CONVERTIBLE
      NOTE PURCHASE AGREEMENT


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CONVERTIBLE
      NOTE PURCHASE AGREEMENT

     

    THIS
      CONVERTIBLE NOTE PURCHASE AGREEMENT is made as of the 22nd
      day of
      January 2008 by and between
      Red
      Moon, Inc., a Delaware corporation (the “Company”)
      and
      Zoom Technologies, Inc., a Delaware corporation (the
      “Purchaser”).

     

    The
      parties hereby agree as follows:

     

    1. Purchase
      and Sale of Convertible
      Promissory Notes.

     

    1.1. Sale
      and Issuance of Convertible Promissory Notes.
      Subject
      to the terms and conditions of this Agreement, the Purchaser agrees to purchase
      and the Company agrees to sell and issue to the Purchaser: 

     

    (a) at
      the
      Initial Closing (as defined below) a Convertible Promissory Note in the
      aggregate principal amount of $300,000, which note shall be in substantially
      the
      form of the Convertible Promissory Note attached hereto as Exhibit
      A
      (the
“Initial
      Note”).
      The
      purchase price of the Initial Note shall be $300,000 (the “Initial
      Purchase Price”);
      and


     

    (b) on
      the
      first of each month beginning on May 1, 2008 and continuing until the earlier
      of
      (i) the date the Purchaser elects to exercise its option pursuant to the Option
      Agreement or (ii) the date the Purchaser notifies the Company in writing of
      its
      election to terminate the Option Agreement, a Convertible Promissory Note in
      the
      aggregate principal amount of $50,000, which note shall be in substantially
      the
      form of the Convertible Promissory Note attached hereto as Exhibit
      A
      (the
“Monthly
      Note,”
and
      together with the Initial Note, the “Notes”).
      The
      purchase price of each Monthly Note shall be $50,000 (the “Monthly
      Purchase Price”).

     

    1.2. The
      Note.  At
      the sole option of the Purchaser, the Notes may be converted into shares of
      Series A Convertible Preferred Stock of the Company at any time prior to the
      Maturity Date (as defined in the Notes) of each Note in the manner provided
      in
      the Notes. 

     

    1.3. Closing;
      Delivery.

     

    (a) The purchase
      and sale of the Initial Note shall take place remotely via the exchange of
      documents and signatures, at 10:00 a.m., on January 22, 2008, or at such other
      time and place as the Company and the Purchaser mutually agree upon, orally
      or
      in writing (which time and place are designated as the “Initial
      Closing”).
      

     

    (b) The
      purchase and sale of each Monthly Note shall take place remotely via the
      exchange of documents and signatures, at 10:00 a.m., on the first day of each
      month beginning on May 1, 2008, or at such other time and place as the Company
      and the Purchaser mutually agree upon, orally or in writing (which time and
      place are designated as the “Monthly
      Closing”).
      The
      term “Closing”
shall
      apply to the Initial Closing and each Monthly Closing unless otherwise
      specified.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)  At
      the
      Initial Closing, the Company shall deliver to the Purchaser the Initial Note,
      payable to the order of the Purchaser, in the principal amount of $300,000,
      and
      the Purchaser shall make payment of the Initial Purchase Price therefor by
      a
      wire transfer to a bank account designated by the Company.

     

    (d)  At
      each
      Monthly Closing, the Company shall deliver to the Purchaser a Monthly Note,
      payable to the order of the Purchaser, in the principal amount of $50,000,
      and
      the Purchaser shall make payment of the Monthly Purchase Price therefor by
      a
      wire transfer to a bank account designated by the Company.

     

    1.3 Use
      of
      Proceeds. In
      accordance with the directions of the Company’s Board of Directors, as it shall
      be constituted in accordance with the Voting Agreement, the Company will use
      the
      proceeds from the sale of the Notes for product development and other general
      corporate purposes and not for the repayment of debt outstanding as of the
      date
      of the Initial Closing.

     

    1.4 Defined
      Terms Used in this Agreement. In
      addition to the terms defined above, the following terms used in this Agreement
      shall be construed to have the meanings set forth or referenced
      below.

     

    “Affiliate”
means,
      with respect to any specified Person, any other Person who, directly or
      indirectly, controls, is controlled by, or is under common control with such
      Person, including, without limitation, any general partner, managing member,
      officer or director of such Person or any venture capital fund now or hereafter
      existing that is controlled by one or more general partners or managing members
      of, or shares the same management company with, such Person.

     

    “Code”
means
      the Internal Revenue Code of 1986, as amended.

     

    “Company
      Intellectual Property”
means
      all patents, patent applications, trademarks, trademark applications, service
      marks, tradenames, copyrights, trade secrets, licenses, domain names, mask
      works, information and proprietary rights and processes as are necessary to
      the
      conduct of the Company’s business as now conducted and as presently proposed to
      be conducted.

     

    “Key
      Employee”
means
      any executive-level employee (including division director and vice
      president-level positions) as well as any employee or consultant who either
      alone or in concert with others develops, invents, programs or designs any
      Company Intellectual Property.

     

    “Knowledge,”
      including
      the phrase “to
      the Company’s knowledge,” shall
      mean the actual knowledge after reasonable investigation of the following
      officers: Bryan Thompson.

     

    “Material
      Adverse Effect”
means
      a
      material adverse effect on the business, assets (including intangible assets),
      liabilities, financial condition, property, prospects or
      results of operations of the Company.

     

    
      
        
        

      

      
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    “Option
      Agreement”
      means
      the Option Agreement dated as of the date hereof among the Company, the
      Purchaser and the stockholders of the Company.

     

    “Person”
      means
      any individual, corporation, partnership, trust, limited liability company,
      association or other entity.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.

     

    “Transaction
      Agreements”
means
      this Agreement, the Notes, the Voting Agreement, the Option Agreement and any
      other agreements, instruments or documents entered into in connection with
      this
      Agreement.

     

    “Voting
      Agreement”
means
      the agreement among the Company, the Purchaser and certain other stockholders
      of
      the Company, dated as of the date hereof.

     

    2. Representations
      and Warranties of the Company.
      The
      Company hereby represents and warrants to the Purchaser that, except as set
      forth on the Disclosure Schedule attached as Exhibit
      B
      to this
      Agreement, which exceptions shall be deemed to be part of the representations
      and warranties made hereunder, the following representations are true and
      complete as of the date of the Initial Closing and each Monthly Closing, except
      as otherwise indicated. The Disclosure Schedule shall be arranged in sections
      corresponding to the numbered and lettered sections and subsections contained
      in
      this Section
      2,
      and the
      disclosures in any section or subsection of the Disclosure Schedule shall
      qualify other sections and subsections in this Section
      2
      only to
      the extent it is readily apparent from a reading of the disclosure that such
      disclosure is applicable to such other sections and subsections.

     

    For
      purposes of these representations and warranties, the term “the Company” shall
      include any subsidiaries of the Company, unless otherwise noted
      herein.

     

    2.1. Organization,
      Good Standing, Corporate Power and Qualification.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware and has all requisite power and
      authority to carry on its business as presently conducted and as proposed to
      be
      conducted. The Company is duly qualified to transact business and is in good
      standing in each jurisdiction in which the failure to so qualify would have
      a
      Material Adverse Effect.

     

    2.2. Capitalization. 
      The
      authorized capital stock of the Company consists, immediately prior to the
      Initial Closing, of:

     

    (a) 70,000,000
      shares of Common Stock, $.0001 par value per share, of which 45,805,925 shares
      are issued and outstanding (the “Common
      Stock”);
      and
      30,000,000 shares of Series A Preferred Stock, $.0001 par value per share,
      of
      which 29,926,909 shares are issued and outstanding All of the outstanding shares
      of Common Stock have been duly authorized, are fully paid and nonassessable
      and
      were issued in compliance with all applicable federal and state securities
      laws.
      The Company holds no treasury stock.

     

    
      
        
        

      

      
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    (b) The
      Company does not have any stock option, stock purchase or similar stock plan
      for
      issuances of its Common Stock to officers, directors, employees and consultants
      of the Company. 

     

    (c) Section
      2.2(c)
      of the
      Disclosure Schedule sets forth the capitalization of the Company immediately
      following the Initial Closing. Except as provided on Section 2.2(c) of the
      Disclosure Schedule and except for the conversion privileges of the Notes to
      be
      issued under this Agreement, there are no outstanding options, warrants, rights
      (including conversion or preemptive rights and rights of first refusal or
      similar rights) or agreements, orally or in writing, to purchase or acquire
      from
      the Company any capital stock, or any securities convertible into or
      exchangeable for capital stock. All outstanding capital stock and all capital
      stock underlying outstanding options are subject to (i) a right of first refusal
      in favor of the Company upon any proposed transfer (other than transfers for
      estate planning purposes); and (ii) a lock-up or market standoff agreement
      of
      not less than 180 days following the Company’s initial public offering pursuant
      to a registration statement filed with the Securities and Exchange Commission
      under the Securities Act. 

     

    (d) None
      of
      the Company’s restricted stock purchase agreements or option documents contains
      a provision for acceleration of vesting (or lapse of a repurchase right) or
      other changes in the vesting provisions or other terms of such agreement or
      understanding upon the occurrence of any event or combination of events. The
      Company has never adjusted or amended the exercise price of any outstanding
      stock options previously awarded, whether through amendment, cancellation,
      replacement grant, repricing, or any other means. The Company has no obligation
      (contingent or otherwise) to purchase or redeem any of its capital
      stock.

     

    (e) The
      Company believes in good faith that any “nonqualified deferred compensation
      plan” (as such term is defined under Section 409A(d)(1) of the Code and the
      guidance thereunder) under which the Company  makes, is obligated to
      make or promises to make, payments (each, a “409A
      Plan”)
      complies in all material respects, in both form and operation, with the
      requirements of Section 409A of the Code and the guidance thereunder. To the
      knowledge of  the Company, no payment to be made under any 409A Plan
      is, or will be, subject to the penalties of Section 409A(a)(1) of the
      Code.

     

    2.3. Subsidiaries. 
      The
      Company does not currently own or control, directly or indirectly, any interest
      in any other corporation, partnership, trust, joint venture, limited liability
      company, association, or other business entity. The Company is not a participant
      in any joint venture, partnership or similar arrangement.

     

    2.4. Authorization.
      All
      corporate action required to be taken by the Company’s Board of Directors and
      stockholders in order to authorize the Company to enter into the Transaction
      Agreements, and to issue the Notes at the Closing, has been taken or will be
      taken prior to the Closing. All action on the part of the Board of Directors
      and
      stockholders of the Company necessary for the execution and delivery of the
      Transaction Agreements, the performance of all obligations of the Company under
      the Transaction Agreements to be performed as of the Closing, and the issuance
      and delivery of the Notes has been taken or will be taken prior to the Closing.
      The Transaction Agreements, when executed and delivered by the Company, shall
      constitute valid and legally binding obligations of the Company, enforceable
      against the Company in accordance with their respective terms except (i) as
      limited by applicable bankruptcy, insolvency, reorganization, moratorium,
      fraudulent conveyance, or other laws of general application relating to or
      affecting the enforcement of creditors’ rights generally, (ii) as limited by
      laws relating to the availability of specific performance, injunctive relief,
      or
      other equitable remedies, or (iii) to the extent the indemnification
      provisions contained in the Transaction Agreements may be limited by applicable
      federal or state securities laws.

     

    
      
        
        

      

      
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    2.5. Valid
      Issuance of Notes.  
      The
      Notes, when issued, sold and delivered in accordance with the terms and for
      the
      consideration set forth in this Agreement, will be validly issued, fully paid
      and nonassessable and free of restrictions on transfer other than restrictions
      on transfer under the Transaction Agreements, applicable state and federal
      securities laws and liens or encumbrances created by or imposed by a Purchaser.
      Assuming the accuracy of the representations of the Purchasers in Section
      3
      of this
      Agreement and subject to the filings described in Section 2.6
      below,
      the Notes will be issued in compliance with all applicable federal and state
      securities laws. 

     

    2.6. Governmental
      Consents and Filings.
      Assuming
      the accuracy of the representations made by the Purchasers in Section
      3
      of this
      Agreement, no consent, approval, order or authorization of, or registration,
      qualification, designation, declaration or filing with, any federal, state
      or
      local governmental authority is required on the part of the Company in
      connection with the consummation of the transactions contemplated by this
      Agreement, except for filings pursuant to Regulation D of the Securities
      Act, and applicable state securities laws, which have been made or will be
      made
      in a timely manner.

     

    2.7. Litigation.
      There
      is
      no claim, action, suit, proceeding, arbitration, complaint, charge or
      investigation pending or to the Company’s knowledge, currently threatened (i)
      against the Company or any officer, director or Key Employee of the Company;
      or
      (ii) that questions the validity of the Transaction Agreements or the right
      of
      the Company to enter into them, or to consummate the transactions contemplated
      by the Transaction Agreements; or (iii) to the Company’s knowledge, that would
      reasonably be expected to have, either individually or in the aggregate, a
      Material Adverse Effect. Neither the Company nor, to the Company’s knowledge,
      any of its officers, directors or Key Employees is a party or is named as
      subject to the provisions of any order, writ, injunction, judgment or decree
      of
      any court or government agency or instrumentality (in the case of officers,
      directors or Key Employees, such as would affect the Company). There is no
      action, suit, proceeding or investigation by the Company pending or which the
      Company intends to initiate. The foregoing includes, without limitation,
      actions, suits, proceedings or investigations pending or threatened in writing
      (or any basis therefor known to the Company) involving the prior employment
      of
      any of the Company’s employees, their services provided in connection with the
      Company’s business, or any information or techniques allegedly proprietary to
      any of their former employers, or their obligations under any agreements with
      prior employers.

     

    
      
        
        

      

      
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    2.8. Intellectual
      Property.
      The
      Company owns or possesses or can acquire on commercially reasonable terms
      sufficient legal rights to all Company Intellectual Property without any known
      conflict with, or infringement of, the rights of others.  No
      product or service marketed or sold (or proposed to be marketed or sold) by
      the
      Company violates or will violate any license or infringes or will infringe
      any
      intellectual property rights of any other party. Other than with respect to
      commercially available software products under standard end-user object code
      license agreements, there are no outstanding options, licenses, agreements,
      claims, encumbrances or shared ownership interests of any kind relating to
      the
      Company Intellectual Property, nor is the Company bound by or a party to any
      options, licenses or agreements of any kind with respect to the patents,
      trademarks, service marks, trade names, copyrights, trade secrets, licenses,
      information, proprietary rights and processes of any other Person. The Company
      has not received any communications alleging that the Company has violated
      or,
      by conducting its business, would violate any of the patents, trademarks,
      service marks, tradenames, copyrights, trade secrets, mask works or other
      proprietary rights or processes of any other Person. The Company has obtained
      and possesses valid licenses to use all of the software programs present on
      the
      computers and other software-enabled electronic devices that it owns or leases
      or that it has otherwise provided to its employees for their use in connection
      with the Company’s business. To the Company’s knowledge, it will not be
      necessary to use any inventions of any of its employees or consultants (or
      Persons it currently intends to hire) made prior to their employment by the
      Company. Each employee and consultant has assigned to the Company all
      intellectual property rights he or she owns that are related to the Company’s
      business as now conducted and as presently proposed to be conducted. The Company
      has not embedded any open source, copyleft or community source code in any
      of
      its products generally available or in development, including but not limited
      to
      any libraries or code licensed under any General Public License, Lesser General
      Public License or similar license arrangement. For purposes of this Section
      2.8,
      the
      Company shall be deemed to have knowledge of a patent right if the Company
      has
      actual knowledge of the patent right or would be found to be on notice of such
      patent right as determined by reference to United States patent
      laws.

     

    2.9. Compliance
      with Other Instruments.
      The
      Company is not in violation or default (i) of any provisions of its Certificate
      of Incorporation of By-laws, (ii) of any instrument, judgment, order, writ
      or
      decree, (iii) under any note, indenture or mortgage, or (iv) under any lease,
      agreement, contract or purchase order to which it is a party or by which it
      is
      bound that is required to be listed on the Disclosure Schedule, or,
      of
      any provision of federal or state statute, rule or regulation applicable to
      the
      Company, the violation of which would have a Material Adverse Effect. The
      execution, delivery and performance of the Transaction Agreements and the
      consummation of the transactions contemplated by the Transaction Agreements
      will
      not result in any such violation or be in conflict with or constitute, with
      or
      without the passage of time and giving of notice, either (i) a default under
      any
      such provision, instrument, judgment, order, writ, decree, contract or agreement
      or (ii) an event which results in the creation of any lien, charge or
      encumbrance upon any assets of the Company or the suspension, revocation,
      forfeiture, or nonrenewal of any material permit or license applicable to the
      Company.

     

    
      
        
        

      

      
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      2.10. Agreements;
        Actions.

       

      (a) Except
        for the Transaction Agreements, there are no agreements, understandings,
        instruments, contracts or proposed transactions to which the Company is a
        party
        or by which it is bound that involve (i) obligations (contingent or
        otherwise) of, or payments to, the Company in excess of $15,000, (ii) the
        license of any patent, copyright, trademark, trade secret or other proprietary
        right to or from the Company, (iii) the grant of rights to manufacture,
        produce, assemble, license, market, or sell its products to any other Person
        that limit the Company’s exclusive right to develop, manufacture, assemble,
        distribute, market or sell its products, or (iv) indemnification by the Company
        with respect to infringements of proprietary rights.

    

     

    (b) The
      Company has not (i) declared or paid any dividends, or authorized or made
      any distribution upon or with respect to any class or series of its capital
      stock, (ii) incurred any indebtedness for money borrowed or incurred any
      other liabilities individually in excess of $15,000 or in excess of $50,000
      in
      the aggregate, (iii) made any loans or advances to any Person, other than
      ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise
      disposed of any of its assets or rights, other than the sale of its inventory
      in
      the ordinary course of business. For the purposes of subsections (b)
      and
(c)
      of this
Section
      2.10,
      all
      indebtedness, liabilities, agreements, understandings, instruments, contracts
      and proposed transactions involving the same Person (including Persons the
      Company has reason to believe are affiliated with each other) shall be
      aggregated for the purpose of meeting the individual minimum dollar amounts
      of
      such subsection.

     

    (c) The
      Company is not a guarantor or indemnitor of any indebtedness of any other
      Person.

     

    (d) Since
      November 1, 2007, the Company has not engaged in any discussion with any
      representative of any Person regarding (i) a sale or exclusive license of all
      or
      substantially all of the Company’s assets, or (ii) any merger, consolidation or
      other business combination transaction of the Company with or into another
      Person.

     

    2.11. Certain
      Transactions.

     

    (a) Other
      than (i) standard employee benefits generally made available to all employees,
      (ii) standard director and officer indemnification agreements approved by the
      Board of Directors, and (iii) the purchase Common Stock and the issuance of
      options to purchase Common Stock, in each instance, approved in the written
      minutes of the Board of Directors (previously provided to the Purchaser or
      its
      counsel), there are no agreements, understandings or proposed transactions
      between the Company and any of its officers, directors, consultants or Key
      Employees, or any Affiliate thereof.

     

    (b) The
      Company is not indebted, directly or indirectly, to any of its directors,
      officers or employees or to their respective spouses or children or to any
      Affiliate of any of the foregoing, other than in connection with expenses or
      advances of expenses incurred in the ordinary course of business or employee
      relocation expenses and for other customary employee benefits made generally
      available to all employees. None of the Company’s directors, officers or
      employees, or any members of their immediate families, or any Affiliate of
      the
      foregoing are, directly or indirectly, indebted to the Company or have any
      (i)
      material commercial, industrial, banking, consulting, legal, accounting,
      charitable or familial relationship with any of the Company’s customers,
      suppliers, service providers, joint venture partners, licensees and competitors,
      (ii) direct or indirect ownership interest in any firm or corporation with
      which
      the Company is affiliated or with which the Company has a business relationship,
      or any firm or corporation which competes with the Company except that
      directors, officers or employees or stockholders of the Company may own stock
      in
      (but not exceeding two percent (2%) of the outstanding capital stock of)
      publicly traded companies that may compete with the Company or (iii) financial
      interest in any contract with the Company.

     

    
      
        
        

      

      
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    2.12. Rights
      of Registration and Voting Rights.

     

    The
      Company is not under any obligation to register under the Securities Act any
      of
      its currently outstanding securities or any securities issuable upon exercise
      or
      conversion of its currently outstanding securities. To the Company’s knowledge,
      except as contemplated in the Voting Agreement, no stockholder of the Company
      has entered into any agreements with respect to the voting of capital shares
      of
      the Company.

     

    2.13. Absence
      of Liens.
      The
      property and assets that the Company owns are free and clear of all mortgages,
      deeds of trust, liens, loans and encumbrances, except for statutory liens for
      the payment of current taxes that are not yet delinquent and encumbrances and
      liens that arise in the ordinary course of business and do not materially impair
      the Company’s ownership or use of such property or assets. With respect to
      the property and assets it leases, the Company is in compliance with such leases
      and, to its knowledge, holds a valid leasehold interest free of any liens,
      claims or encumbrances other than those of the lessors of such property or
      assets.

     

    2.14. Financial
      Statements.
      The
      Company has delivered to the Purchaser its unaudited financial statements as
      of
      and for the period ended December 15, 2007 (collectively, the “Financial
      Statements”).
      The
      Financial Statements have been prepared in accordance with generally accepted
      accounting principles applied on a consistent basis throughout the periods
      indicated, except that the unaudited Financial Statements may not contain all
      footnotes required by generally accepted accounting principles. The Financial
      Statements fairly present in all material respects the financial condition
      and
      operating results of the Company as of the dates, and for the periods, indicated
      therein, subject in the case of the unaudited Financial Statements to normal
      year-end audit adjustments. Except as set forth in the Financial Statements,
      the
      Company has no material liabilities or obligations, contingent or otherwise,
      other than (i) liabilities incurred in the ordinary course of business
      subsequent to December 15, 2007 (ii) obligations under contracts and
      commitments incurred in the ordinary course of business and (iii) liabilities
      and obligations of a type or nature not required under generally accepted
      accounting principles to be reflected in the Financial Statements, which, in
      all
      such cases, individually and in the aggregate would not have a Material Adverse
      Effect. The Company maintains and will continue to maintain a standard system
      of
      accounting established and administered in accordance with generally accepted
      accounting principles.

     

    2.15. Changes.
      Since
      December 15, 2007 there
      has
      not been:

     

    (a) any
      change in the assets, liabilities, financial condition or operating results
      of
      the Company from that reflected in the Financial Statements, except changes
      in
      the ordinary course of business that have not caused, in the aggregate, a
      Material Adverse Effect;

     

    
      
        
        

      

      
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    (b) any
      damage, destruction or loss, whether or not covered by insurance, that would
      have a Material Adverse Effect;

     

    (c) any
      waiver or compromise by the Company of a valuable right or of a material debt
      owed to it;

     

    (d) any
      satisfaction or discharge of any lien, claim, or encumbrance or payment of
      any
      obligation by the Company, except in the ordinary course of business and the
      satisfaction or discharge of which would not have a Material Adverse
      Effect;

     

    (e) any
      material change to a material contract or agreement by which the Company or
      any
      of its assets is bound or subject;

     

    (f) any
      material change in any compensation arrangement or agreement with any employee,
      officer, director or stockholder;

     

    (g) any
      resignation or termination of employment of any officer or Key Employee of
      the
      Company; 

     

    (h) any
      mortgage, pledge, transfer of a security interest in, or lien, created by the
      Company, with respect to any of its material properties or assets, except liens
      for taxes not yet due or payable and liens that arise in the ordinary course
      of
      business and do not materially impair the Company’s ownership or use of such
      property or assets;

     

    (i) any
      loans
      or guarantees made by the Company to or for the benefit of its employees,
      officers or directors, or any members of their immediate families, other than
      travel advances and other advances made in the ordinary course of its
      business;

     

    (j) any
      declaration, setting aside or payment or other distribution in respect of any
      of
      the Company’s capital stock, or any direct or indirect redemption, purchase, or
      other acquisition of any of such stock by the Company;

     

    (k) any
      sale,
      assignment or transfer of any Company Intellectual Property that could
      reasonably be expected to result in a Material Adverse Effect;

     

    (l) receipt
      of notice that there has been a loss of, or material order cancellation by,
      any
      major customer of the Company;

     

    (m) to
      the
      Company’s knowledge, any other event or condition of any character, other than
      events affecting the economy or the Company’s industry generally, 
      that
      could reasonably be expected to result in a Material Adverse Effect;
      or

     

    (n) any
      arrangement or commitment by the Company to do any of the things described
      in
      this Section 2.15.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    2.16. Employee
      Matters.

     

    (a) As
      of the
      date hereof, the Company employs eight full-time employees and no part-time
      employees and engages no consultants or independent contractors. Section
      2.16
      of the
      Disclosure Schedule sets forth a detailed description of all compensation,
      including salary, bonus, severance obligations and deferred compensation paid
      or
      payable for each officer, employee, consultant and independent contractor of
      the
      Company who received compensation in excess of $20,000 for the fiscal year
      ended
      December 31, 2007 or is anticipated to receive compensation in excess of $20,000
      for the fiscal year ending December 31, 2008.

     

    (b) To
      the
      Company’s knowledge, none of its employees is obligated under any contract
      (including licenses, covenants or commitments of any nature) or other agreement,
      or subject to any judgment, decree or order of any court or administrative
      agency, that would materially interfere with such employee’s ability to promote
      the interest of the Company or that would conflict with the Company’s business.
      Neither the execution or delivery of the Transaction Agreements, nor the
      carrying on of the Company’s business by the employees of the Company, nor the
      conduct of the Company’s business as now conducted and as presently proposed to
      be conducted, will, to the Company’s knowledge, conflict with or result in a
      breach of the terms, conditions, or provisions of, or constitute a default
      under, any contract, covenant or instrument under which any such employee is
      now
      obligated. 

     

    (c) The
      Company is not delinquent in payments to any of its employees, consultants,
      or
      independent contractors for any wages, salaries, commissions, bonuses, or other
      direct compensation for any service performed for it to the date hereof or
      amounts required to be reimbursed to such employees, consultants, or independent
      contractors. The Company has complied in all material respects with all
      applicable state and federal equal employment opportunity laws and with other
      laws related to employment, including those related to wages, hours, worker
      classification, and collective bargaining. The Company has withheld and paid
      to
      the appropriate governmental entity or is holding for payment not yet due to
      such governmental entity all amounts required to be withheld from employees
      of
      the Company and is not liable for any arrears of wages, taxes, penalties, or
      other sums for failure to comply with any of the foregoing.

     

    (d) To
      the
      Company’s knowledge, no Key Employee intends to terminate employment with the
      Company or is otherwise likely to become unavailable to continue as a Key
      Employee, nor does the Company have a present intention to terminate the
      employment of any of the foregoing. The employment of each employee of the
      Company is terminable at the will of the Company. Except as set forth in
Section
      2.16
      of the
      Disclosure Schedule or as required by law, upon termination of the employment
      of
      any such employees, no severance or other payments will become due. Except
      as
      set forth in Section
      2.16
      of the
      Disclosure Schedule, the Company has no policy, practice, plan, or program
      of
      paying severance pay or any form of severance compensation in connection with
      the termination of employment services. 

     

    (e) The
      Company has not made any representations regarding equity incentives to any
      officer, employees, director or consultant that are inconsistent with the share
      amounts and terms set forth in the minutes of meetings of the Company’s board of
      directors. 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (f) Each
      former Key Employee whose employment was terminated by the Company has entered
      into an agreement with the Company providing for the full release of any claims
      against the Company or any related party arising out of such
      employment.

     

    (g) Section
      2.16
      of
      the Disclosure
      Schedule sets forth each employee benefit plan maintained, established or
      sponsored by the Company, or which the Company participates in or contributes
      to, which is subject to the Employee Retirement Income Security Act of 1974,
      as
      amended (“ERISA”).
      The
      Company has made all required contributions and has no liability to any such
      employee benefit plan, other than liability for health plan continuation
      coverage described in Part 6 of Title I(B) of ERISA, and has complied in all
      material respects with all applicable laws for any such employee benefit
      plan.

     

    (h) The
      Company is not bound by or subject to (and none of its assets or properties
      is
      bound by or subject to) any written or oral, express or implied, contract,
      commitment or arrangement with any labor union, and no labor union has requested
      or, to the knowledge of the Company, has sought to represent any of the
      employees, representatives or agents of the Company. There is no strike or
      other
      labor dispute involving the Company pending, or to the Company’s knowledge,
      threatened, which could have a Material Adverse Effect, nor is the Company
      aware
      of any labor organization activity involving its employees.

     

    2.17. Tax
      Returns and Payments.
      There
      are
      no federal, state, county, local or foreign taxes dues and payable by the
      Company which have not been timely paid. There are no accrued and unpaid
      federal, state, country, local or foreign taxes of the Company which are due,
      whether or not assessed or disputed. There have been no examinations or audits
      of any tax returns or reports by any applicable federal, state, local or foreign
      governmental agency. The Company has duly and timely filed all federal, state,
      county, local and foreign tax returns required to have been filed by it and
      there are in effect no waivers of applicable statutes of limitations with
      respect to taxes for any year.

     

    2.18. Insurance.
      The
      Company has in full force and effect fire and casualty insurance policies with
      extended coverage, sufficient in amount (subject to reasonable deductions)
      to
      allow it to replace any of its properties that might be damaged or destroyed.
      

     

    2.19. Confidential
      Information and Invention Assignment Agreements.
      Each
      current and former employee, consultant and officer of the Company has executed
      an agreement with the Company regarding confidentiality and proprietary
      information substantially in the form or forms delivered to the counsel for
      the
      Purchasers (the “Confidential
      Information Agreements”).
      No
      current or former Key Employee has excluded works or inventions from his or
      her
      assignment of inventions pursuant to such Key Employee’s Confidential
      Information Agreement. The Company is not aware that any of its Key Employees
      is
      in violation thereof.

     

    2.20. Permits. 
      The
      Company has all franchises, permits, licenses and any similar authority
      necessary for the conduct of its business, the lack of which could reasonably
      be
      expected to have a Material Adverse Effect. The Company is not in default in
      any
      material respect under any of such franchises, permits, licenses or other
      similar authority.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    2.21. Corporate
      Documents.
      The
      Certificate of Incorporation and the By-laws are in the form provided to the
      Purchasers. The copy of the minute books of the Company provided to the
      Purchasers contains minutes of all meetings of the Board of Directors and the
      stockholders and all actions by written consent without a meeting by the Board
      of Directors and the stockholders since the date of formation and accurately
      reflects in all material respects all actions by the directors (and any
      committee of directors) and stockholders with respect to all transactions
      referred to in such minutes.

     

    2.22 Environmental
      and Safety Laws.  Except
      as
      could not reasonably be expected to have a Material Adverse Effect (a) the
      Company is and has been in compliance with all Environmental Laws;
      (b) there has been no release or threatened release of any pollutant,
      contaminant or toxic or hazardous material, substance or waste, or petroleum
      or
      any fraction thereof, (each a “Hazardous
      Substance”)
      on,
      upon, into or from any site currently or heretofore owned, leased or otherwise
      used by the Company; (c) there have been no Hazardous Substances generated
      by the Company that have been disposed of or come to rest at any site that
      has
      been included in any published U.S. federal, state or local “superfund” site
      list or any other similar list of hazardous or toxic waste sites published
      by
      any governmental authority in the United States; and (d) there are no
      underground storage tanks located on, no polychlorinated biphenyls
      (“PCBs”)
      or
      PCB-containing equipment used or stored on, and no hazardous waste as defined
      by
      the Resource Conservation and Recovery Act, as amended, stored on, any site
      owned or operated by the Company, except for the storage of hazardous waste
      in
      compliance with Environmental Laws. The Company has made available to the
      Purchasers true and complete copies of all material environmental records,
      reports, notifications, certificates of need, permits, pending permit
      applications, correspondence, engineering studies, and environmental studies
      or
      assessments. 

     

    For
      purposes of this Section
      2.22,
      “Environmental
      Laws”
means
      any law, regulation, or other applicable requirement relating to (a) releases
      or
      threatened release of Hazardous Substance; (b) pollution or protection of
      employee health or safety, public health or the environment; or (c) the
      manufacture, handling, transport, use, treatment, storage, or disposal of
      Hazardous Substances.

     

    2.23 Disclosure.
      The
      Company has made available to the Purchaser all the information reasonably
      available to the Company that the Purchaser has requested for deciding whether
      to acquire the Notes, including certain of the Company’s projections describing
      its proposed business plan (the “Business
      Plan”).
      No
      representation or warranty of the Company contained in this Agreement, as
      qualified by the Disclosure Schedule, and no certificate furnished or to be
      furnished to Purchasers at the Closing contains any untrue statement of a
      material fact or omits to state a material fact necessary in order to make
      the
      statements contained herein or therein not misleading in light of the
      circumstances under which they were made. The Business Plan was prepared in
      good
      faith; however, the Company does not warrant that it will achieve any results
      projected in the Business Plan. It is understood that this representation is
      qualified by the fact that the Company has not delivered to the Purchasers,
      and
      has not been requested to deliver, a private placement or similar memorandum
      or
      any written disclosure of the types of information customarily furnished to
      purchasers of securities.

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    3. Representations
      and Warranties of the Purchasers. The
      Purchaser hereby represents and warrants to the Company that:

     

    3.1 Authorization.
      The
      Purchaser has full power and authority to enter into the Transaction Agreements.
      The Transaction Agreements to which the Purchaser is a party, when executed
      and
      delivered by the Purchaser, will constitute valid and legally binding
      obligations of the Purchaser, enforceable in accordance with their terms, except
      (a) as limited by applicable bankruptcy, insolvency, reorganization,
      moratorium, fraudulent conveyance, and any other laws of general application
      affecting enforcement of creditors’ rights generally, and as limited by laws
      relating to the availability of specific performance, injunctive relief, or
      other equitable remedies, or (b) to the extent the indemnification
      provisions contained in the Transaction Agreements may be limited by applicable
      federal or state securities laws.

     

    3.2 Purchase
      Entirely for Own Account. This
      Agreement is made with the Purchaser in reliance upon the Purchaser’s
      representation to the Company, which by the Purchaser’s execution of this
      Agreement, the Purchaser hereby confirms, that the Notes to be acquired by
      the
      Purchaser will be acquired for investment for the Purchaser’s own account, not
      as a nominee or agent, and not with a view to the resale or distribution of
      any
      part thereof, and that the Purchaser has no present intention of selling,
      granting any participation in, or otherwise distributing the same. By executing
      this Agreement, the Purchaser further represents that the Purchaser does not
      presently have any contract, undertaking, agreement or arrangement with any
      Person to sell, transfer or grant participations to such Person or to any third
      Person, with respect to any of the Notes. The Purchaser has not been formed
      for
      the specific purpose of acquiring the Notes.

     

    3.3 Disclosure
      of Information. The
      Purchaser has had an opportunity to discuss the Company’s business, management,
      financial affairs and the terms and conditions of the offering of the Notes
      with
      the Company’s management and has had an opportunity to review the Company’s
      facilities. The foregoing, however, does not limit or modify the representations
      and warranties of the Company in Section
      2
      of this
      Agreement or the right of the Purchaser to rely thereon.

     

    3.4 Restricted
      Securities. The
      Purchaser understands that the Notes have not been, and will not be, registered
      under the Securities Act, by reason of a specific exemption from the
      registration provisions of the Securities Act which depends upon, among other
      things, the bona fide nature of the investment intent and the accuracy of the
      Purchaser’s representations as expressed herein. The Purchaser understands that
      the Notes are “restricted securities” under applicable U.S. federal and state
      securities laws and that, pursuant to these laws, the Purchaser must hold the
      Notes indefinitely unless they are registered with the Securities and Exchange
      Commission and qualified by state authorities, or an exemption from such
      registration and qualification requirements is available. The Purchaser
      acknowledges that the Company has no obligation to register or qualify the
      Notes, or the shares of Series A Preferred Stock into which it may be converted,
      for resale except as set forth in the Transaction Agreements. The Purchaser
      further acknowledges that if an exemption from registration or qualification
      is
      available, it may be conditioned on various requirements including, but not
      limited to, the time and manner of sale, the holding period for the Notes,
      and
      on requirements relating to the Company which are outside of the Purchaser’s
      control, and which the Company is under no obligation and
      may
      not be able to satisfy. 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    3.5 No
      Public Market. The
      Purchaser understands that no public market now exists for the Notes, and that
      the Company has made no assurances that a public market will ever exist for
      the
      Notes.

     

    3.6 Legends.
      The
      Purchaser understands that the Notes and any securities issued in respect of
      or
      exchange for the Notes, may bear one or all of the following
      legends:

     

    (a) “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH
      A
      VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH
      TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED
      THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT
      SUCH
      REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”

     

    (b) Any
      legend set forth in, or required by, the other Transaction
      Agreements.

     

    (c) Any
      legend required by the securities laws of any state to the extent such laws
      are
      applicable to the Notes represented by the certificate so legended.

     

    3.7 Accredited
      Investor. The
      Purchaser is an accredited investor as defined in Rule 501(a) of Regulation
      D
      promulgated under the Securities Act.

     

    3.8 No
      General Solicitation. Neither
      the Purchaser, nor any of its officers, directors, employees, agents,
      stockholders or partners has either directly or indirectly, including through
      a
      broker or finder (a) engaged in any general solicitation, or
      (b) published any advertisement in connection with the offer and sale of
      the Notes.

     

    3.9 Exculpation
      Among Purchasers. The
      Purchaser acknowledges that it is not relying upon any Person, other than the
      Company and its officers and directors, in making its investment or decision
      to
      invest in the Company. 

     

    3.10 Residence.
      The
      office of the Purchaser in which its principal place of business is identified
      in the address or addresses of the Purchaser set forth herein.

     

    4. Conditions
      to the Purchaser’s Obligations at Closing. The
      obligations of the Purchaser to purchase the Notes at the Initial Closing and
      each Monthly Closing are subject to the fulfillment, on or before each such
      Closing, of each of the following conditions, unless otherwise
      waived:

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      4.1 Representations
        and Warranties. The
        representations and warranties of the Company contained in Section 2  shall
        be
        true and correct in all respects as of such Closing. 

       

      4.2 Performance.
        The
        Company shall have performed and complied with all covenants, agreements,
        obligations and conditions contained in this Agreement that are required
        to be
        performed or complied with by the Company on or before such
        Closing.

       

      4.3 Compliance
        Certificate. The
        President of the Company shall deliver to the Purchasers at each such Closing
        a
        certificate certifying that the conditions specified in Section
        4
        have
        been fulfilled.

       

      4.4 Qualifications.
        All
        authorizations, approvals or permits, if any, of any governmental authority
        or
        regulatory body of the United States or of any state that are required in
        connection with the lawful issuance and sale of the Notes pursuant to this
        Agreement shall be obtained and effective as of each such Closing.

       

      4.5 Board
        of Directors. As
        of the
        Initial Closing, the authorized size of the Board shall be two, and the Board
        shall be comprised of Bryan Thompson and Frank Manning.

       

      4.6 Option
        Agreement. The
        Company shall have executed and delivered the Option Agreement.

       

      4.7 Voting
        Agreement. The Company and the other stockholders of the Company named as
        parties thereto shall have executed and delivered the Voting
        Agreement.

       

      4.8 Secretary’s
        Certificate. The
        Secretary of the Company shall have delivered to the Purchasers at the Closing
        a
        certificate certifying (i) the By-laws, (ii) resolutions of the Board of
        Directors of the Company approving the Transaction Agreements and the
        transactions contemplated under the Transaction Agreements, and (iii)
        resolutions of the stockholders of the Company approving the Certificate
        of
        Incorporation and the Transaction Agreements and the transactions contemplated
        under the Transaction Agreements.

       

      4.9 Proceedings
        and Documents. All
        corporate and other proceedings in connection with the transactions contemplated
        at the Closing and all documents incident thereto shall be reasonably
        satisfactory in form and substance to the Purchaser, and the Purchaser (or
        its
        counsel) shall have received all such counterpart original and certified
        or
        other copies of such documents as reasonably requested. Such documents may
        include good standing certificates.

       

      4.10 Preemptive
        Rights. The
        Company shall have fully satisfied (including with respect to rights of timely
        notification) or obtained enforceable waivers in respect of any preemptive
        or
        similar rights directly or indirectly affecting any of its
        securities.

       

      5. Conditions
        of the Company’s Obligations at Closing. The
        obligations of the Company to sell the Notes to the Purchaser at the Initial
        Closing and at each Monthly Closing are subject to the fulfillment, on or
        before
        each such Closing, of each of the following conditions, unless otherwise
        waived:

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      5.1 Representations
        and Warranties.
        The
        representations and warranties of each Purchaser contained in Section 3
        shall be
        true and correct in all respects as of such Closing.

       

      5.2 Performance.
        The
        Purchaser shall have performed and complied with all covenants, agreements,
        obligations and conditions contained in this Agreement that are required
        to be
        performed or complied with by it on or before such Closing.

       

      5.3 Qualifications.
        All
        authorizations, approvals or permits, if any, of any governmental authority
        or
        regulatory body of the United States or of any state that are required in
        connection with the lawful issuance and sale of the Notes pursuant to this
        Agreement shall be obtained and effective as of the Closing..

       

      5.4 Option
        Agreement. The
        Purchaser shall have executed and delivered the Option Agreement.

       

      5.5 Voting
        Agreement.
        The
        Purchase shall have executed and delivered the Voting Agreement.

       

      6. Miscellaneous.

       

      6.1 Survival
        of Warranties. Unless
        otherwise set forth in this Agreement, the representations and warranties
        of the
        Company and the Purchasers contained in or made pursuant to this Agreement
        shall
        survive the execution and delivery of this Agreement and the Closing and
        shall
        in no way be affected by any investigation or knowledge of the subject matter
        thereof made by or on behalf of the Purchasers or the Company.

       

      6.2 Successors
        and Assigns. The
        terms
        and conditions of this Agreement shall inure to the benefit of and be binding
        upon the respective successors and assigns of the parties. Nothing in this
        Agreement, express or implied, is intended to confer upon any party other
        than
        the parties hereto or their respective successors and assigns any rights,
        remedies, obligations, or liabilities under or by reason of this Agreement,
        except as expressly provided in this Agreement.

       

      6.3 Governing
        Law. This
        Agreement and any controversy arising out of or relating to this Agreement
        shall
        be governed by and construed in accordance with the internal laws of the
        Commonwealth of Massachusetts, without regard to conflict of law principles
        that
        would result in the application of any law other than the law of the
        Commonwealth of Massachusetts.

       

      6.4 Counterparts;
        Facsimile. This
        Agreement may be executed and delivered by facsimile signature and in two
        or
        more counterparts, each of which shall be deemed an original, but all of
        which
        together shall constitute one and the same instrument.

       

      6.5 Titles
        and Subtitles. The
        titles and subtitles used in this Agreement are used for convenience only
        and
        are not to be considered in construing or interpreting this
        Agreement.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      6.6 Notices.
         All
        notices and other communications given or made pursuant to this Agreement
        shall
        be in writing and shall be deemed effectively given
        upon the
        earlier of actual receipt or: (i) personal delivery to the party to be notified;
        (ii) when sent, if sent by electronic mail or facsimile during the recipient’s
        normal business hours, and if not sent during normal business hours, then
        on the
        recipient’s next business day; (iii) five (5) days after having been sent by
        registered or certified mail, return receipt requested, postage prepaid;
        or (iv)
        one (1) business
        day
        after
        the
        business day of
        deposit
        with a nationally recognized overnight courier, freight prepaid, specifying
        next-day delivery, with written verification of receipt. All communications
        shall be sent to the respective parties at their addresses as set forth on
        the
        signature pages or Schedule A (as applicable) hereto, or to the
        principal office of the Company and to the attention of the Chief Executive
        Officer, in the case of the Company, or to such
        email address, facsimile number, or address as subsequently modified by written
        notice given in accordance with this Section 6.5. If notice is given to the
        Investor, a copy shall also be given to Morse, Barnes-Brown & Pendleton,
        P.C., Reservoir Place, 1601 Trapelo Road, Waltham, Massachusetts 02451,
        Attention: Jeffrey P. Steele.

       

      6.7 No
        Finder’s Fees. Each
        party represents that it neither is nor will be obligated for any finder’s fee
        or commission in connection with this transaction. The Purchaser agrees to
        indemnify and to hold harmless the Company from any liability for any commission
        or compensation in the nature of a finder’s or broker’s fee arising out of this
        transaction (and the costs and expenses of defending against such liability
        or asserted liability) for which the Purchaser or any of its officers,
        employees, or representatives is responsible. The Company agrees to indemnify
        and hold harmless the Purchaser from any liability for any commission or
        compensation in the nature of a finder’s or broker’s fee arising out of
        this transaction (and the costs and expenses of defending against such liability
        or asserted liability) for which the Company or any of its officers, employees
        or representatives is responsible.

       

      6.8 Fees
        and Expenses. Each
        party hereto shall bear its own fees and expenses relating to the Transaction
        Agreements.

       

      6.9 Attorneys’
        Fees. If
        any
        action at law or in equity (including arbitration) is necessary to enforce
        or
        interpret the terms of any of the Transaction Agreements, the prevailing
        party
        shall be entitled to reasonable attorneys’ fees, costs and necessary
        disbursements in addition to any other relief to which such party may be
        entitled.

       

      6.10 Amendments
        and Waivers. Any
        term
        of this Agreement may be amended, terminated or waived solely with the written
        consent of the Company and the Purchaser.

       

      6.11 Severability.
        The
        invalidity or unenforceability of any provision hereof shall in no way affect
        the validity or enforceability of any other provision.

       

      6.12 Delays
        or Omissions. No
        delay
        or omission to exercise any right, power or remedy accruing to any party
        under
        this Agreement, upon any breach or default of any other party under this
        Agreement, shall impair any such right, power or remedy of such non-breaching
        or
        non-defaulting party nor shall it be construed to be a waiver of any such
        breach
        or default, or an acquiescence therein, or of or in any similar breach or
        default thereafter occurring; nor shall any waiver of any single breach or
        default be deemed a waiver of any other breach or default theretofore or
        thereafter occurring. Any waiver, permit, consent or approval of any kind
        or
        character on the part of any party of any breach or default under this
        Agreement, or any waiver on the part of any party of any provisions or
        conditions of this Agreement, must be in writing and shall be effective only
        to
        the extent specifically set forth in such writing. All remedies, either under
        this Agreement or by law or otherwise afforded to any party, shall be cumulative
        and not alternative.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      6.13 Entire
        Agreement. This
        Agreement (including the Exhibits hereto), the Operating Agreement and the
        other
        Transaction Agreements constitute the full and entire understanding and
        agreement between the parties with respect to the subject matter hereof,
        and any
        other written or oral agreement relating to the subject matter hereof existing
        between the parties are expressly canceled. 

       

      6.14 Dispute
        Resolution.  The
        parties (a) hereby irrevocably and unconditionally submit to the jurisdiction
        of
        the federal and state courts located within the geographic boundaries of
        the
        United States District Court for the District of Massachusetts for the purpose
        of any suit, action or other proceeding arising out of or based upon this
        Agreement, (b) agree not to commence any suit, action or other proceeding
        arising out of or based upon this Agreement except in the federal and state
        courts located within the geographic boundaries of
        the
        United States District Court for the District of Massachusetts, and (c) hereby
        waive, and agree not to assert, by way of motion, as a defense, or otherwise,
        in
        any such suit, action or proceeding, any claim that it is not subject personally
        to the jurisdiction of the above-named courts, that its property is exempt
        or
        immune from attachment or execution, that the suit, action or proceeding
        is
        brought in an inconvenient forum, that the venue of the suit, action or
        proceeding is improper or that this Agreement or the subject matter hereof
        may
        not be enforced in or by such court.

       

      6.15 No
        Commitment for Additional Financing. The
        Company acknowledges and agrees that the Purchaser has not made any
        representation, undertaking, commitment or agreement to provide or assist
        the
        Company in obtaining any financing, investment or other assistance, other
        than
        the purchase of the Notes as set forth herein and subject to the conditions
        set
        forth herein. In addition, the Company acknowledges and agrees that (i) no
        statements, whether written or oral, made by the Purchaser or its
        representatives on or after the date of this Agreement shall create an
        obligation, commitment or agreement to provide or assist the Company in
        obtaining any financing or investment, (ii) the Company shall not rely on
        any such statement by the Purchaser or its representatives and (iii) an
        obligation, commitment or agreement to provide or assist the Company in
        obtaining any financing or investment may only be created by a written
        agreement, signed by the Purchaser and the Company, setting forth the terms
        and
        conditions of such financing or investment and stating that the parties intend
        for such writing to be a binding obligation or agreement. The Purchaser shall
        have the right, in its sole and absolute discretion, to refuse or decline
        to
        participate in any other financing of or investment in the Company, and shall
        have no obligation to assist or cooperate with the Company in obtaining any
        financing, investment or other assistance.

       

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      IN
        WITNESS WHEREOF, the parties have executed this Convertible Note Purchase
        Agreement as of the date first written above.

      

        
          	
                  COMPANY:

                
	 
	 
	
                  By:
                    /s/Bryan Thompson                                                                   
                     

                
	 
	
                  Name:
                    Bryan Thompson                                                                    
                    

                
	
                  (print)    

                
	 
	
                  Title:
                    President                                                                                    
                    

                
	 
	
                  Address:

                
	 
	
                  PURCHASER:

                
	 
	
                  ZOOM
                    TECHNOLOGIES, INC.

                
	 
	
                  /s/Frank Manning                                                                                 
                    

                
	
                  By:
                    Frank Manning, President