ex1011.htm


    MEDEFILE
      INTERNATIONAL, INC.

    SECURITIES
      PURCHASE AGREEMENT

     

    This
      Securities Purchase Agreement (this
“Agreement”) is made and entered into as of 
______________, by and among Medefile International, Inc., a
      Nevada corporation (the “Company”), and each of the
      purchasers listed on Exhibit A attached hereto (collectively, the
“Purchasers” and individually, a
“Purchaser”).

     

    Recitals

     

    A.           The
      Company desires to issue and sell to the Purchasers, and the Purchasers desire
      to purchase from the Company, up to 20,000,000 units (each, a “Unit”), each Unit
      consisting of one share of common stock, par value $0.001 per share, of the
      Company (the “Common Stock”), and six-tenths of one
      three-year warrants (a “Warrant” and collectively, the
“Warrants”) on the terms and
      subject to the conditions
      set forth in this Agreement.

     

    B.           The
      Company and each Purchaser are executing and delivering this Agreement in
      reliance upon the exemption from securities registration afforded by the
      provisions of Regulation D (“Regulation D”), as
      promulgated by the United States Securities and Exchange Commission (the
“SEC”) under the Securities Act of 1933, as amended
      (the “Securities Act”).

     

    The
      parties hereto agree as follows:

     

    1.  Agreement
      To Purchase And Sell Stock.

     

    (a)  Authorization.  The
      Company’s Board of Directors has authorized the issuance and sale, pursuant to
      the terms and conditions of this Agreement, of up to 20,000,000 Units,
      consisting of up to 20,000,000 shares of Common Stock (the “Purchased
      Shares”) and three-year warrants to purchase up to 12,000,000 shares,
      substantially in the form attached hereto as Exhibit A.  Each whole
      Warrant included in the Units shall be exercisable to purchase one share of
      Common Stock at $0.60 per share (the “Purchased Warrants” and together with the
      Purchased Shares, the “Purchased Securities”).

     

    (b)  Agreement
      to Purchase and Sell Securities.  On the terms and subject to
      the conditions contained in this Agreement, each Purchaser severally agrees
      to
      purchase, and the Company agrees to sell and issue to each Purchaser, at Closing
      (as defined below), that number of Shares set forth on such Purchaser’s
      signature page.  The purchase price of each Share (the “Per Share
      Price”) shall be $0.15.

     

    (c)  Use
      of Proceeds.  The Company intends to apply the net proceeds
      from the sale of the Purchased Securities for working capital and general
      corporate purposes, as well as for strategic purposes in connection with
      selected acquisitions that may be considered in the future to expand its product
      and service offerings.

     

    (d)  Obligations
      Several Not Joint.  The obligations of each Purchaser under
      this Agreement are several and not joint with the obligations of any other
      Purchaser, and no Purchaser shall be responsible in any way for the performance
      of the obligations of any other Purchaser under this
      Agreement.  Nothing contained herein, and no action taken by any
      Purchaser pursuant hereto, shall be deemed to constitute the Purchasers as
      a
      partnership, an association, a joint venture or any other kind of entity, or
      create a presumption that the Purchasers are in any way acting in concert or
      as
      a group with respect to such obligations or the transactions contemplated by
      this Agreement.  Each Purchaser shall be entitled to independently
      protect and enforce its rights, including without limitation the rights arising
      out of this Agreement, and it shall not be necessary for any other Purchaser
      to
      be joined as an additional party in any proceeding for such
      purpose.

     

    
      
        
        

      

      
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    2.  Closing.  The
      closing of the purchase and sale of the Purchased Securities shall take place
      at
      the offices of Sichenzia Ross Friedman Ference LLP, 1065 Avenue of the Americas,
      New York, New York 10018 (the “SRFF Offices”) at 10:00
      a.m. Eastern time on ______________, , or at such other time and place as the
      Company and Purchasers representing a majority of the Shares to be purchased
      mutually agree upon (which time and place are referred to in this Agreement
      as
      the “Closing”).  At the Closing, the Company
      shall, against delivery of payment for the Purchased Securities by wire transfer
      of immediately available funds in accordance with the Company’s instructions,
      (a) authorize its transfer agent to issue to each Purchaser one or more stock
      certificates (the “Certificates”) registered in the
      name of each Purchaser (or in such nominee name(s) as designated by such
      Purchaser in the Stock Certificate Questionnaire (attached hereto as Appendix
      I)
      (the “Stock Certificate Questionnaire”), representing
      the appropriate number of Purchased Shares based on the number of Shares to
      be
      purchased by such Purchaser as set forth on such Purchaser’s signature page, and
      bearing the legend set forth in Section 4(j) herein.  Closing
      documents may be delivered by facsimile with original signature pages sent
      by
      overnight courier. The date of the Closing is referred to herein as the “Closing
      Date.”

     

    3.  Representations
      and Warranties of The Company.  The Company hereby represents
      and warrants to each Purchaser that the statements in this Section 3 are true
      and correct:

     

    (a)  Organization,
      Good Standing and Qualification.  The Company and each of its
      Subsidiaries is a corporation duly organized, validly existing and in good
      standing under the laws of the jurisdiction in which it was formed. Each of
      the
      Company and its Subsidiaries has all corporate power and authority required
      to
      carry on its business as presently conducted and as described in the SEC
      Documents (as described below), and the Company has all corporate power and
      authority required to enter into this Agreement and the other agreements,
      instruments and documents contemplated hereby, and to consummate the
      transactions contemplated hereby and thereby.  Each of the Company and
      its Subsidiaries is duly qualified as a foreign entity to do business and is
      in
      good standing in each jurisdiction in which the failure to so qualify would
      have
      a Material Adverse Effect.  As used in this Agreement
“Subsidiaries” means any entity in which the Company owns, directly or
      indirectly, 100% of the capital stock.  Further, as used in this
      Agreement, “Material Adverse Effect” means a material adverse effect
      on, or a material adverse change in, or a group of such effects on or changes
      in, the business, operations, condition, financial or otherwise, results of
      operations, prospects, assets or liabilities of the Company and its
      subsidiaries, taken as a whole.

     

    
      
        
        

      

      
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    (b)  Capitalization.  The
      capitalization of the Company, without listing the Purchased Securities to
      be
      purchased pursuant to this Agreement, is as follows:

     

    (i)  The
      authorized capital stock of the Company consists of 300,000,000 shares of Common
      Stock, par value $0.001 per share, and 10,000,000 shares of preferred stock,
      par
      value $0.001 per share (“Preferred Stock”), of which
      no shares of Preferred Stock are issued or outstanding.

     

    (ii)  As
      of
      November 14, 2007, the issued and outstanding capital stock of the Company
      consisted of 178,733,910 shares of Common Stock and no shares of Preferred
      Stock. The shares of issued and outstanding capital stock of the Company have
      been duly authorized and validly issued, are fully paid and nonassessable and
      have not been issued in violation of or are not otherwise subject to any
      preemptive or other similar rights.  All such shares have been issued
      in compliance with applicable securities laws.

     

    (iii)  As
      of
      November 14, 2007 the Company had (a) 5,640,000 shares of Common Stock reserved
      for issuance upon exercise of outstanding options granted under the Company’s
      2006 Stock Option Plan (the “Option Plan”); and (b) no
      shares of Common Stock reserved for issuance upon exercise of outstanding
      warrants.

     

    (iv)  As
      of
      November 14, 2007, the Company had 4,360,000 shares of Common Stock available
      for future grant under the Option Plan.

     

    (v)  As
      of
      November 14, 2007, the Company had 10,200,000 shares of Common Stock reserved
      for issuance upon exercise of outstanding warrants issued to consultants for
      services to be provided.

     

    With
      the
      exception of the foregoing in this Section 3(b) and except as set forth in
      the
      SEC Documents (as defined in Section 3(k)(i) below), there are no outstanding
      subscriptions, options, warrants, convertible or exchangeable securities or
      other rights granted to or by the Company to purchase shares of Common Stock
      or
      other securities of the Company and there are no commitments, plans or
      arrangements to issue any shares of Common Stock or any security convertible
      into or exchangeable for Common Stock.  Except as set forth in SEC
      Documents, (A) no securities of the Company are entitled to preemptive or
      similar rights, and no person has any right of first refusal, preemptive right,
      right of participation, or any similar right to participate in the transactions
      contemplated by this Agreement; and (B)  the issue and sale of the
      Purchased Securities will not obligate the Company to issue shares of Common
      Stock or other securities to any person (other than the Purchasers) and will
      not
      result in a right of any holder of Company securities to adjust the exercise,
      conversion, exchange or reset price under such securities.  There are
      no stockholders agreements, voting agreements or other similar agreements with
      respect to the Company’s capital stock to which the Company is a party or, to
      the knowledge of the Company, between or among any of the Company’s
      stockholders.

     

    (c)  Subsidiaries.  Except
      as set forth in the SEC Documents, (i) the Company does not have any
      subsidiaries, and,  does not own any capital stock of, assets
      comprising the business of, obligations of, or any other interest (including
      any
      equity or partnership interest) in, any person or entity; (ii) the Company
      owns,
      directly or indirectly, all of the capital stock or other equity interests
      of
      each subsidiary free and clear of any liens, and all the issued and outstanding
      shares of capital stock of each subsidiary are validly issued and are fully
      paid, non-assessable and free of preemptive and similar rights to subscribe
      for
      or purchase securities.

     

    
      
        
        

      

      
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    (d)  Due
      Authorization.  All corporate actions on the part of the
      Company necessary for the authorization, execution, delivery of, and the
      performance of all obligations of the Company under this Agreement and the
      authorization, issuance, reservation for issuance and delivery of all of the
      Purchased Securities being sold under this Agreement have been taken, no further
      consent or authorization of the Company or the Board of Directors or its
      stockholders is required, and this Agreement constitutes the legal, valid and
      binding obligation of the Company, enforceable against the Company in accordance
      with its terms, except (i) as may be limited by (A) applicable bankruptcy,
      insolvency, reorganization or others laws of general application relating to
      or
      affecting the enforcement of creditors’ rights generally and (B) the effect of
      rules of law governing the availability of equitable remedies and (ii) as rights
      to indemnity or contribution may be limited under federal or state securities
      laws or by principles of public policy thereunder.

     

    (e)  Valid
      Issuance of Purchased Securities.

     

    (i)  Purchased
      Shares.  The Purchased Shares will be, upon payment therefor
      by the Purchasers in accordance with this Agreement, duly authorized, validly
      issued, fully paid and non-assessable, free from all taxes, liens, claims,
      encumbrances with respect to the issuance of such Purchased Shares and will
      not
      be subject to any pre-emptive rights or similar rights.

     

    (ii)  Purchased
      Warrants.  The Purchased Warrants will be, upon payment
      therefor by the Purchasers in accordance with this Agreement, duly authorized
      and validly issued, free from all taxes, liens, claims, encumbrances with
      respect to the issuance of such Purchased Warrants and will not be subject
      to
      any pre-emptive rights or similar rights.

     

    (iii)  Underlying
      Shares of Common Stock.  The issuance of the shares of Common
      Stock issued or issuable from time to time upon the exercise of the Purchased
      Warrants (the “Underlying Shares”) will be, and at all times prior to
      such exercise, will have been, duly authorized, duly reserved for issuance
      upon
      such exercise and payment of the exercise price of the Purchased Warrants,
      and
      will be, upon such exercise and payment, validly issued, fully paid and
      non-assessable free from all taxes, liens, claim, encumbrances with respect
      to
      the issuance of such shares and will not be subject to any pre-emptive rights
      or
      similar rights.  The Purchased Shares and the Underlying Shares are
      sometimes referred to herein as the Securities.

     

    (iv)  Compliance
      with Securities Laws.  Subject to the accuracy of the
      representations made by the Purchasers in Section 4 hereof, the Purchased
      Securities (assuming no unlawful redistribution of the Purchased Securities
      by
      the Purchasers or other parties as of the date hereof) will be issued to the
      Purchasers in compliance with applicable exemptions from (A) the registration
      and prospectus delivery requirements of the Securities Act and (B) the
      registration and qualification requirements of all applicable securities laws
      of
      the states of the United States.

     

    
      
        
        

      

      
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    (f)  Consents
      and Approvals.  No consent, approval, order or authorization
      of, or registration, qualification, designation, declaration or filing with,
      or
      notice to, any federal, state or local governmental authority or self regulatory
      agency or any other person on the part of the Company is required in connection
      with the issuance of the Purchased Securities to the Purchasers, or the
      consummation of the other transactions contemplated by this Agreement, except
      (i) such filings as have been made prior to the date hereof and (ii) such
      additional post-Closing filings as may be required to comply with applicable
      state and federal securities laws.

     

    (g)  Non-Contravention.  The
      execution, delivery and performance of this Agreement by the Company, and the
      consummation by the Company of the transactions contemplated hereby (including
      issuance of the Purchased Securities), do not: (i) contravene or conflict with
      the Certificate of Incorporation of the Company, as amended to date (the
“Certificate of Incorporation”), or the Bylaws of the
      Company, as amended to date (the “Bylaws”) or the
      organizational documents of any Subsidiary; (ii) constitute a violation of
      any
      provision of any federal, state, local or foreign law, rule, regulation, order
      or decree applicable to the Company; or (iii) constitute a default (or an event
      that with notice or lapse of time or both would become a default) or require
      any
      consent under, give rise to any right of termination, cancellation or
      acceleration of, or to a loss of any material benefit to which the Company
      is
      entitled under, or result in the creation or imposition of any lien, claim
      or
      encumbrance on any assets of the Company under, any material contract to which
      the Company is a party or any material permit, license or similar right relating
      to the Company or by which the Company may be bound or affected.

     

    (h)  Litigation.  Except
      as set forth in the SEC Documents, there is no action, suit, proceeding, claim,
      arbitration or investigation (“Action”) pending or, to
      the Company’s knowledge, threatened in writing: (i) against the Company or
      any of its Subsidiaries, their respective activities, properties or assets,
      or
      any officer, director or employee of the Company or any of its Subsidiaries
      in
      connection with such officer’s, director’s or employee’s relationship with, or
      actions taken on behalf of, the Company or any of its Subsidiaries, that is
      reasonably likely to have a Material Adverse Effect; or (ii) that seeks to
      prevent, enjoin, alter, challenge or delay the transactions contemplated by
      this
      Agreement (including the issuance of the Purchased
      Securities).  Neither the Company nor any of its Subsidiaries is a
      party to or subject to the provisions of, any order, writ, injunction, judgment
      or decree of any court or government agency or instrumentality.  No
      Action is currently pending nor does the Company or any of its Subsidiaries
      intend to initiate any Action that is reasonably likely to have a Material
      Adverse Effect.

     

    (i)  Compliance.  The
      Company is not in violation or default of any provisions of the Certificate
      of
      Incorporation or the Bylaws and none of the Company’s Subsidiaries is in
      violation nor default of any provisions of their respective organizational
      documents.  The Company and each of its Subsidiaries has complied and
      is currently in compliance with all applicable statutes, laws, rules,
      regulations and orders of the United States of America and all states thereof,
      foreign countries and other governmental bodies and agencies having jurisdiction
      over the Company’s or each subsidiary’s respective businesses or properties,
      except for any instance of non-compliance that has not had, and would not
      reasonably be expected to have, a Material Adverse Effect.  Neither
      the Company nor any of its Subsidiaries is in default under or in violation
      of
      (and no event has occurred that has not been waived that, with notice or lapse
      of time or both, would result in a default by the Company or any subsidiary
      under), nor has the Company or any Subsidiary received notice of a claim that
      it
      is in default under or that it is in violation of, any indenture, loan or credit
      agreement or any other agreement or instrument to which it is a party or by
      which it or any of its properties is bound (whether or not such default or
      violation has been waived), except as does not, individually or in the
      aggregate, have or reasonably be expected to result in a Material Adverse
      Effect.

     

    
      
        
        

      

      
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    (j)  Material
      Non-Public Information.  The Company has not provided to the
      Purchasers any material non-public information other than information related
      to
      the transactions contemplated by this Agreement, all of which information
      related to the transactions contemplated hereby shall be disclosed by the
      Company pursuant to Section 8(n) hereof.  The Company understands and
      confirms that each Purchaser shall be relying on the foregoing representations
      in effecting transactions in securities of the Company.

     

    (k)  SEC
      Documents.

     

    (i)  Reports.  The
      Company has filed in a timely manner 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
      “Exchange Act”), and the rules and regulations
      promulgated thereunder.  The Company has made available to the
      Purchasers prior to the date hereof copies of its Annual Report on Form 10-KSB
      for the fiscal year ended December 31, 2006 (the “Form
      10-KSB”), its Quarterly Report on Form 10-QSB for the fiscal
      quarter ended June 30, 2007 (the “Form 10-QSB”) and
      any Current Report on Form 8-K for events occurring since December 31, 2006
      (“Forms 8-K”) filed by the Company with the SEC (the
      Form 10-KSB, the Form 10-QSB and the Forms 8-K are collectively referred to
      herein as the “SEC Documents”).  Each of the
      SEC Documents, as of the respective dates thereof (or, if amended or superseded
      by a filing prior to the Closing Date, then on the date of such filing), did
      not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary in order to make the statements made therein, in light of the
      circumstances under which they were made, not misleading.  Each SEC
      Document, as it may have been subsequently amended by filings made by the
      Company with the SEC prior to the date hereof, complied in all material respects
      with the requirements of the Exchange Act and the rules and regulations of
      the
      SEC promulgated thereunder applicable to such SEC Document.

     

    (ii)  Sarbanes-Oxley.  The
      Chief Executive Officer and the Chief Financial Officer of the Company have
      signed, and the Company has furnished to the SEC, all certifications required
      by
      Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.  Such
      certifications contain no qualifications or exceptions to the matters certified
      therein and have not been modified or withdrawn; and neither the Company nor
      any
      of its officers has received notice from any governmental entity questioning
      or
      challenging the accuracy, completeness, form or manner of filing or submission
      of such certifications.  The Company is otherwise in compliance in all
      material respects with all applicable effective provisions of the Sarbanes-Oxley
      Act of 2002 and the rules and regulations issued thereunder by the
      SEC.  The Company has established disclosure controls and procedures
      (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company
      and
      designed such disclosure controls and procedures to ensure that information
      required to be disclosed by the Company in the reports it files or submits
      under
      the Exchange Act is recorded, processed, summarized and reported, within the
      time periods specified in the SEC’s rules and forms.  The Company’s
      certifying officers have evaluated the effectiveness of the Company’s disclosure
      controls and procedures as of the end of the period covered by the Company’s
      most recently filed periodic report under the Exchange Act (such date, the
      “Evaluation Date”).  The Company presented in its most recently
      filed periodic report under the Exchange Act the conclusions of the certifying
      officers about the effectiveness of the disclosure controls and procedures
      based
      on their evaluations as of the Evaluation Date.  Since the Evaluation
      Date, there have been no changes in the Company’s internal control over
      financial reporting (as such term is defined in the Exchange Act) that has
      materially affected, or is reasonably likely to materially affect, the Company’s
      internal control over financial reporting.

     

    
      
        
        

      

      
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    (iii)  Financial
      Statements.  The financial statements of the Company in the
      SEC Documents present fairly, in accordance with United States generally
      accepted accounting principles (“GAAP”), consistently applied, the
      financial position of the Company as of the dates indicated, and the results
      of
      its operations and cash flows for the periods therein specified, subject, in
      the
      case of unaudited financial statements for interim periods, to normal year-end
      audit adjustments.

     

    (l)  Absence
      of Certain Changes since the Balance Sheet Date.  Except as
      set forth in the SEC Documents, since December 31, 2006, the business and
      operations of the Company and each of its Subsidiaries have been conducted
      in
      the ordinary course consistent with past practice, and there has not
      been:

     

    (i)  any
      declaration, setting aside or payment of any dividend or other distribution
      of
      the assets of the Company or any of its Subsidiaries with respect to any shares
      of capital stock of the Company or any of its Subsidiaries or any repurchase,
      redemption or other acquisition by the Company or any subsidiary of the Company
      of any outstanding shares of the Company’s capital stock (and the Company has
      not made any agreements to do any of the foregoing);

     

    (ii)  any
      damage, destruction or loss, whether or not covered by insurance, except for
      such occurrences, individually and collectively, that have not had, and would
      not reasonably be expected to have, a Material Adverse Effect;

     

    (iii)  any
      waiver by the Company or any of its Subsidiaries of a valuable right or of
      a
      material debt owed to it, except for such waivers, individually and
      collectively, that have not had, and would not reasonably be expected to have,
      a
      Material Adverse Effect;

     

    (iv)  any
      material change or amendment to, or any waiver of any material right under
      a
      material contract or arrangement by which the Company or any of its Subsidiaries
      or any of its or their respective assets or properties is bound or
      subject;

     

    (v)  any
      change by the Company in its accounting principles, methods or practices or
      in
      the manner in which it keeps its accounting books and records, except any such
      change required by a change in GAAP or by the SEC; or

     

    (vi)  any
      other
      event or condition of any character, except for such events and conditions
      that
      have not resulted, and are not expected to result, either individually or
      collectively, in a Material Adverse Effect.

     

    
      
        
        

      

      
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    (m)  Intellectual
      Property.

     

    (i)  Except
      as
      set forth in the SEC Documents, the Company and each of its Subsidiaries owns
      or
      possesses sufficient rights to use all patents, patent rights, inventions,
      trade
      secrets, know-how, trademarks, service marks, trade names, copyrights,
      information and other proprietary rights and processes (collectively,
“Intellectual Property”), which are necessary to
      conduct its or their respective businesses as currently conducted and as
      described in the SEC Documents free and clear of all liens, encumbrances and
      other adverse claims, except where the failure to own or possess free and clear
      of all liens, encumbrances and other adverse claims would not reasonably be
      expected to result, either individually or in the aggregate, in a Material
      Adverse Effect.

     

    (ii)  Neither
      the Company nor any of its Subsidiaries has received any written notice of,
      nor
      has knowledge of, any infringement of or conflict with rights of others with
      respect to any Intellectual Property and neither the Company nor any of its
      Subsidiaries has knowledge of any infringement, misappropriation or other
      violation of any Intellectual Property by any third party, which, in either
      case, either individually or in the aggregate, if the subject of an unfavorable
      decision, ruling or finding, would reasonably be expected to have a Material
      Adverse Effect.

     

    (iii)  To
      the
      Company’s knowledge, none of the patent rights owned or licensed by the Company
      or any of its Subsidiaries are unenforceable or invalid.

     

    (iv)  Each
      employee, consultant and contractor of the Company and each of its Subsidiaries
      who has had access to the Intellectual Property has executed a valid and
      enforceable agreement to maintain the confidentiality of such Intellectual
      Property and assigning all rights to the Company or such subsidiary to any
      inventions, improvements, discoveries or information relating to the business
      of
      the Company or such subsidiary.  The Company is not aware that any of
      its or its Subsidiaries’ 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 interfere with their duties to the Company or such subsidiary or that
      would conflict with the Company’s or such subsidiary’s business.

     

    (v)  Neither
      the Company nor any of its Subsidiaries is subject to any “open source” or
“copyleft” obligations or otherwise required to make any public disclosure or
      general availability of source code either used or developed by the Company
      or
      any of its Subsidiaries.

     

    (n)  Registration
      Rights.  Except as set forth in the SEC Documents, the Company is not
      currently subject to any agreement providing any person or entity any rights
      (including piggyback registration rights) to have any securities of the Company
      registered with the SEC or registered or qualified with any other governmental
      authority.

     

    
      
        
        

      

      
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    (o)  Title
      to Property and Assets.  Except as set forth in the SEC
      Documents, the properties and assets of the Company and its Subsidiaries are
      owned by the Company and its Subsidiaries free and clear of all mortgages,
      deeds
      of trust, liens, charges, encumbrances and security interests except for (i)
      statutory liens for the payment of current taxes that are not yet delinquent and
      (ii) liens, encumbrances and security interests that arise in the ordinary
      course of business and do not in any material respect affect the properties
      and
      assets of the Company.  With respect to the property and assets it
      leases, the Company is in compliance with such leases in all material
      respects.

     

    (p)  Taxes.  The
      Company and each of its Subsidiaries has filed or has valid extensions of the
      time to file all necessary federal, state, and foreign income and franchise
      tax
      returns due prior to the date hereof and has paid or accrued all taxes shown
      as
      due thereon, and the Company has no knowledge of any material tax deficiency
      that has been or might be asserted or threatened against it or any of its
      Subsidiaries.

     

    (q)  Insurance.  The
      Company and its Subsidiaries maintain insurance of the types and in the amounts
      that the Company reasonably believes is prudent and adequate for its business
      and which is at least as extensive as is customary for other companies in the
      Company’s industry, all of which insurance is in full force and
      effect.

     

    (r)  Labor
      Relations.  No material labor dispute exists or, to the
      knowledge of the Company, is imminent with respect to any of the employees
      of
      the Company or any of its Subsidiaries.  No executive officer, to the
      knowledge of the Company, is, or is now expected to be, in violation of any
      material term of any employment contract, confidentiality, disclosure or
      proprietary information agreement or non-competition agreement, or any other
      contract or agreement or any restrictive covenant, and the continued employment
      of each such executive officer does not subject the Company or any of its
      Subsidiaries to any liability with respect to any of the foregoing
      matters.

     

    (s)  Internal
      Accounting Controls.  The Company and its Subsidiaries
      maintain a system of internal accounting controls sufficient to provide
      reasonable assurance that (i) transactions are executed in accordance with
      management’s general or specific authorizations, (ii) transactions are
      recorded as necessary to permit preparation of financial statements in
      conformity with GAAP 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.

     

    (t)  Transactions
      With Officers and Directors.  Except as set forth in the SEC
      Documents, none of the officers or directors of the Company has entered into
      any
      transaction with the Company or any Subsidiary that would be required to be
      disclosed pursuant to Item 404(a) or (c) of Regulation S-K of the
      SEC.

     

    (u)  General
      Solicitation.  Neither the Company nor any other person or
      entity authorized by the Company to act on its behalf has engaged in a general
      solicitation or general advertising (within the meaning of Regulation D of
      the
      Securities Act) of investors with respect to offers or sales of the Purchased
      Securities.  The Company has offered the Securities for sale only to
      the Purchasers and certain other “accredited investors” within the meaning of
      Rule 501 under the Securities Act.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (v)  Listing
      Matters.  The Common Stock of the Company is listed on the
      Over The Counter Bulletin Board (the “OTCBB”) under
      the ticker symbol “MDFI.”  The issuance and sale of the Purchased
      Securities under this Agreement does not contravene the rules and regulations
      of
      the OTCBB.

     

    (w)  Investment
      Company.  The Company and each of its Subsidiaries is not
      now, and after the sale of the Purchased Securities under this Agreement and
      the
      application of the net proceeds from the sale of the Purchased Securities
      described in Section 1(b) herein will not be, an “investment company” within the
      meaning of the Investment Company Act of 1940, as amended.

     

    (y)      No
      Integrated Offering.  Neither the Company, nor any
      Affiliate of the Company, nor any person acting on its or their behalf has,
      directly or indirectly, engaged in any form of general solicitation or general
      advertising with respect to any security or made any offers or sales of any
      security or solicited any offers to buy any security, under circumstances that
      would cause the offering or issuance of the Purchased Securities to be
      integrated with prior offerings by the Company for purposes of the Securities
      Act which would cause Regulation D or any other applicable exemption from
      registration under the Securities Act to be unavailable, or would cause any
      applicable state securities laws exemptions or any applicable stockholder
      approval provisions exemptions, including, without limitation, under the rules
      and regulations of any national securities exchange or automated quotation
      system on which any of the securities of the Company are listed or designated
      to
      be unavailable, nor will the Company take any action or steps that would cause
      the offering or issuance of the Purchased Securities to be integrated with
      other
      offerings.

    


    (z)       Brokers.  Neither
      the Company nor any Subsidiary has any liability to pay any fees, commissions
      or
      other similar compensation to any broker, finder, investment banker, financial
      advisor or other similar person in connection with the transactions contemplated
      by this Agreement.  The Purchasers shall have no obligation with
      respect to any fees or with respect to any claims made by or on behalf of other
      persons for fees of a type contemplated in this Section that may be due in
      connection with the transactions contemplated by this Agreement.

    


    (aa)     Pensions;
      Benefits.  (a)  Neither the Company nor any
      subsidiary or ERISA Affiliate maintains or contributes to any Plan other than
      those disclosed in the SEC Documents.

    


    (i)  The
      Company and each ERISA Affiliate is in compliance with ERISA and no
      contributions required to be made by the Company or any ERISA Affiliate to
      any
      pension plan are overdue.

     

    (ii)  No
      liability to the PBGC has been or is expected to be incurred by the Company
      or
      any ERISA Affiliate with respect to any pension plan that, individually or
      in
      the aggregate, could reasonably be expected to have a Material Adverse
      Effect.  No circumstance exists that constitutes grounds under section
      4042 of ERISA entitling the PBGC to institute proceedings to terminate, or
      appoint a trustee to administer, any pension plan or trust created thereunder,
      nor has the PBGC instituted any such proceeding.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (ii)      Neither
      the Company nor any ERISA Affiliate has incurred or presently expects to incur
      any withdrawal liability under Title IV of ERISA with respect to any
      multiemployer plan.  There have been no “reportable events” (as such
      term is defined in section 4043 of ERISA) with respect to any multiemployer
      plan
      that could result in the termination of such multiemployer plan and give rise
      to
      a liability of the Company or any ERISA Affiliate in respect
      thereof.  Neither the Company or any subsidiary has incurred or does
      it expect to incur liability under Sections 412 or 4971 of the Code; and each
      “pension plan” for which the Company would have any liability that is intended
      to be qualified under Section 401(a) of the Code has been determined by the
      Internal Revenue Service to be so qualified and nothing has occurred, whether
      by
      action or by failure to act, which could reasonably be expected to cause the
      loss of such qualification.

     

    For
      purposes of this section 3(aa) “Code” means the
      Internal Revenue Code of 1986; “ERISA” means the
      Employee Retirement Income Security Act of 1974; “ERISA
      Affiliate” means any person required to be aggregated with the
      Company or any subsidiary of the Company under Sections 414(b), (c), (m) or
      (o)
      of the Code; “PBGC” means the Pension Benefit Guaranty
      Corporation; and “Plan” means any employee benefit
      plan, program or arrangement, whether oral or written, maintained or contributed
      to by the Company, any subsidiary of the Company or any ERISA Affiliate, or
      with
      respect to which the Company, any of its Subsidiaries or any ERISA Affiliate
      may
      incur liability.

    


    (bb)     Application
      of Takeover Protections.  The Company and its Board of
      Directors have taken all necessary action, if any, in order to render
      inapplicable any control share acquisition, business combination, poison pill
      (including any distribution under a rights agreement) or other similar
      anti-takeover provision under the Company’s Certificate of Incorporation (or
      similar charter documents) or the laws of its state of incorporation that is
      or
      could become applicable to the Purchasers as a result of the Purchasers and
      the
      Company fulfilling their obligations or exercising their rights under this
      Agreement, including without limitation as a result of the Company’s issuance of
      the Purchased Securities and the Purchasers’ ownership of the Purchased
      Securities.

    


    (cc)     Purchaser
      Representations.  The Company acknowledges and agrees that no
      Purchaser makes or has made any representations or warranties with respect
      to
      the transactions contemplated hereby other than those specifically set forth
      in
      Section 4 hereof.

    


    (dd)     Solvency.  Based
      on the financial condition of the Company as of the Closing Date after giving
      effect to the receipt by the Company of the proceeds from the sale of the
      Purchased Securities hereunder, (i) the fair saleable value of the Company’s
      assets exceeds the amount that will be required to be paid on or in respect
      of
      the Company’s existing debts and other liabilities (including known contingent
      liabilities) as they mature; (ii) the Company’s assets do not constitute
      unreasonably small capital to carry on its business as now conducted and as
      proposed to be conducted including its capital needs taking into account the
      particular capital requirements of the business conducted by the Company, and
      projected capital requirements and capital availability thereof; and (iii)
      the
      current cash flow of the Company, together with the proceeds the Company would
      receive, were it to liquidate all of its assets, after taking into account
      all
      anticipated uses of the cash, would be sufficient to pay all amounts on or
      in
      respect of its liabilities when such amounts are required to be
      paid.  The Company does not intend to incur debts beyond its ability
      to pay such debts as they mature (taking into account the timing and amounts
      of
      cash to be payable on or in respect of its debt).  The SEC Documents
      set forth as of the dates thereof all outstanding secured and unsecured
      Indebtedness of the Company or any subsidiary, or for which the Company or
      any
      subsidiary has commitments.  For the purposes of this Agreement,
“Indebtedness” shall mean (a) any liabilities for
      borrowed money or amounts owed in excess of $50,000 (other than trade accounts
      payable incurred in the ordinary course of business), (b) all guaranties,
      endorsements and other contingent obligations in respect of Indebtedness of
      others, whether or not the same are or should be reflected in the Company’s
      balance sheet (or the notes thereto), except guaranties by endorsement of
      negotiable instruments for deposit or collection or similar transactions in
      the
      ordinary course of business; and (c) the present value of any lease payments
      in
      excess of $50,000 due under leases required to be capitalized in accordance
      with
      GAAP. Neither the Company nor any subsidiary is in default with respect to
      any
      Indebtedness.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    (ee)     No
      Disagreements with Accountants and Lawyers.  There are no
      disagreements of any kind presently existing, or reasonably anticipated by
      the
      Company to arise, between the Company and the accountants and lawyers formerly
      or presently employed by the Company.

    


    (ff)      Acknowledgment
      Regarding Purchasers’ Purchase of Purchased Securities.  The
      Company acknowledges and agrees that each of the Purchasers is acting solely
      in
      the capacity of an arm’s length purchaser with respect to this Agreement and the
      transactions contemplated hereby.  The Company further acknowledges
      that no Purchaser 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 advice given by any Purchaser or any of their
      respective representatives or agents in connection with this Agreement and
      the
      transactions contemplated hereby is merely incidental to the Purchasers’
purchase of the Purchased Securities.  The Company further represents
      to each Purchaser that the Company’s decision to enter into this Agreement has
      been based solely on the independent evaluation of the transactions contemplated
      hereby by the Company and its representatives.

    


    (gg)    Manipulation
      of Price.  The Company has not, and to its knowledge no one acting
      on its behalf has, (i) taken, directly or indirectly, any action designed to
      cause or to result in the stabilization or manipulation of the price of any
      security of the Company to facilitate the sale or resale of any of the Purchased
      Securities, (ii) sold, bid for, purchased, or, paid any compensation for
      soliciting purchases of, any of the Purchased Securities or (iii) paid or agreed
      to pay to any person any compensation for soliciting another to purchase any
      other securities of the Company, other than, in the case of clauses (ii) and
      (iii), compensation paid to the Company’s placement agent and any approved
      broker-dealers in connection with the placement of the Purchased
      Securities.

    


    (hh)    Legend
      Removal.  The Company agrees, upon a Purchaser’s reasonable
      request, to reissue certificates representing any of the Purchased Shares
      without the legend set forth in Section 4(j)(i) below: (i) while a registration
      statement covering the resale of such securities is effective under the
      Securities Act, (ii) following any sale of such securities pursuant to Rule
      144
      (assuming the transferor is not an affiliate of the Company), (iii) if such
      Securities are eligible for sale under Rule 144(k) (to the extent that the
      applicable Purchaser provides a certification or legal opinion to the Company
      to
      that effect), or (iv) if such legend is not required under applicable
      requirements of the Securities Act (including controlling judicial
      interpretations and pronouncements issued by the Commission). Following the
      effective date of a registration statement, which includes the Purchased
      Securities, or at such earlier time as a legend is no longer required for the
      Purchased Shares and the Underlying Shares, the Company will, promptly following
      the delivery by a Purchaser to the Company or the Company’s transfer agent of a
      legended certificate representing such securities, deliver or cause to be
      delivered to such Purchaser a certificate representing such securities that
      is
      free from all restrictive legends.  If requested by a Purchaser,
      certificates for securities subject to legend removal hereunder shall be
      transmitted by the transfer agent of the Company to the Purchasers by crediting
      the account of the Purchaser’s prime broker with the Depository Trust Company
      (“DTC”).

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    (jj)      Equal
      Treatment of Purchasers.  No consideration shall be offered
      or paid to any person to amend or consent to a waiver or modification of any
      provision of any of this Agreement unless the same consideration is also offered
      to all of the parties to such agreements.  For clarification purposes,
      this provision constitutes a separate right granted to each Purchaser by the
      Company and negotiated separately by each Purchaser, and is intended for the
      Company to treat the Purchasers as a class and shall not in any way be construed
      as the Purchasers acting in concert or as a group with respect to the purchase,
      disposition or voting of Securities or otherwise.

    


    4.    
      Representations,
      Warranties and Certain Agreements of The Purchasers.  Each
      Purchaser hereby represents and warrants to the Company, severally and not
      jointly, and agrees that:

     

    (a)  Organization,
      Good Standing and Qualification.  The Purchaser has all
      corporate, membership or partnership power and authority required to enter
      into
      this Agreement and the other agreements, instruments and documents contemplated
      hereby, and to consummate the transactions contemplated hereby and
      thereby.

     

    (b)  Authorization.  The
      execution of this Agreement has been duly authorized by all necessary corporate,
      membership or partnership action on the part of the Purchaser.  This
      Agreement constitutes the Purchaser’s legal, valid and binding obligation,
      enforceable in accordance with its terms, except (i) as may be limited by (A)
      applicable bankruptcy, insolvency, reorganization or other laws of general
      application relating to or affecting the enforcement of creditors’ rights
      generally and (B) the effect of rules of law governing the availability of
      equitable remedies and (ii) as rights to indemnity or contribution may be
      limited under federal or state securities laws or by principles of public policy
      thereunder.

     

    (c)  Litigation.  There
      is no Action pending to which such Purchaser is a party that is reasonably
      likely to prevent, enjoin, alter or delay the transactions contemplated by
      this
      Agreement.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (d)  Purchase
      for Own Account.  The Purchased Securities are being acquired
      for investment for the Purchaser’s own account, not as a nominee or agent, and
      not with a view to the public resale or distribution thereof within the meaning
      of the Securities Act, without prejudice, however, to such Purchaser’s right at
      all times to sell or otherwise dispose of all or any part of such securities
      in
      compliance with applicable federal and state securities laws and as otherwise
      contemplated by this Agreement.  The Purchaser also represents that it
      has not been formed for the specific purpose of acquiring the Purchased
      Securities.

     

    (e)  Investment
      Experience.  The Purchaser understands that the purchase of
      the Purchased Securities involves substantial risk.  The Purchaser has
      experience as an investor in securities of companies and acknowledges that
      it
      can bear the economic risk of its investment in the Purchased Securities and
      has
      such knowledge and experience in financial or business matters that it is
      capable of evaluating the merits and risks of this investment in the Purchased
      Securities and protecting its own interests in connection with this
      investment.

     

    (f)  Accredited
      Investor Status.  The Purchaser is an “accredited investor”
within the meaning of Regulation D promulgated under the Securities
      Act.

     

    (g)  Reliance
      Upon Purchaser’s Representations.  The Purchaser understands
      that the issuance and sale of the Purchased Securities to it will not be
      registered under the Securities Act on the ground that such issuance and sale
      will be exempt from registration under the Securities Act pursuant to Section
      4(2) thereof, and that the Company’s reliance on such exemption is based on each
      Purchaser’s representations set forth herein.

     

    (h)  Receipt
      of Information.  The Purchaser has had an opportunity to ask
      questions and receive answers from the Company regarding the terms and
      conditions of the issuance and sale of the Purchased Securities and the
      business, properties, prospects and financial condition of the Company and
      to
      obtain any additional information requested and has received and considered
      all
      information it deems relevant to make an informed decision to purchase the
      Purchased Securities.  Neither such inquiries nor any other
      investigation conducted by or on behalf of such Purchaser or its representatives
      or counsel shall modify, amend or affect such Purchaser’s right to rely on the
      truth, accuracy and completeness of such information and the Company’s
      representations and warranties contained in this Agreement.

     

    (i)  Restricted
      Securities.  The Purchaser understands that the Purchased
      Securities have not been registered under the Securities Act and will not sell,
      offer to sell, assign, pledge, hypothecate or otherwise transfer any of the
      Purchased Securities unless (i) pursuant to an effective registration statement
      under the Securities Act, (ii) such holder provides the Company with an opinion
      of counsel, in form and substance reasonably acceptable to the Company, to
      the
      effect that a sale, assignment or transfer of the Purchased Securities may
      be
      made without registration under the Securities Act and the transferee agrees
      to
      be bound by the terms and conditions of this Agreement, (iii) such holder
      provides the Company with reasonable assurances (in the form of seller and
      broker representation letters) that the Purchased Shares or the Underlying
      Shares, as the case may be, can be sold pursuant to Rule 144 promulgated under
      the Securities Act (“Rule 144”) or (iv) pursuant to
      Rule 144(k) promulgated under the Securities Act following the applicable
      holding period.  Notwithstanding anything to the contrary contained in
      this Agreement, the Purchaser may transfer (without restriction and without
      the
      need for an opinion of counsel) the Purchased Shares to its Affiliates (as
      defined below) provided that each such Affiliate is an “accredited investor”
under Regulation D, and such Affiliate agrees to be bound by the terms and
      conditions of this Agreement and shall have the rights of a Purchaser
      hereunder.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    For
      the
      purposes of this Agreement, an “Affiliate” of any
      specified Purchaser means any other person or entity directly or indirectly
      controlling, controlled by or under direct or indirect common control with
      such
      specified Purchaser.  For purposes of this definition,
“control” means the power to direct the management and
      policies of such person or firm, directly or indirectly, whether through the
      ownership of voting securities, by contract or otherwise.

    


    (j)  Legends.

     

    (i)  Purchased
      Shares and Underlying Shares. The Purchaser agrees that the
      certificates for the Purchased Shares and Underlying Shares shall bear the
      following legend and that the Purchaser will comply with the restrictions on
      transfer set forth in such legend:

     

    
      	 	
              “THESE
                SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
                COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
                UPON AN
                EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
                AMENDED
                (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
                EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
                SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN
                A
                TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
                SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
                LAWS AS
                EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH
                EFFECT,
                THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
                COMPANY.”

            	 


    

     

    The
      Company acknowledges and agrees that a Purchaser may from time to time pledge
      pursuant to a bona fide margin agreement with a registered broker-dealer or
      grant a security interest in some or all of the Purchased Securities to a
      financial institution that is an “accredited investor” as defined in Rule 501(a)
      under the Securities Act and who agrees to be bound by the provisions of this
      Agreement and, if required under the terms of such arrangement, such Purchaser
      may transfer pledged or secured Purchased Securities to the pledgees or secured
      parties. Further, no notice shall be required of such pledge. At the appropriate
      Purchaser’s expense, the Company will execute and deliver such reasonable
      documentation as a pledgee or secured party of Purchased Securities may
      reasonably request in connection with a pledge or transfer of the Purchased
      Securities, the preparation and filing of any required prospectus supplement
      under Rule 424(b)(3) under the Securities Act or other applicable provision
      of
      the Securities Act to appropriately amend the list of selling stockholders
      thereunder.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    In
      addition, the Purchaser agrees that the Company may place stop transfer orders
      with its transfer agent with respect to such certificates in order to implement
      the restrictions on transfer set forth in this Agreement.  The
      appropriate portion of the legend and the stop transfer orders will be removed
      promptly (but in no event later
      than three (3) business days) upon delivery to the Company of such
      satisfactory evidence as reasonably may be required by the Company that such
      legend or stop orders are not required to ensure compliance with the Securities
      Act.  In addition, upon the declaration of the effectiveness of the
      Registration Statement which includes the Purchased Securities, the Company
      shall cause its counsel to deliver a blanket opinion (or separate opinions
      if
      the transfer agent will not accept a blanket opinion) to its transfer agent
      to
      cause the stock certificates evidencing the Purchased Shares to be issued to
      the
      Purchasers free of any Securities Act restrictive legends assuming compliance
      with the prospectus delivery requirements, to the extent required by Rule 172
      of
      the Securities Act. Each of the Purchaser acknowledges and agrees that the
      Company will endeavor to remove any Securities Act restrictive legends pursuant
      to this Section j(ii) upon the representation contained herein that the
      Purchasers will comply with the prospectus delivery requirements, to the extent
      required by Rule 172 of the Securities Act.

     

    (ii)  Purchased
      Warrants.  The Purchaser agrees that Purchased Warrants shall
      bear the following legend:

    
       

      
        	 	
                
                  “THIS
                    WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT
                    BEEN
                    REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES
                    ACT”) OR WITH ANY STATE SECURITIES COMMISSION, AND MAY NOT BE TRANSFERRED
                    OR DISPOSED OF BY THE HOLDER IN THE ABSENCE OF A REGISTRATION
                    STATEMENT
                    WHICH IS EFFECTIVE UNDER THE SECURITIES ACT AND APPLICABLE STATE
                    LAWS AND
                    RULES, OR, UNLESS, IMMEDIATELY PRIOR TO THE TIME SET FOR TRANSFER,
                    SUCH
                    TRANSFER MAY BE EFFECTED WITHOUT VIOLATION OF THE SECURITIES
                    ACT AND OTHER
                    APPLICABLE STATE LAWS AND RULES.”

                

              	 


      

       

    

    (k)  Questionnaires.  The
      Purchaser has completed or caused to be completed the Stock Certificate
      Questionnaire, and the answers  to such questionnaires are true and
      correct as of the date of this Agreement; provided, that the Purchasers
      shall be entitled to update such information by providing written notice thereof
      to the Company before the effective date of the Registration
      Statement.

     

    (l)  Prohibited
      Transactions.  During the last thirty (30) days prior to the
      date hereof, neither such Purchaser nor any Affiliate of such Purchaser, foreign
      or domestic, has, directly or indirectly, effected or agreed to effect any
      “short sale” (as defined in Rule 200 under Regulation SHO), whether or not
      against the box, established any “put equivalent position” (as defined in Rule
      16a-1(h) under the 1934 Act) with respect to the Common Stock, borrowed or
      pre-borrowed any shares of Common Stock, or granted any other right (including,
      without limitation, any put or call option) with respect to the Common Stock
      or
      with respect to any security that includes, relates to or derived any
      significant part of its value from the Common Stock or otherwise sought to
      hedge
      its position in the Company’ securities (each, a “Prohibited
      Transaction”).

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (m)  Form
      D Filing; Registration; Compliance With The Securities Act. The Company
      hereby agrees that it shall file in a timely manner a Form D relating to the
      sale of the Purchased Securities under this Agreement, pursuant to Regulation
      D
      promulgated under the Securities Act;

     

    5.  Conditions
      to The Purchaser’s Obligations at the Closing. The obligations of
      the Purchasers under Section 1(b) of this Agreement are subject to the
      fulfillment or waiver, on or before the Closing, of each of the following
      conditions:

     

    (a)  Representations
      and Warranties True.  Each of the representations and
      warranties of the Company contained in Section 3 shall be true and correct
      in
      all material respects on and as of the date hereof (provided, however,
      that such materiality qualification shall only apply to representations or
      warranties not otherwise qualified by materiality) and on and as of the date
      of
      the Closing with the same effect as though such representations and warranties
      had been made as of the Closing; provided, however, that if a representation
      and
      warranty is made as of a specific date, it shall be true and correct in all
      material respects only as of such date.

     

    (b)  Performance.  The
      Company shall have performed and complied in all material respects with all
      agreements, obligations and conditions contained in this Agreement that are
      required to be performed or complied with by it on or before the Closing and
      shall have obtained all approvals, consents and qualifications necessary to
      complete the purchase and sale described herein; provided, however,
      that the Company may furnish to each Purchaser a facsimile copy of stock
      certificate representing the Purchased Shares, with the original stock
      certificate held in trust by counsel for the Company until delivery thereof
      on
      the next business day.

     

    (c)  Compliance
      Certificate.  The Company will have delivered to the
      Purchasers a certificate signed on its behalf by its Chief Executive Officer
      or
      Chief Financial Officer certifying that the conditions specified in Sections
      6(a) and 6(b) hereof have been fulfilled.

     

    (d)  Agreement.  The
      Company shall have executed and delivered to the Purchasers this
      Agreement.

     

    (e)  Securities
      Exemptions.  The offer and sale of the Purchased Securities
      to the Purchasers pursuant to this Agreement shall be exempt from the
      registration requirements of the Securities Act and the registration and/or
      qualification requirements of all applicable state securities laws.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (f)  No
      Suspension of Trading or Listing of Common Stock.  The Common
      Stock of the Company (i) shall be designated for quotation or listed on the
      OTCBB and (ii) shall not have been suspended from trading on the
      OTCBB.

     

    (g)  Good
      Standing Certificates.  The Company shall have delivered to
      the Purchasers a certificate of the Secretary of State of the State of Delaware,
      dated as of a date within ten days of the date of the Closing, with respect
      to
      the good standing of the Company.

     

    (h)  Secretary’s
      Certificate.  The Company shall have delivered to the
      Purchasers a certificate of the Company executed by the Company’s Secretary
      attaching and certifying to the truth and correctness of (i) the Certificate
      of
      Incorporation, (ii) the Bylaws and (iii) the resolutions adopted by the
      Company’s Board of Directors in connection with the transactions contemplated by
      this Agreement.

     

    (i)  Opinion
      of Company Counsel.  The Purchasers will have received an
      opinion on behalf of the Company, dated as of the date of the Closing, from
      Sichenzia Ross Friedman Ference LLP, counsel to the Company, in the form
      attached as Exhibit B.

     

    (j)  No
      Statute or Rule Challenging Transaction.  No statute, rule,
      regulation, executive order, decree, ruling, injunction, action, proceeding
      or
      interpretation shall have been enacted, entered, promulgated, endorsed or
      adopted by any court or governmental authority of competent jurisdiction or
      any
      self-regulatory organization or the staff of any of the foregoing, having
      authority over the matters contemplated hereby that questions the validity
      of,
      or challenges or prohibits the consummation of, any of the transactions
      contemplated by this Agreement.

     

    (k)  Other
      Actions.  The Company shall have executed such certificates,
      agreements, instruments and other documents, and taken such other actions as
      shall be customary or reasonably requested by the Purchasers in connection
      with
      the transactions contemplated hereby.

     

    6.  Conditions
      to The Company’s Obligations at the Closing.  The obligations
      of the Company to the Purchasers under this Agreement are subject to the
      fulfillment or waiver, on or before the Closing, of each of the following
      conditions:

     

    (a)  Representations
      and Warranties True.  The representations and warranties of
      the Purchasers contained in Section 4 shall be true and correct in all material
      respects on and as of the date hereof (provided, however, that such
      materiality qualification shall only apply to representations and warranties
      not
      otherwise qualified by materiality) and on and as of the date of the Closing
      with the same effect as though such representations and warranties had been
      made
      as of the Closing.

     

    (b)  Performance.  The
      Purchasers shall have performed and complied in all material respects with
      all
      agreements, obligations and conditions contained in this Agreement that are
      required to be performed or complied with by it on or before the Closing and
      shall have obtained all approvals, consents and qualifications necessary to
      complete the purchase and sale described herein.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (c)  Agreement.  The
      Purchasers shall have executed and delivered to the Company this Agreement
      (and
      Appendix I hereto).

     

    (d)  Securities
      Exemptions.  The offer and sale of the Purchased Securities
      to the Purchasers pursuant to this Agreement shall be exempt from the
      registration requirements of the Securities Act and the registration and/or
      qualification requirements of all applicable state securities laws.

     

    (e)  Payment
      of Purchase Price.  The Purchasers shall have delivered to
      the Company by wire transfer of immediately available funds, full payment of
      the
      purchase price for the Purchased Securities as specified in Section
      1(b).

     

    (f)  No
      Statute or Rule Challenging Transaction.  No statute, rule,
      regulation, executive order, decree, ruling, injunction, action, proceeding
      or
      interpretation shall have been enacted, entered, promulgated, endorsed or
      adopted by any court or governmental authority of competent jurisdiction or
      any
      self-regulatory organization or the staff of any of the foregoing, having
      authority over the matters contemplated hereby that questions the validity
      of,
      or challenges or prohibits the consummation of, any of the transactions
      contemplated by this Agreement.

     

    7.  MISCELLANEOUS.

     

    (a)  Successors
      and Assigns.  The terms and conditions of this Agreement will
      inure to the benefit of and be binding upon the respective successors and
      permitted assigns of the parties.  The Company shall not assign this
      Agreement or any rights or obligations hereunder without the prior written
      consent of the Purchasers holding a majority of the total aggregate number
      of
      Purchased Shares then outstanding (excluding any shares sold to the public
      pursuant to Rule 144 or otherwise).  Any Purchaser may assign its
      rights under this Agreement to any person to whom the Purchaser assigns or
      transfers any Purchased Securities, provided that such transferee agrees in
      writing to be bound by the terms and provisions of this Agreement, and such
      transfer is in compliance with the terms and provisions of this Agreement and
      permitted by federal and state securities laws.

     

    (b)  Governing
      Law.  This Agreement will be governed by and construed and
      enforced under the internal laws of the State of New York, without reference
      to
      principles of conflict of laws or choice of laws.  EACH PARTY HEREBY
      IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY
      TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH
      OR
      ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
      HEREBY.

     

    (c)  Survival.  The
      representations and warranties of the Company and the Purchasers contained
      in
      Sections 3 and 4 of this Agreement shall survive until the second anniversary
      of
      the Closing Date.

     

    (d)  Counterparts.  This
      Agreement may be executed in two or more counterparts, each of which will be
      deemed an original, but all of which together will constitute one and the same
      instrument.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (e)  Headings.  The
      headings and captions used in this Agreement are used for convenience only
      and
      are not to be considered in construing or interpreting this
      Agreement.  All references in this Agreement to sections, paragraphs,
      exhibits and schedules will, unless otherwise provided, refer to sections and
      paragraphs hereof and exhibits and schedules attached hereto, all of which
      exhibits and schedules are incorporated herein by reference.

     

    (f)  Notices.  Any
      notices and other communications required or permitted under this Agreement
      shall be in writing and shall be delivered (i) personally by hand or by courier,
      (ii) mailed by United States first-class mail, postage prepaid or (iii) sent
      by
      facsimile directed (A) if to a Purchaser, at such Purchaser’s address or
      facsimile number set forth on such Purchaser’s signature page to this Agreement,
      or at such address or facsimile number as such Purchaser may designate by giving
      at least ten days’ advance written notice to the Company or (B) if to the
      Company, to its address or facsimile number set forth below, or at such other
      address or facsimile number as the Company may designate by giving at least
      ten
      days’ advance written notice to the Purchaser.  All such notices and
      other communications shall be deemed given upon (I) receipt or refusal of
      receipt, if delivered personally, (II) three days after being placed in the
      mail, if mailed, or (III) confirmation of facsimile transfer, if
      faxed.

     

    The
      address of the Company for the purpose of this Section 8(f) is as
      follows:

     

    Medefile
      International, Inc.

    2
      Ridgefield Avenue

    Cedar
      Knolls, New Jersey 07927

    Tel:  (973)
      993-8001

    Fax:  (973)
      ________

    Attention:
      Milton Hauser

    


    with
      a
      copy to:

    


    Sichenzia
      Ross Friedman Ference LLP

    1065
      Avenue of the Americas

    New
      York,
      NY 10018

    Tel:  (212)
      930-9700

    Fax:
      (212) 930-9725

    Attention:
      Richard A. Friedman, Esq.

    


    (g)  Amendments
      and Waivers. This Agreement may be amended and the observance of any
      term of this Agreement may be waived only with the written consent of the
      Company and the Purchasers holding a majority of the total aggregate number
      of
      Purchased Shares then outstanding (excluding any shares sold to the public
      pursuant to Rule 144 or otherwise).  Any amendment effected in
      accordance with this Section 8(g) will be binding upon the Purchasers, the
      Company and their respective successors and permitted assigns.

     

    (h)  Severability.  If
      any provision of this Agreement is held to be unenforceable under applicable
      law, such provision will be excluded from this Agreement and the balance of
      the
      Agreement will be interpreted as if such provision were so excluded and will
      be
      enforceable in accordance with its terms.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (i)  Entire
      Agreement.  This Agreement, together with all exhibits and
      schedules hereto and thereto, constitutes the entire agreement and understanding
      of the parties with respect to the subject matter hereof and supersedes any
      and
      all prior negotiations, correspondence, agreements, understandings, duties
      or
      obligations between the parties with respect to the subject matter
      hereof.

     

    (j)  No
      Additional Agreements. The Company does not have any written or oral
      contract, agreement, arrangement or understanding with any Purchaser with
      respect to the transactions contemplated by this Agreement other than as
      expressly stated herein.

     

    (k)  Further
      Assurances.  From and after the date of this Agreement, upon
      the request of the Company or the Purchasers, the Company and the Purchasers
      will execute and deliver such instruments, documents or other writings, and
      take
      such other actions, as may be reasonably necessary or desirable to confirm
      and
      carry out and to effectuate fully the intent and purposes of this
      Agreement.

     

    (l)  Meaning
      of Include and Including.  Whenever in this Agreement the
      word “include” or “including” is used, it shall be deemed to mean “include,
      without limitation” or “including, without limitation,” as the case may be, and
      the language following “include” or “including” shall not be deemed to set forth
      an exhaustive list.

     

    (m)  Fees,
      Costs and Expenses.  All fees, costs and expenses (including
      attorneys’ fees and expenses) incurred by any party hereto in connection with
      the preparation, negotiation and execution of this Agreement and the exhibits
      and schedules hereto and the consummation of the transactions contemplated
      hereby and thereby shall be the sole and exclusive responsibility of such
      party.  In addition, the Company will pay the costs associated with
      any filings with, or compliance with any of the requirements of any governmental
      authorities.

     

    (n)  8-K
      Filing and Publicity; Standstill. On or before 8:30 a.m., eastern time,
      on the second business day following the date of this Agreement, the Company
      shall issue a press release describing the terms of the transactions
      contemplated by this Agreement, but not including the names of the Purchasers
      or
      the individual amounts of Purchased Securities purchased hereby without the
      Purchaser’s consent.  On or before 8:30 a.m., eastern time, on the
      fourth business day following the date of this Agreement, the Company shall
      file
      a Current Report on Form 8-K describing the terms of the transactions
      contemplated by this Agreement in the form required by the Exchange Act and
      attaching this Agreement as an exhibit to such filing (the “8-K
      Filing”), but not including the names of the Purchasers or the
      individual amounts of Purchased Securities purchased hereby without the
      Purchaser’s consent. From and after the filing of the 8-K Filing with the SEC,
      the Purchasers as a consequence of participating in the transactions
      contemplated by this Agreement shall not be in possession of any material,
      nonpublic information received from the Company, any of its subsidiaries or
      any
      of their respective officers, directors, employees or agents authorized to
      disclose such information, that is not disclosed in the 8-K
      Filing.  The Company shall not, and shall cause each of its
      subsidiaries and its and each of their respective officers, directors, employees
      and agents, not to, provide the Purchasers with any material, nonpublic
      information regarding the Company or any of its subsidiaries from and after
      the
      filing of the 8-K Filing with the SEC without the consent of the
      Purchasers.  If a Purchaser has, or believes it has, received any such
      material, nonpublic information regarding the Company or any of its subsidiaries
      prior to the Closing Date, it shall provide the Company with written notice
      thereof and the Company shall within five (5) business days thereafter, make
      public disclosure of such material, nonpublic information if permitted under
      applicable law or without breach or violation of any agreement, contract or
      other obligation of the Company unless the Board of Directors of the Company
      shall determine that such disclosure would reasonably be expected to result
      in a
      material and adverse effect on the Company or its business, prospects, finances
      or properties. Except for such disclosure as the Company is advised by counsel
      is required to be included in documents filed with the SEC or otherwise required
      by law, the Company shall not use the name of, or make reference to, any
      Purchaser or any of its Affiliates in any press release or in any public manner
      (including any reports or filings made by the Company under the Exchange Act)
      without such Purchaser's prior written consent, which consent shall not be
      unreasonably withheld.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (o)  Stock
      Splits, Dividends and other Similar Events.  The provisions
      of this Agreement shall be appropriately adjusted to reflect any stock split,
      stock dividend, reorganization or other similar event that may occur with
      respect to the Company after the date hereof.

     

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

     

    (p)      Several
      Liability; Advice. Each Purchaser agrees that no other Purchaser nor
      the respective controlling persons, officers, directors, partners, agents or
      employees of any other Purchaser shall be liable to such Purchaser for any
      losses incurred by such Purchaser in connection with its investment in the
      Company.  Each Purchaser acknowledges that it is not relying upon any
      person, firm or corporation (including without limitation any other Purchaser),
      other than the Company and its officers and directors (acting in their capacity
      as representatives of the Company), in deciding to invest and in making its
      investment in the Company. The Company acknowledges that no Purchaser is acting
      or has acted as an advisor, agent or fiduciary of the Company (or in any similar
      capacity) with respect to this Agreement and any advice given by any Purchaser
      or any of its representatives in connection with this Agreement is merely
      incidental to the Purchasers’ purchase of securities of the Company
      hereunder.

    


    The
      parties hereto have executed this Agreement as of the date and year first above
      written.

     

    
      	 	Medefile International,
              Inc	 
	 	 	 	 
	 	
              By:
                

            	/s/ 	 
	 	 	Milton
              Hauser	 
	 	 	Chief
              Executive Officer	 
	 	 	 	 


    

    .

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

     

     

     

    


    [PURCHASER
      SIGNATURE PAGES TO FOLLOW]

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    


    SIGNATURE
      PAGE TO

     

    SECURITIES
      PURCHASE AGREEMENT

     

    DATED
      AS OF _____________, 

     

    BY
      AND AMONG

     

    MEDEFILE
      INTERNATIONAL, INC.

     

    AND
      EACH PURCHASER NAMED THEREIN

     

    The
      undersigned hereby executes and delivers to Medefile International, Inc., the
      Securities Purchase Agreement (the “Agreement”) to
      which this signature page is attached, which Agreement and signature page,
      together with all counterparts of such Agreement and signature pages of the
      other Purchasers named in such Agreement, shall constitute one and the same
      document in accordance with the terms of such Agreement.

     

     

    
      	 	 	Number
              of Shares: ______________________
	 	 	 
	 	 	Name
              of Purchaser
	 	 	 
	 	 	Signature:
               ____________________________
	 	 	 
	 	 	By:
               _________________________________
	 	 	 
	 	 	Title:
              ________________________________
	 	 	 
	 	 	Address: _____________________________
	 	 	 
	 	 	        
                      _____________________________
	 	 	 
	 	 	                 _____________________________
	 	 	 
	 	 	Telephone:
               ___________________________
	 	 	 
	 	 	Fax: _________________________________
	 	 	 
	 	 	Tax
              ID
              Number: ________________________   


    

     

     

     

     

    24