company fails to reimburse the Buyer in full within three (3) business
        days
        of the written notice or submission of invoice by the Buyer, the Company
        shall
        pay interest on the total amount of fees to be reimbursed at a rate of 15%
        per
        annum.

       

      h.           Financial
        Information.  The Company agrees to send the following
        reports to each Buyer until such Buyer transfers, assigns, or sells all of
        the
        Securities: (i) within ten (10) days after the filing with the SEC, a copy
        of
        its Annual Report on Form

       

      10-KSB
        its Quarterly Reports on Form 10-QSB and any Current Reports on Form 8-K;
        (ii)
        within one (1) day after release, copies of all press releases issued by
        the
        Company or any of its Subsidiaries; and (iii) contemporaneously with the
        making
        available or giving to the shareholders of the Company, copies of any notices
        or
        other information the Company makes available or gives to such
        shareholders.

       

      i.           Authorization
        and Reservation of Shares.  Subject to obtaining
        Stockholder Approval (as defined in Section 4(k)), the Company shall at all
        times have authorized, and reserved for the purpose of issuance, a sufficient
        number of shares of Common Stock to provide for the full conversion or exercise
        of the outstanding Debentures and Warrants and issuance of the Conversion
        Shares
        and Warrant Shares in connection therewith (based on the Conversion Price
        of the
        Debentures or Exercise Price of the Warrants in effect from time to time)
        and as
        otherwise required by the Debentures.  The Company shall not reduce
        the number of shares of Common Stock reserved for issuance upon conversion
        of
        Debentures and exercise of the Warrants without the consent of each
        Buyer.  The Company shall at all times maintain the number of shares
        of Common Stock so reserved for issuance at an amount (“Reserved
        Amount”) equal to no less than two (2) times the number that is then
        actually issuable upon full conversion of the Debentures and Additional
        Debentures and upon exercise of the Warrants and the Additional Warrants
        (based
        on the Conversion Price of the Debentures or the Exercise Price of the Warrants
        in effect from time to time).  If at any time the number of shares of
        Common Stock authorized and reserved for issuance (“Authorized and
        Reserved Shares”) is below the Reserved Amount, the Company will
        promptly take all corporate action necessary to authorize and reserve a
        sufficient number of shares, including, without limitation, calling a special
        meeting

       


      
        
           

        

        
          -
            14
            -

          
            

          

        

        
           

        

      


      j.           of
        shareholders to authorize additional shares to meet the Company’s obligations
        under this Section 4(h), in the case of an insufficient number of authorized
        shares, obtain shareholder approval of an increase in such authorized number
        of
        shares, and voting the management shares of the Company in favor of an increase
        in the authorized shares of the Company to ensure that the number of authorized
        shares is sufficient to meet the Reserved Amount.  If the Company
        fails to obtain such shareholder approval within thirty (30) days following
        the
        date on which the number of Reserved Amount exceeds the Authorized and Reserved
        Shares, the Company shall pay to the Borrower the Standard Liquidated Damages
        Amount, in cash or in shares of Common Stock at the option of the
        Buyer.  If the Buyer elects to be paid the Standard Liquidated Damages
        Amount in shares of Common Stock, such shares shall be issued at the Conversion
        Price at the time of payment.  In order to ensure that the Company has
        authorized a sufficient amount of shares to meet the Reserved Amount at all
        times, the Company must deliver to the Buyer at the end of every month a
        list
        detailing (1) the current amount of shares authorized by the Company and
        reserved for the Buyer; and (2) amount of shares issuable upon conversion
        of the
        Debentures and upon exercise of the Warrants and as payment of interest accrued
        on the Debentures for one year.  If the Company fails to provide such
        list within five (5) business days of the end of each month, the Company
        shall
        pay the Standard Liquidated Damages Amount, in cash or in shares of Common
        Stock
        at the option of the Buyer, until the list is delivered.  If the Buyer
        elects to be paid the Standard Liquidated Damages Amount in shares of Common
        Stock, such shares shall be issued at the Conversion Price at the time of
        payment.

       

      k.           Listing.  The
        Company shall promptly secure the listing of the Conversion Shares and Warrant
        Shares upon each national securities exchange or automated quotation system,
        if
        any, upon which shares of Common Stock are then listed (subject to official
        notice of issuance) and, so long as any Buyer owns any of the Securities,
        shall
        maintain, so long as any other shares of Common Stock shall be so listed,
        such
        listing of all Conversion Shares and Warrant Shares from time to time issuable
        upon conversion of the Debentures or exercise of the Warrants.  The
        Company will obtain and, so long as any Buyer owns any of the Securities,
        maintain the listing and trading of its Common Stock on the OTCBB or any
        equivalent replacement exchange, the Nasdaq National Market
        (“Nasdaq”), the Nasdaq SmallCap Market (“Nasdaq
        SmallCap”), the New York Stock Exchange (“NYSE”), or
        the American Stock Exchange (“AMEX”) and will comply in all
        respects with the Company’s reporting, filing and other obligations under the
        bylaws or rules of the National Association of Securities Dealers
        (“NASD”) and such exchanges, as applicable.  The
        Company shall promptly provide to each Buyer copies of any notices it receives
        from the OTCBB and any other exchanges or quotation systems on which the
        Common
        Stock is then listed regarding the continued eligibility of the Common Stock
        for
        listing on such exchanges and quotation systems.

       

      l.           Corporate
        Existence.  So long as a Buyer beneficially owns any
        Debentures or Warrants, the Company shall maintain its corporate existence
        and
        shall not sell all or substantially all of the Company’s assets, except in the
        event of a merger or consolidation or sale of all or substantially all of
        the
        Company’s assets, where the surviving or successor entity in such transaction
        (i) assumes the Company’s obligations hereunder and under the agreements and
        instruments entered into in connection herewith and (ii) is a publicly traded
        corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq,
        Nasdaq SmallCap, NYSE or AMEX.

       


      
        
           

        

        
          -
            15
            -

          
            

          

        

        
           

        

      


      m.           Stockholder
        Approval.  The Company shall file a proxy or information
        statement with the SEC no later than January 31, 2006  and use its
        best efforts to obtain, on or before April 30, 2006, such approvals of the
        Company’s stockholders as may be required to issue all of the shares of Common
        Stock issuable upon conversion or exercise of, or otherwise with respect
        to, the
        Debentures and the Warrants in accordance with Nevada law and any applicable
        rules or regulations of the OTCBB and/or Nasdaq, either through a reverse
        stock
        split of the Common Stock or an increase in authorized capital (the “Stockholder
        Approval”).  The Company shall furnish to each Buyer and its legal
        counsel promptly (but in no event less than two (2) business days) before
        the
        same is filed with the SEC, one copy of the proxy or information statement
        and
        any amendment thereto, and shall deliver to each Buyer promptly each letter
        written by or on behalf of the Company to the SEC or the staff of the SEC,
        and
        each item of correspondence from the SEC or the staff of the SEC, in each
        case
        relating to such proxy or information statement (other than any portion thereof
        which contains information for which the Company has sought confidential
        treatment).  The Company will promptly (but in no event more than
        three (3) business days) respond to any and all comments received from the
        SEC
        (which comments shall promptly be made available to each Buyer).  The
        Company shall comply with the filing and disclosure requirements of Section
        14
        under the 1934 Act in connection with the Stockholder Approval.

       

      n.           No
        Integration.  The Company shall not make any offers or
        sales of any security (other than the Securities) under circumstances that
        would
        require registration of the Securities being offered or sold hereunder under
        the
        1933 Act or cause the offering of the Securities to be integrated with any
        other
        offering of securities by the Company for the purpose of any stockholder
        approval provision applicable to the Company or its securities.

       

      o.           Restriction
        on Short Sales. The Buyers agree that, so long as any of the Notes
        remain outstanding, but in no event less than two (2) years from the date
        hereof, the Buyers will not enter into or effect any “short sales” (as such term
        is defined in Rule 3b-3 of the 1934 Act) of the Common Stock or hedging
        transaction which establishes a net short position with respect to the Common
        Stock.

       

      p.           Breach
        of Covenants.  If the Company breaches
        any of the covenants set forth in this Section 4, and in addition to any
        other
        remedies available to the Buyers pursuant to this Agreement, the Company
        shall
        pay to the Buyers the Standard Liquidated Damages Amount, in cash or in shares
        of Common Stock at the option of the Company, until such breach is
        cured.  If the Company elects to pay the Standard Liquidated Damages
        Amount in shares, such shares shall be issued at the Conversion Price at
        the
        time of payment.

       

      5.           TRANSFER
        AGENT INSTRUCTIONS.  The Company shall issue irrevocable
        instructions to its transfer agent to issue certificates, registered in the
        name
        of each Buyer or its nominee, for the Conversion Shares and Warrant Shares
        in
        such amounts as specified from time to time by each Buyer to the Company
        upon
        conversion of the Debentures or exercise of the Warrants in accordance with
        the
        terms thereof (the “Irrevocable Transfer Agent
        Instructions”).  Prior to registration of the Conversion
        Shares and Warrant Shares under the 1933 Act or the date on which the Conversion
        Shares and Warrant Shares may be sold pursuant to Rule 144 without any
        restriction as to the number of Securities as of a particular date that
        can

       


      
        
           

        

        
          -
            16
            -

          
            

          

        

        
           

        

      


      6.           then
        be immediately sold, all such certificates shall bear the restrictive legend
        specified in Section 2(g) of this Agreement.  The Company warrants
        that no instruction other than the Irrevocable Transfer Agent Instructions
        referred to in this Section 5, and stop transfer instructions to give effect
        to
        Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares,
        prior to registration of the Conversion Shares and Warrant Shares under the
        1933
        Act or the date on which the Conversion Shares and Warrant Shares may be
        sold
        pursuant to Rule 144 without any restriction as to the number of Securities
        as
        of a particular date that can then be immediately sold), will be given by
        the
        Company to its transfer agent and that the Securities shall otherwise be
        freely
        transferable on the books and records of the Company as and to the extent
        provided in this Agreement and the Registration Rights
        Agreement.  Nothing in this Section shall affect in any way the
        Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply
        with all applicable prospectus delivery requirements, if any, upon re-sale
        of
        the Securities.  If a Buyer provides the Company with (i) an opinion
        of counsel in form, substance and scope customary for opinions in comparable
        transactions, to the effect that a public sale or transfer of such Securities
        may be made without registration under the 1933 Act and such sale or transfer
        is
        effected or (ii) the Buyer provides reasonable assurances that the Securities
        can be sold pursuant to Rule 144, the Company shall permit the transfer,
        and, in
        the case of the Conversion Shares and Warrant Shares, promptly instruct its
        transfer agent to issue one or more certificates, free from restrictive legend,
        in such name and in such denominations as specified by such
        Buyer.  The Company acknowledges that a breach by it of its
        obligations hereunder will cause irreparable harm to the Buyers, by vitiating
        the intent and purpose of the transactions contemplated
        hereby.  Accordingly, the Company acknowledges that the remedy at law
        for a breach of its obligations under this Section 5 may be inadequate and
        agrees, in the event of a breach or threatened breach by the Company of the
        provisions of this Section, that the Buyers shall be entitled, in addition
        to
        all other available remedies, to an injunction restraining any breach and
        requiring immediate transfer, without the necessity of showing economic loss
        and
        without any bond or other security being required.

       

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

       

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

       

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

       

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

       


      
        
           

        

        
          -
            17
            -

          
            

          

        

        
           

        

      


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

       

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

       

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

       

      b.           The
        Company shall have delivered to such Buyer duly executed Debentures (in such
        denominations as the Buyer shall request) and Warrants in accordance with
        Section 1(b) above.

       

      c.           The
        Irrevocable Transfer Agent Instructions, in form and substance satisfactory
        to a
        majority-in-interest of the Buyers, shall have been delivered to and
        acknowledged in writing by the Company’s Transfer Agent.

       

      d.           The
        representations and warranties of the Company shall be true and correct in
        all
        material respects as of the date when made and as of the Closing Date as
        though
        made at such time (except for representations and warranties that speak as
        of a
        specific date) and the Company shall have performed, satisfied and complied
        in
        all material respects with the covenants, agreements and conditions required
        by
        this Agreement to be performed, satisfied or complied with by the Company
        at or
        prior to the Closing Date.  The Buyer shall have received a
        certificate or certificates, executed by the chief executive officer of the
        Company, dated as of the Closing Date, to the foregoing effect and as to
        such
        other matters as may be reasonably requested by such Buyer including, but
        not
        limited to certificates with respect to the Company’s Articles of Incorporation,
        By-laws and Board of Directors’ resolutions relating to the transactions
        contemplated hereby.

       

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

       

      f.           No
        event shall have occurred which could reasonably be expected to have a Material
        Adverse Effect on the Company.

       

      g.           The
        Conversion Shares and Warrant Shares shall have been authorized for quotation
        on
        the OTCBB and trading in the Common Stock on the OTCBB shall not have been
        suspended by the SEC or the OTCBB.

       


      
        
           

        

        
          -
            18
            -

          
            

          

        

        
           

        

      


      h.           The
        Buyer shall have received an opinion of the Company’s counsel, dated as of the
        Closing Date, in form, scope and substance reasonably satisfactory to the
        Buyer
        and in substantially the same form as Exhibit “D” attached
        hereto.

       

      i.           The
        Buyer shall have received an officer’s certificate described in Section 3(c)
        above, dated as of the Closing Date.

       

      9.           GOVERNING
        LAW; MISCELLANEOUS.

       

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

       

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

       

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

       

      d.           Severability.  In
        the event that any provision of this Agreement is invalid or unenforceable
        under
        any applicable statute or rule of law, then such provision shall be deemed
        inoperative to the extent that it may conflict therewith and shall be deemed
        modified to conform with such statute or rule of law.  Any provision
        hereof which may prove invalid or

       


      
        
           

        

        
          -
            19
            -

          
            

          

        

        
           

        

      


      e.           unenforceable
        under any law shall not affect the validity or enforceability of any other
        provision hereof.

       

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

       

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

       

      
        	
                 

              	
                If
                  to the Company:

              	
                Juniper
                  Group, Inc.

              


      

       

      
        	
                 

              	
                20283
                  State Road, Suite 400

              


      

       

      
        	
                 

              	
                Boca
                  Raton, Florida 33498

              


      

       

      
        	
                 

              	
                Attention:  Chief
                  Executive Officer

              


      

       

      
        	
                 

              	
                Telephone:  (561)
                  482-9327

              


      

       

      
        	
                 

              	
                Facsimile:
                  (561) 482-9328

              


      

       

      With
        copies
        to:                                           Sichenzia
        Ross Friedman Ference LLP

      1065
        Avenue of the Americas

      New
        York,
        NY  10018

      Attention:   Gregory
        Sichenzia, Esq.

      Telephone:  (212)
        930-9700

      Facsimile:   (212)
        930-9725

       

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

       

      With
        copy
        to:                                           Ballard
        Spahr Andrews & Ingersoll, LLP

      1735
        Market Street

       

      51st
        Floor

       

      Philadelphia,
        Pennsylvania  19103

       

      Attention:  Gerald
        J. Guarcini, Esq.

       

      Telephone:  215-864-8625

       

      Facsimile:  215-864-8999

       

      Email:  guarcini@ballardspahr.com

       

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

       

      h.           Successors
        and Assigns.  This Agreement shall be binding upon and
        inure to the benefit of the parties and their successors and
        assigns.  Neither the Company nor

       


      
        
           

        

        
          -
            20
            -

          
            

          

        

        
           

        

      


      i.           any
        Buyer shall assign this Agreement or any rights or obligations hereunder
        without
        the prior written consent of the other; provided, however, that
        subject to Section 2(f), any Buyer may assign its rights hereunder to any
        person that purchases Securities in a private transaction from a Buyer or
        to any
        of its “affiliates,” as that term is defined under the 1934 Act, without the
        consent of the Company; and provided further, that the Buyers shall not assign
        this Agreement or any rights or obligations hereunder until the Registration
        Debentures and Registration Warrants are purchased by the Buyers.

       

      j.           Third
        Party Beneficiaries.  This Agreement is intended for the
        benefit of the parties hereto and their respective permitted successors and
        assigns, and is not for the benefit of, nor may any provision hereof be enforced
        by, any other person.

       

      k.           Survival.  The
        representations and warranties of the Company and the agreements and covenants
        set forth in Sections 3, 4, 5 and 8 shall survive the closing hereunder
        notwithstanding any due diligence investigation conducted by or on behalf
        of the
        Buyers.  The Company agrees to indemnify and hold harmless each of the
        Buyers and all their officers, directors, employees and agents for loss or
        damage arising as a result of or related to any breach or alleged breach
        by the
        Company of any of its representations, warranties and covenants set forth
        in
        Sections 3 and 4 hereof or any of its covenants and obligations under this
        Agreement or the Registration Rights Agreement, including advancement of
        expenses as they are incurred.

       

      l.           Publicity.  The
        Company and each of the Buyers shall have the right to review a reasonable
        period of time before issuance of any press releases, SEC, OTCBB or NASD
        filings, or any other public statements with respect to the transactions
        contemplated hereby; provided, however, that the Company shall be
        entitled, without the prior approval of each of the Buyers, to make any press
        release or SEC, OTCBB (or other applicable trading market) or NASD filings
        with
        respect to such transactions as is required by applicable law and regulations
        (although each of the Buyers shall be consulted by the Company in connection
        with any such press release prior to its release and shall be provided with
        a
        copy thereof and be given an opportunity to comment thereon).

       

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

       

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

       

      o.           Remedies.  The
        Company acknowledges that a breach by it of its obligations hereunder will
        cause
        irreparable harm to the Buyers by vitiating the intent and purpose of the
        transaction contemplated hereby.  Accordingly, the Company
        acknowledges that the remedy at law for a breach of its obligations under
        this
        Agreement will be inadequate and agrees, in the event of a breach or threatened
        breach by the Company of the provisions of this

       


      
        
           

        

        
          -
            21
            -

          
            

          

        

        
           

        

      


      p.           Agreement,
        that the Buyers shall be entitled, in addition to all other available remedies
        at law or in equity, and in addition to the penalties assessable herein,
        to an
        injunction or injunctions restraining, preventing or curing any breach of
        this
        Agreement and to enforce specifically the terms and provisions hereof, without
        the necessity of showing economic loss and without any bond or other security
        being required.

       

      


       

      


       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]


      
        
           

        

        
          -
            22
            -

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, the undersigned Buyers and the Company have caused
        this Agreement to be duly executed as of the date first above
        written.

       

      


      


      JUNIPER
        GROUP, INC.

      


      


      ________________________________

      Vlado
        P.
        Hreljanovic

      Chief
        Executive Officer

      


      


      AJW
        PARTNERS, LLC

      By:  SMS
        Group, LLC

      


      


      ______________________________________

      Corey
        S.
        Ribotsky

      Manager

      


      


      RESIDENCE:  Delaware

      


      ADDRESS:                                1044
        Northern Boulevard

      Suite
        302

      Roslyn,
        New York 11576

      Facsimile:  (516)
        739-7115

      Telephone:  (516)
        739-7110

      


      AGGREGATE
        SUBSCRIPTION AMOUNT:

      


      Aggregate
        Principal Amount of
        Debentures:                                                                                                           $________

      Number
        of
        Warrants:                                                                                                             ________

      Aggregate
        Purchase
        Price:                                                                                                           $________


      
        
           

        

        
          -
            23
            -

          
            

          

        

        
           

        

      


      


      AJW
        MASTER FUND, LTD.

      By:  First
        Street Manager II, LLC

      


      


      ______________________________________

      Corey
        S.
        Ribotsky

      Manager

      


      


      RESIDENCE:                                    Cayman
        Islands

      


      ADDRESS:                                AJW
        Offshore, Ltd.

      P.O.
        Box
        32021 SMB

      Grand
        Cayman, Cayman Island, B.W.I.

      


      AGGREGATE
        SUBSCRIPTION AMOUNT:

      


      Aggregate
        Principal Amount of Debentures: $_______

      Number
        of
        Warrants: _______

      Aggregate
        Purchase Price: $_______

      



      
        
           

        

        
          -
            24
            -

          
            

          

        

        
           

        

      


      NEW
        MILLENNIUM CAPITAL PARTNERS II, LLC

       

      By:  First
        Street Manager II, LLP

       

      ____________________________________

       

      Corey
        S.
        Ribotsky

       

      Manager

       

      


      


      RESIDENCE:                                    New
        York

      


      ADDRESS:                                1044
        Northern Boulevard

      Suite
        302

      Roslyn,
        New York 11576

      Facsimile:                                (516)
        739-7115

      Telephone:                                (516)
        739-7110

      


      


      AGGREGATE
        SUBSCRIPTION AMOUNT:

      


      Aggregate
        Principal Amount of Notes: $________

      Number
        of
        Warrants:         ________

      Aggregate
        Purchase Price: $________

      


       


      
        
           

        

        
          -
            25
            -