SECURITIES
        PURCHASE AGREEMENT

      


      
        	To:	
                PLASTINUM
                  POLYMER TECHNOLOGIES CORP. 

              


      

      245
        Park
        Avenue, 39th
        Floor

      New
        York,
        NY 10167

      USA

      Tel:
        + 1
        212 792 41 04

      Cell:
        +
        41 79 213 39 66

      Fax:
        + 41
        44 274 22 59

      


      Ladies
        and Gentlemen:

      


      The
        undersigned investor (the “Investor”), hereby confirms its agreement with you as
        follows:

      


      1. This
        Securities Purchase Agreement, including Annex I, and the exhibits thereto
        (the
“Agreement”) is made as of November 6, 2007 between Plastinum Polymer
        Technologies Corp.(the “Company”) and the Investor with respect to the sale of
        shares (the “Preferred Shares”) of the Company’s Series B-1 Convertible
        Preferred Stock (the “Series B-1 Preferred Stock”) and warrants to purchase
        shares of the Company’s Common Stock (the “Warrants”). The powers, designations,
        preferences and other rights of such of Series B-1 Preferred Stock are set
        forth
        on Exhibit A.

      


      2. The
        Company and the Investor agree that the Investor will purchase from the Company,
        and the Company will sell to the Investor, the number of Preferred Shares
        set
        forth opposite the Investor’s name on the signature page of this Agreement, at a
        purchase price per Preferred Share of $100, pursuant to the Terms and Conditions
        for Purchase of Securities attached hereto as Annex I and incorporated herein
        by
        reference as if fully set forth herein. Unless otherwise requested by the
        Investor, certificates representing the Preferred Shares and the Warrants
        will
        be registered in the Investor’s name and address as set forth
        below.

      


      The
        next
        page is the signature page.

      


      

        
          
            
            

          

          
            -1-

            
              

            

          

          
            
            

          

        



      


      Please
        confirm that the foregoing correctly sets forth the agreement between us
        by
        signing in the space provided below for that purpose.

      


      


      AGREED
        AND ACCEPTED:

      


      


      


      COMPANY: PLASTINUM
        POLYMER TECHNOLOGIES CORP.

      


       

      By:
         

      


      
 

      INVESTOR:   

      name
        of
        investor

      


      


      


      Number
        of
        Preferred Shares:  

       

      By:
         

      Signature
        of investor or authorized person

      


      


      Its:
         

      Title
        of
        authorized person

      


      


      Address:
         

      


       

      Contact
        Name:  

      Facsimile
        Number:  

      Email
        Address:  

      


      Name
        in
        which share certificates should be registered (if different):

      


      
 

      Social
        Security

      or
        Tax
        I.D. No:  

      


      


      Address
        where share certificates should be sent (if different):  


      
        
          
          

        

        
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      ANNEX
        I

      


      TERMS
        AND
        CONDITIONS FOR PURCHASE OF SECURITIES

      


      
        	1.	
                Authorization.
                  Subject to the terms and conditions in this Annex I, the Company
                  has
                  authorized the sale of up to 120,000 shares of Series B Convertible
                  Preferred Stock.

              


      

      


      
        	2.	
                Agreement
                  to Sell and Purchase the Preferred Shares and Warrants; Subscription;
                  Date.

              


      

      


      
        	2.1	
                At
                  the Closing (as defined in Section 2), the Company will sell to
                  the
                  Investor, and the Investor will purchase from the Company, upon
                  the terms
                  and conditions hereinafter set forth, the Preferred
                  Shares.

              


      

      


      
        	2.2	
                At
                  the Closing, the Company shall issue to Investor a warrant (the
“Warrant”)
                  to purchase such number of shares of the Company’s Common Stock
                  (“Conversion Shares”) equal to 30% of the shares issuable upon conversion
                  of the Preferred Shares at the initial conversion price thereof.
                  The
                  exercise price per Warrant Share for the Warrant shall equal $0.57.
                  The
                  Warrant shall not become exercisable until the first day after
                  the
                  expiration of six months after the Closing. The form of Warrant
                  is
                  attached hereto as Exhibit B. The Warrant and the Preferred Shares
                  are
                  collectively referred to herein as the
                  “Securities.”

              


      

      


      
        	2.3	
                The
                  Company is entering into a substantially similar form of Securities
                  Purchase Agreement, including these Terms and Conditions, with
                  the other
                  investors listed along with the Investor (the “Other Investors”). (The
                  Investor and the Other Investors are hereinafter sometimes collectively
                  referred to as the “Investors,” and the Securities Purchase Agreement to
                  which these Terms and Conditions are attached and the securities
                  purchase
                  agreements executed by the Other Investors are hereinafter sometimes
                  collectively referred to as the “Purchase
                  Agreements.”)

              


      

      


      
        	3.	
                Delivery
                  at Closing. The completion of the purchase and sale of the Securities
                  (the
                  “Closing”) shall occur no later than November 6, 2007 (the “Closing
                  Date”), at the offices of Westerman Ball Ederer Miller & Sharfstein
                  LLP, 170 Old Country Road, Mineola, NY 11501, USA, the Company’s counsel,
                  it being understood however, that additional Closings of the sale
                  of
                  Preferred Shares (“Additional Closings”) may occur from time to time
                  within 120 days of the initial Closing Date. At the Closing, the
                  Company
                  shall deliver to the Investor (i) one or more certificates representing,
                  in the aggregate, the Preferred Shares and the Warrant, each such
                  certificate to be registered in the name of the Investor or, if
                  so
                  indicated on the signature page of the Securities Purchase Agreement,
                  in
                  the name of a nominee designated by the Investor. If neither the
                  Investor
                  nor a representative of Investor is present at the Closing to take
                  physical delivery of the certificates, then delivery shall be deemed
                  made
                  at Closing by the transmission of a facsimile of the certificates
                  to the
                  Investor (or nominee designated by the Investor) followed by delivery
                  by a
                  nationally recognized overnight express
                  courier.

              


      

      


      
        The
          Company’s
          obligation to issue the Preferred Shares and Warrants to the Investor shall
          be
          subject to the following conditions, any one or more of which may be waived
          by
          the Company:

         

      

      
        
          
            	(a)	
                    receipt
                      by the Company, or the nominee designated by the Company, as
                      applicable,
                      of a certified or official bank check or wire transfer of funds
                      in the
                      full amount of the aggregate purchase price for the Preferred
                      Shares;

                  


          

        

      

       

      
        	(b)	
                other
                  than with respect to the occurrence of any Additional Closings,
                  completion
                  of the purchases and sales under the Agreements with the Other
                  Investors;
                  and

              


      


      
        
          
          

        

        
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        	(c)	
                the
                  accuracy of the representations and warranties made by the Investors
                  and
                  the fulfilment of those undertakings of the Investors to be fulfilled
                  prior to the Closing.

              


      

      


      The
        Investor’s obligation to purchase the Preferred Shares shall be subject to the
        following conditions, any one or more of which may be waived by the
        Investor:

      


      
        	(a)	
                the
                  representations and warranties of the Company set forth herein
                  shall be
                  true and complete as of the Closing Date in all material
                  respects;

              


      

      


      
        	(b)	
                the
                  Investor shall have received such documents as the Investor shall
                  reasonably have requested;

              


      

      


      
        	(c)	
                the
                  Company shall not have experienced a Material Adverse Change (as
                  defined
                  in paragraph 4.11);

              


      

      


      
        	(d)	
                the
                  Company shall have delivered to the Investor a certificate of its
                  Chief
                  Executive Officer dated as of the Closing Date certifying (i) that
                  the
                  representations and warranties of the Company remain true as of
                  the
                  Closing Date, (ii) that the Company has performed all covenants
                  in the
                  Agreements to be performed by it on or prior to Closing Date, (iii)
                  that
                  the Company has not experienced a Material Adverse Change, (iv)
                  that the
                  Common Stock has not been suspended from trading on the Over-the-Counter
                  Bulletin Board (“OTCBB”), and (v) that the Company is not subject to a
                  stop order of the Securities and Exchange Commission (the “SEC”) or any
                  state securities agency;

              


      

      


      
        	(e)	
                together
                  with the sale of Preferred Shares pursuant to this Agreement, the
                  Company
                  shall have received from Investors at least $1,750,000 from the
                  sale of
                  Preferred Shares; and

              


      

      


      
        	(f)	
                the
                  Company shall have executed and delivered a counterpart copy of
                  the
                  Registration Rights Agreement referred to in Section
                  7.1.

              


      

      


      At
        the
        Closing, if requested by a majority of the Investors as of the Closing Date,
        the
        Investors shall also receive a legal opinion from Westerman Ball Ederer Miller
        & Sharfstein, LLP, counsel to the Company, in form and substance to be
        provided.

      


      
        	4.	
                Representations,
                  Warranties and Covenants of the Company. The Company hereby represents
                  and
                  warrants to, and covenants with, the Investor, as
                  follows:

              


      

      


      
        	4.1	
                Subsidiaries;
                  Organization. All of the subsidiaries of the Company (the “Subsidiaries”)
                  are set forth on Schedule 4.1(a). Each of the Company and the Subsidiaries
                  is duly organized and validly existing and is in good standing
                  under the
                  laws of the jurisdiction of its organization. Each of the Company
                  and the
                  Subsidiaries has full power and authority to own, operate and occupy
                  its
                  properties and to conduct its business as presently conducted and
                  as
                  described in Company’s SEC Documents (as defined in paragraph 4.4), and is
                  registered or qualified to do business and is in good standing
                  in each
                  jurisdiction in which the failure to be so qualified would have
                  a material
                  adverse effect upon the business, condition (financial or otherwise),
                  business prospects, properties or operations of the Company and
                  its
                  Subsidiaries, considered as one enterprise (“Material Adverse Effect”),
                  and no proceeding has been instituted in any such jurisdiction,
                  revoking,
                  limiting or curtailing, or seeking to revoke, limit or curtail,
                  such power
                  and authority or qualification.

              


      

      


      
        
          	4.2	
                  Due
                    Authorization and Valid Issuance. The Company has all requisite
                    power and
                    authority to execute, deliver and perform its obligations under
                    the
                    Purchase Agreement, and the Registration Rights Agreement referred
                    to in
                    Section 7.1 (collectively, the “Transaction Documents”), and the
                    Agreements have been duly authorized and validly executed and
                    delivered by
                    the Company and constitute legal, valid and binding agreements
                    of the
                    Company enforceable against the Company in accordance
                    with their terms, except as enforceability may be limited by
                    applicable
                    bankruptcy, insolvency, reorganization, fraudulent conveyance,
                    moratorium
                    or similar laws affecting
                    creditors’

                


        

      


      
        
          
          

        

        
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      and
        contracting parties’ rights generally and except as enforceability may be
        subject to general principles of equity (regardless of whether such
        enforceability is considered in a proceeding in equity or at law).

      


      
        	4.3	
                Non-Contravention.
                  The execution and delivery of the Transaction Documents by the
                  Company,
                  the issuance and sale of the Preferred Shares and Warrants to be
                  sold by
                  the Company under the Agreements, the fulfilment of the terms of
                  the
                  Agreements by the Company and the consummation by the Company of
                  the
                  transactions contemplated hereby and thereby will not (A) conflict
                  with or
                  constitute a violation of, or default or require notice or consent
                  (with
                  the passage of time or otherwise) under (i) any material bond,
                  debenture,
                  note or other evidence of indebtedness, or under any material lease,
                  contract, indenture, mortgage, deed of trust, loan agreement, joint
                  venture or other agreement or instrument to which the Company or
                  any of
                  the Subsidiaries is a party or by which the Company or any of the
                  Subsidiaries or their respective properties are bound, (ii) the
                  charter,
                  by-laws or other organizational documents of the Company or any
                  of the
                  Subsidiaries, or (iii) any material law, administrative regulation,
                  ordinance or order of any court or governmental agency, arbitration
                  panel
                  or authority applicable to the Company or any of the Subsidiaries
                  or their
                  respective properties, or (B) result in the creation or imposition
                  of any
                  lien, encumbrance, claim, security interest or restriction whatsoever
                  upon
                  any of the material properties or assets of the Company or any
                  of the
                  Subsidiaries or an acceleration of indebtedness pursuant to any
                  obligation, agreement or condition contained in any material bond,
                  debenture, note or any other evidence of indebtedness or any material
                  indenture, mortgage, deed of trust or any other agreement or instrument
                  to
                  which the Company or any of the Subsidiaries is a party or by which
                  any of
                  them is bound or to which any of the property or assets of the
                  Company or
                  any of the Subsidiaries is subject. No consent, approval, authorization
                  or
                  other order of, or registration, qualification or filing with,
                  any
                  regulatory body, administrative agency, or other governmental body
                  in the
                  United States is required for the execution and delivery of the
                  Transaction Documents by the Company and the valid issuance and
                  sale of
                  the Preferred Shares to be sold by the Company pursuant to the
                  Agreements,
                  other than such as have been made or obtained, and except for any
                  post-closing securities filings or notifications required to be
                  made under
                  federal or state securities laws.

              


      

      


      
        	4.4	
                Reporting
                  Status. The Company has filed in a timely manner all documents
                  that the
                  Company was required to file under the Securities Exchange Act
                  of 1934, as
                  amended (the “Exchange Act”) during the 12 months preceding the date of
                  this Agreement, including all certifications and statements required
                  by
                  (x) 13a-14 or 15d-14 under the Exchange Act or (y) 18 USC 1350
                  (Section
                  906 of Sarbanes Oxley Act) (such filings, including all exhibits,
                  supplements and amendments thereto, the “SEC Documents”). The SEC
                  Documents and all other materials filed with the Securities and
                  Exchange
                  Commission (the “SEC”) during such period complied in all material
                  respects with the SEC’s requirements as of their respective filing dates,
                  and the information contained therein as of the dates thereof did
                  not
                  contain an untrue statement of a material fact or omit to state
                  a material
                  fact required to be stated therein or necessary to make the statements
                  therein in light of the circumstances under which they were made
                  not
                  misleading.

              


      

      


      
        	4.5	
                Capitalization.
                  The capitalization of the Company as of September 30, 2007 is as
                  set forth
                  on Schedule 4.5. All outstanding shares are duly authorized, validly
                  issued and are fully paid and nonassessable. None of the outstanding
                  shares has been offered or issued in violation of federal or state
                  securities laws, or in violation of or subject to any preemptive
                  rights or
                  other rights to subscribe for or purchase securities. The Company
                  has not
                  issued any capital stock since June 30, 2006 other than pursuant
                  to (i)
                  employee benefit plans disclosed in the SEC Documents, or (ii)
                  outstanding
                  warrants, options or other securities disclosed in the SEC Documents.
                  The
                  Preferred Shares to be issued on the date hereof, when issued in
                  compliance with the provisions of the Agreements, including without
                  limitation payment in full of the consideration therefor, will
                  be duly
                  authorized, and the Preferred Shares and the shares of the Common
                  Stock
                  issuable upon conversion of the Preferred Shares (the “Conversion Shares”)
                  when issued will be validly
                  issued,

              


      


      
        
          
          

        

        
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      fully
        paid and nonassessable, and will not subject the holder to any liability
        as a
        result of being a holder. Except as set forth on Schedule 4.5 or pursuant
        to the
        Purchase Agreements, there are no outstanding rights (including, without
        limitation, preemptive rights), warrants or options to acquire, or instruments
        convertible into or exchangeable for, any unissued shares of capital stock
        or
        other equity interest in the Company or the Subsidiaries, or any contract,
        commitment, agreement, understanding or arrangement of any kind to which
        the
        Company is a party or of which the Company has knowledge and relating to
        the
        issuance or sale of any capital stock of the Company or the Subsidiaries,
        any
        such convertible or exchangeable securities or any such rights, warrants
        or
        options. Without limiting the foregoing, no preemptive right, co-sale right,
        right of first refusal, registration right (except as set forth herein),
        or
        other similar right exists with respect to the Preferred Shares, the Warrants
        or
        the Company’s Common Stock to be issued and sold by the Company or the issuance
        and sale thereof. No further approval or authorization of any stockholder,
        the
        Board of Directors of the Company or others is required for the issuance
        and
        sale of the Preferred Shares, the Warrants or the Company’s Common Stock by the
        Company. There are no stockholders’ agreements, voting agreements or other
        similar agreements with respect to the Preferred Shares, the Warrants or
        the
        Company’s Common Stock to which the Company is a party or, to the knowledge of
        the Company, between or among any of the Company’s stockholders. Except as set
        forth on Schedule 4.5, no holder of any of the securities of the Company
        has any
        rights (“demand,” “piggyback” or otherwise) to have such securities registered
        by reason of the intention to file, filing or effectiveness of a Registration
        Statement (as defined in Section 7.1 hereof). The Company has duly reserved
        sufficient shares of Common Stock for issuance upon conversion of the Preferred
        Shares (the “Conversion Shares”) and the exercise of the Warrants (the “Warrant
        Shares”).

      


      
        	4.6	
                Legal
                  Proceedings. There is no material legal or governmental proceeding
                  pending
                  or, to the knowledge of the Company, threatened to which the Company
                  or
                  any of the Subsidiaries is or may be a party or of which the business
                  or
                  property of the Company or any of the Subsidiaries is subject.
                  There is no
                  action, suit, proceeding, inquiry or investigation before or by
                  any court,
                  public board or body (including, without limitation, the SEC) pending
                  or,
                  to the knowledge of the Company, threatened against or affecting
                  the
                  Company or the Subsidiaries or any of their respective business
                  or
                  properties, wherein an unfavorable decision, ruling or finding
                  could
                  adversely affect the validity or enforceability of, or the authority
                  or
                  ability of the Company to perform its obligations under the
                  Agreements.

              


      

      


      
        	4.7	
                No
                  Violations. Neither the Company nor any Subsidiary is in violation
                  of its
                  charter, bylaws, or other organizational document, or in violation
                  of any
                  material law, administrative regulation, ordinance or order of
                  any court
                  or governmental agency, arbitration panel or authority applicable
                  to the
                  Company or any Subsidiary, or in default or violation (and there
                  exists no
                  condition that, with the passage of time or otherwise, would constitute
                  a
                  default or violation) in any respect in the performance of any
                  material
                  bond, debenture, note or any other evidence of indebtedness in
                  any
                  indenture, mortgage, deed of trust or any other material agreement
                  or
                  instrument to which the Company or any Subsidiary is a party or
                  by which
                  the Company or any Subsidiary is bound or by which the properties
                  of the
                  Company or any Subsidiary are bound. Without limiting the generality
                  of
                  the foregoing, the Company is not in violation of any of the rules,
                  regulations or requirements of the OTCBB and has no knowledge of
                  any facts
                  or circumstances which would reasonably lead to suspension of the
                  Common
                  Stock by the OTCBB in the foreseeable
                  future.

              


      

      


      
        	4.8	
                Governmental
                  Permits, Etc. The Company and the Subsidiaries possess all necessary
                  franchises, licenses, certificates and other authorizations from
                  any
                  foreign, federal, state or local government or governmental agency,
                  department, or body that are currently necessary for the operation
                  of
                  their respective business as currently conducted, except where
                  the failure
                  to currently possess could not reasonably be expected to have a
                  Material
                  Adverse Effect.

              


      


      
        
          
          

        

        
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        	4.9	
                Intellectual
                  Property. The Company and the Subsidiaries own or possess sufficient
                  rights to use all patents, patent rights, trademarks, copyrights,
                  licenses, inventions, trade secrets, trade names and know-how
                  (collectively, “Intellectual Property”) that are necessary for the conduct
                  of their respective businesses as now conducted. Neither the Company
                  nor
                  any Subsidiary has received any notice of, or has any knowledge
                  of, any
                  infringement of asserted rights of a third party with respect to
                  any
                  Intellectual Property, and neither the Company nor any Subsidiary
                  has any
                  knowledge of any infringement by a third party with respect to
                  any
                  Intellectual Property of the Company or any
                  Subsidiary.

              


      

      


      
        	4.10	
                Financial
                  Statements. The consolidated financial statements of the Company
                  and the
                  related notes contained in the SEC Documents present fairly, in
                  accordance
                  with the rules and regulations of the SEC, the consolidated financial
                  position of the Company as of the dates indicated, and the results
                  of its
                  operations and cash flows for the periods therein specified. Such
                  financial statements (including the related notes) have been prepared
                  in
                  accordance with generally accepted accounting principles applied
                  on a
                  consistent basis throughout the periods therein specified, except
                  as set
                  forth in the financial statements (and the related
                  notes).

              


      

      


      
        	4.11	
                No
                  Material Adverse Change. Since January 1st,
                  2007 there has not been (i) any material adverse change in the
                  financial
                  condition or earnings of the Company and the Subsidiaries taken
                  as a
                  whole, nor has any material adverse event occurred with respect
                  to the
                  Company or the Subsidiaries, (ii) any obligation, direct or contingent,
                  that is material to the Company and the Subsidiaries taken as a
                  whole,
                  incurred by the Company or any Subsidiary, except obligations incurred
                  in
                  the ordinary course of business, (iii) any dividend or distribution
                  of any
                  kind declared, paid or made on the capital stock of the Company,
                  or (iv)
                  any loss or damage (whether or not insured) to the physical property
                  of
                  the Company or any Subsidiary which has been sustained which has
                  a
                  material adverse effect on the condition (financial or otherwise),
                  earnings, operations, business or business prospects of the Company
                  and
                  the Subsidiaries taken as a whole. Since January 1st,
                  2007, neither the Company nor any Subsidiary has (a) sold, assigned,
                  transferred, abandoned, mortgaged, pledged or subjected to lien
                  any of its
                  material properties, tangible or intangible, or rights under any
                  material
                  contract, permit, license, franchise or other agreement or (b)
                  waived or
                  cancelled any material indebtedness or other material obligations
                  owed to
                  the Company or such Subsidiary. The occurrence of any of the events
                  described in clauses (i) through (iv) and clauses (a) and (b) of
                  this
                  paragraph is referred to as a “Material Adverse
                  Change.”

              


      

      


      
        	4.12	
                No
                  Manipulation of Securities. The Company has not taken and will
                  not, in
                  violation of applicable law take, any action designed to or that
                  might
                  reasonably be expected to cause or result in stabilization or manipulation
                  of the price of the Common Stock to facilitate the sale or resale
                  of the
                  Preferred Shares.

              


      

      


      
        	4.13	
                OCTBB
                  Status. The Common Stock is traded on the OTCBB. The Company has
                  no reason
                  to believe that the Common Stock will be ineligible for quotation
                  on the
                  OTCBB.

              


      

      


      
        	4.14	
                Insurance.
                  The Company and the Subsidiaries maintain and will continue to
                  maintain
                  insurance against loss or damage by fire or other casualty and
                  such other
                  insurance, including, but not limited to, product liability insurance,
                  in
                  such amounts and covering such risks as is reasonably adequate
                  consistent
                  with industry practice for the conduct of their respective businesses
                  and
                  the value of their respective
                  properties.

              


      

      


      
        	4.15	
                Tax
                  Matters. The Company and the Subsidiaries have filed all material
                  federal,
                  state, local and foreign income and franchise and other tax returns
                  required to be filed by them in any jurisdiction to which they
                  are
                  subject, and have paid or accrued all taxes due in accordance therewith;
                  and no tax deficiency has been determined adversely to the Company
                  or any
                  Subsidiary which has had (nor does the Company or the Subsidiaries
                  have
                  any knowledge of any tax deficiency which,
                  if

              


      


      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      


      determined
        adversely to the Company or any of the Subsidiaries, would reasonably be
        expected to have) a Material Adverse Effect.

      


      
        	4.16	
                Investment
                  Company. The Company is not an “investment company” within the meaning of
                  such term under the Investment Company Act of 1940 and the rules
                  and
                  regulations of the SEC thereunder.

              


      

      


      
        	4.17	
                No
                  Registration. No form of general solicitation or general advertising
                  was
                  used by the Company or, to the best of its knowledge, any other
                  Person
                  acting on behalf of the Company, in respect of the Preferred Shares
                  or in
                  connection with the offer and sale of the Preferred Shares. Assuming
                  the
                  accuracy of the representations and warranties made by, and compliance
                  with the covenants of, (i) the Investors in Section 5 of the Terms
                  and
                  Conditions to each of the Agreements, no registration of the Preferred
                  Shares under the Securities Act is required in connection with
                  the offer
                  and sale of the Preferred Shares by the Company to the Investors
                  as
                  contemplated by the Agreements.

              


      

      


      
        	4.18	
                Internal
                  Accounting Controls. The Company and the Subsidiaries maintain
                  a system of
                  internal accounting controls sufficient, in the judgment of the
                  Company’s
                  board of directors, to provide reasonable assurance that (i) transactions
                  are executed in accordance with management’s general or specific
                  authorizations, (ii) transactions are recorded as necessary to
                  permit
                  preparation of consolidated financial statements in conformity
                  with
                  generally accepted accounting principles and to maintain asset
                  accountability, (iii) access to assets is permitted only in accordance
                  with management’s general or specific authorization and (iv) the recorded
                  accountability for assets is compared with the existing assets
                  at
                  reasonable intervals and appropriate action is taken with respect
                  to any
                  differences. 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 material information relating to the Company, is made known
                  to the
                  certifying officers by others within those entities, particularly
                  during
                  the period in which the Company’s Form 10-KSB or 10-QSB, as the case may
                  be, is being prepared. The Company’s certifying officers have evaluated
                  the effectiveness of the Company’s controls and procedures as of the end
                  of the period covered by the most recently filed Form 10-KSB (such
                  date,
                  the “Evaluation Date”). The Company presented in its most recently filed
                  Form 10-KSB 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 significant changes in the Company’s internal controls (as
                  such term is defined in Exchange Act Rules 13a-15(f) that has affected,
                  or
                  is reasonably likely to materially affect, the Company’s internal controls
                  over financial reporting.

              


      

      


      
        	4.19	
                Form
                  D. Subject to the continuing accuracy of the representations and
                  warranties made by, and compliance with the covenants of, the Investors
                  in
                  Section 5 of the Terms and Conditions to each of the Agreements
                  the
                  Company agrees to file one or more Form D with respect to the Preferred
                  Shares on a timely basis as required under Regulation D under the
                  Securities Act to claim the exemption provided by Rule 506 of Regulation
                  D
                  and to provide a copy thereof to the Investors and their counsel
                  promptly
                  after such filing.

              


      

      


      


      
        
          
            
            

          

          
            -8-

            
              

            

          

          
            
            

          

        

      

       

      
        	4.20	
                Integration
                  and Future Financings

              


      

      


      
        	
              	(a)	
                The
                  Company shall not, and shall use its best efforts to ensure that
                  no
                  affiliate of the Company shall, sell, offer for sale or solicit
                  offers to
                  buy or otherwise negotiate in respect of any security (as defined
                  in
                  Section 2 of the Securities Act) that would be integrated with
                  the
                  Offering in a manner that would require the registration of the
                  issuance
                  of the Preferred Shares under the Securities Act, or cause the
                  sale of the
                  Preferred Shares to the Investors to be integrated with prior offerings
                  by
                  the Company.

              


      

      


      
        	4.21	
                Use
                  of Proceeds. The Company will use the net proceeds from the sale
                  of the
                  Preferred Shares for working capital and general corporate purposes
                  and to
                  acquire capital equipment for expansion of production
                  capacity.

              


      

      


      
        	5.	
                Representations,
                  Warranties and Covenants of the
                  Investor.

              


      

      


      
        	5.1	
                The
                  Investor represents and warrants to, and covenants with, the Company
                  that:
                  (i) the Investor is an “accredited investor” as defined in Rule 501 of
                  Regulation D under the Securities Act , and the Investor is also
                  knowledgeable, sophisticated and experienced in making, and is
                  qualified
                  to make decisions with respect to, investments in securities presenting
                  an
                  investment decision like that involved in the purchase of the Preferred
                  Shares, including investments in securities issued by the Company
                  and
                  investments in comparable companies, and has requested, received,
                  reviewed
                  and considered all information it deemed relevant in making an
                  informed
                  decision to purchase the Preferred Shares; (ii) the Investor is
                  acquiring
                  the Preferred Shares in the ordinary course of its business and
                  for its
                  own account for investment only and with no present intention of
                  distributing any of such Preferred Shares or any arrangement or
                  understanding with any other persons regarding the distribution
                  of such
                  Preferred Shares; (iii) the Investor will not, directly or indirectly,
                  offer, sell, pledge, transfer or otherwise dispose of (or solicit
                  any
                  offers to buy, purchase or otherwise acquire or take a pledge of)
                  any of
                  the Preferred Shares except in compliance with the Securities Act,
                  applicable state securities laws and the respective rules and regulations
                  promulgated thereunder, except that the Investor may pledge the
                  Preferred
                  Shares in connection with a bona fide margin account or other loan
                  or
                  financing; (iv) the Investor and the Investor’s representatives, if any,
                  have been solely responsible for the Investor’s own “due diligence”
                  investigation of the Company and its management and business, for
                  its own
                  analysis of the merits and risks of this investment, and for the
                  Investor’s own analysis of the fairness and desirability of the terms of
                  the investment; and (v) the Investor has, in connection with its
                  decision
                  to purchase the Preferred Shares, relied only upon the SEC Documents
                  and
                  the representations and warranties of the Company contained herein.
                  The
                  Investor understands that its acquisition of the Preferred Shares
                  has not
                  been registered under the Securities Act or registered or qualified
                  under
                  any state securities law in reliance on specific exemptions therefrom,
                  which exemptions may depend upon, among other things, the bona
                  fide nature
                  of the Investor’s investment intent as expressed herein. The Investor has
                  completed or caused to be completed and delivered to the Company
                  the
                  Investor Questionnaire attached to this Annex I as Exhibit A, which
                  completed questionnaire is true, correct and complete in all material
                  respects.

              


      

      


      
        	5.2	
                The
                  Investor hereby covenants with the Company not to make any sale
                  of the
                  Shares or the Conversion Shares without complying with the provisions
                  of
                  this Agreement, and the Investor acknowledges that the certificates
                  evidencing the Preferred Shares and the Conversion Shares will
                  be
                  imprinted with a legend that prohibits their transfer except in
                  accordance
                  therewith.

              


      

      


      
        	5.3	
                The
                  Investor further represents and warrants to, and covenants with,
                  the
                  Company that (i) the Investor has full right, power, authority
                  and
                  capacity to enter into this Agreement and to consummate the transactions
                  contemplated hereby and has taken all necessary action to authorize
                  the
                  execution, delivery and performance of this Agreement, and (ii)
                  this
                  Agreement constitutes a valid and
                  binding

              


      


      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      


      obligation
        of the Investor enforceable against the Investor in accordance with its terms,
        except as enforceability may be limited by applicable bankruptcy, insolvency,
        reorganization, moratorium or similar laws affecting creditors’ and contracting
        parties’ rights generally and except as enforceability may be subject to general
        principles of equity (regardless of whether such enforceability is considered
        in
        a proceeding in equity or at law).

      


      
        	5.4	
                The
                  Investor understands that nothing in the SEC Documents, this Agreement
                  or
                  any other materials presented to the Investor in connection with
                  the
                  purchase and sale of the Preferred Shares constitutes legal, tax
                  or
                  investment advice. The Investor has consulted such legal, tax and
                  investment advisors as it, in its sole discretion, has deemed necessary
                  or
                  appropriate in connection with its purchase of the Preferred
                  Shares.

              


      

      


      
        	6.	
                Survival
                  of Representations, Warranties and Agreements. Notwithstanding
                  any
                  investigation made by any party to this Agreement, all covenants,
                  agreements, representations and warranties made herein by the Company
                  and
                  the Investor shall survive the execution of this Agreement, the
                  delivery
                  to the Investor of the Preferred Shares being purchased and the
                  payment
                  therefor.

              


      

      


      
        	7.	
                Registration
                  of the Warrant Shares and the Conversion Shares; Compliance with
                  the
                  Securities Act.

              


      

      


      
        	7.1	
                Registration.
                  The Company shall use commercially reasonable efforts to file a
                  Registration Statement with the SEC registering the resale of the
                  maximum
                  number of shares of Common Stock to be issued upon conversion of
                  the
                  Preferred Stock and exercise of the Warrants within 90 days of
                  closing.
                  The Company shall use commercially reasonable efforts to have the
                  Registration Statement declared effective within 120 days after
                  the
                  initial filing with the SEC.  The terms of such registration rights
                  shall be set forth in a Registration Rights Agreement substantially
                  in the
                  form of Exhibit C attached herein (the “Registration Rights Agreement”).
                  In the event that the Company is unable to have the Registration
                  Statement
                  declared effective as set forth herein due to limitations imposed
                  by the
                  Securities and Exchange Commission on the registration of shares
                  for
                  resale on behalf of selling security holders, such inability shall
                  not be
                  considered a breach of the Company’s obligations under the
                  Agreements.

              


      

      


      
        	7.2	
                Rule
                  144. The Company covenants that it will file the reports required
                  to be
                  filed by it under the Securities Act and the Exchange Act and the
                  rules
                  and regulations adopted by the SEC thereunder (or, if the Company
                  is not
                  required to file such reports, it will, upon the request of the
                  Investor
                  holding Securities purchased hereunder made after the first anniversary
                  of
                  the Closing Date, make publicly available such information as necessary
                  to
                  permit sales of the Conversion Shares pursuant to Rule 144 under
                  the
                  Securities Act), and it will take such further action as the Investor
                  may
                  reasonably request, all to the extent required from time to time
                  to enable
                  the Investor to sell the Conversion Shares purchased hereunder
                  without
                  registration under the Securities Act within the limitation of
                  the
                  exemptions provided by (a) Rule 144 under the Securities Act, as
                  such rule
                  may be amended from time to time, or (b) any similar rule or regulation
                  hereafter adopted by the SEC.

              


      

      


      
        	8.	
                Covenants
                  (post Closing).

              


      

      


      
        	8.1	
                Short
                  Selling. For a period of three years from the date hereof, Investor
                  shall
                  not enter into or affect any “short sales” (as such term is defined in
                  Rule 3b-3 of the Securities Exchange Act of 1934) of the Company’s
                  securities or hedging transactions which establishes a net short
                  position.

              


      

      


      
        	9.	
                Notices.
                  All notices, requests, consents and other communications hereunder
                  shall
                  be in writing, shall be mailed (A) if within the United States
                  by
                  first-class registered mail, Express Mail or nationally recognized
                  overnight express courier, postage prepaid, or by facsimile, or
                  (B) if
                  delivered from outside the United States, by International Federal
                  Express
                  or facsimile, and shall be deemed given (i) if delivered by first-class
                  registered mail, three business days after so mailed, (ii) if delivered
                  by

              


      


      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      


      Express
        Mail or a nationally recognized overnight carrier, one business day after
        so
        mailed, (iii) if delivered by International Federal Express, two business
        days
        after so mailed, (iv) if delivered by facsimile, upon electronic confirmation
        of
        receipt and shall be delivered as addressed as follows:

      


      


      
        	
              	(a)	
                if
                  to the Company, to:

              


      

      


      PLASTINUM
        POLYMER TECHNOLOGIES CORP. 

      245
        Park
        Avenue, 39th
        Floor

      New
        York,
        NY 10167

      USA

      Tel:
        + 1
        212 792 41 04

      Cell:
        +
        41 79 213 39 66

      Fax:
        + 41
        1 274 22 59

       

      with
        a
        copy to:

       

      Mr.
        Alan
        C. Ederer

      Westerman
        Ball Ederer Miller & Sharfstein LLP

      170
        Old
        Country Road, 4th floor

      Mineola,
        NY, 11501

      USA

      Tel:
        +1
        516.622.9200 ext 410

      Fax:
        + 1
        516 977 3056

       

      
        	
              	(b)	
                if
                  to the Investor, at its address on the signature page hereto, or
                  at such
                  other address or addresses as may have been furnished to the Company
                  in
                  writing

              


      

      


      
        	10.	
                Changes.
                  This Agreement may not be modified or amended except pursuant to
                  an
                  instrument in writing signed by the Company and the
                  Investor.

              


      

      


      
        	11.	
                Headings.
                  The headings of the various sections of this Agreement have been
                  inserted
                  for convenience of reference only and shall not be deemed to be
                  part of
                  this Agreement.

              


      

      


      
        	12.	
                Severability.
                  In case any provision contained in this Agreement should be invalid,
                  illegal or unenforceable in any respect, the validity, legality
                  and
                  enforceability of the remaining provisions contained herein shall
                  not in
                  any way be affected or impaired
                  thereby.

              


      

      


      
        	13.	
                Governing
                  Law. This Agreement shall be governed by, and construed in accordance
                  with, the internal laws of the State of New York, without giving
                  effect to
                  the principles of conflicts of law.

              


      

      


      
        	14.	
                Entire
                  Agreement. This Agreement constitutes the entire agreement between
                  the
                  parties hereto pertaining to the subject matter hereof, and any
                  and all
                  other written or oral agreements relating to such subject matter
                  are
                  expressly cancelled.

              


      

      


      
        	15.	
                Finders’
                  Fees. Neither the Company nor the Investor nor any affiliate thereof
                  has
                  incurred any obligation which will result in the obligation of
                  the other
                  party to pay any finder’s fee or commission in connection with this
                  transaction, except for fees payable by the Company to placement
                  agent in
                  connection with the sale of Preferred Shares
                  hereunder.

              


      


      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      


      
        	16.	
                Counterparts.
                  This Agreement may be executed in two or more counterparts, each
                  of which
                  shall constitute an original, but all of which, when taken together,
                  shall
                  constitute but one instrument, and shall become effective when
                  one or more
                  counterparts have been signed by each party hereto and delivered
                  (including by facsimile) to the other
                  parties.

              


      

      


      
        	17.	
                Confidential
                  Information; 8-K Filing. Investor represents to the Company that,
                  at all
                  times during the Company’s offering of the Preferred Shares, Investor has
                  maintained in confidence all non-public information regarding the
                  Company
                  received by Investor from the Company or its agents, has not traded
                  in the
                  Company’s securities on the basis of any non-public information and
                  covenants that it will continue to maintain in confidence such
                  information
                  until such information becomes generally publicly available, other
                  than
                  through a violation of this provision by Investor or its agents.
                  Within
                  four (4) business days after the Closing Date, the Company shall
                  file a
                  Form 8-K concerning the Agreements and the transactions contemplated
                  thereby, which Form 8-K shall attach a Form of the Securities Purchase
                  Agreement and the Registration Rights Agreement as exhibits to
                  such Form
                  8-K (the “8-K Filing”). From and after the 8-K Filing, the Company hereby
                  acknowledges that no Investor shall be in possession of any material
                  nonpublic information received from the Company or any of its respective
                  officers, directors, employees or agents, that is not disclosed
                  in the 8-K
                  Filing.

              


      

      


      
        	18.	
                Successors
                  and Assigns. This Agreement shall inure to the benefit of and be
                  binding
                  upon the successors and permitted assigns of the Company and the
                  Investor,
                  including without limitation and without the need for an express
                  assignment, affiliates of the Investor. With respect to transfers
                  that are
                  not made pursuant to the Registration Rights Agreement, the rights
                  and
                  obligations of an Investor under this Agreement shall be automatically
                  assigned by the Investor to any transferee of all or any portion
                  of the
                  Investor’s Shares who is a
                  Permitted

              


      

      


      Transferee
        (as defined below); provided, however, that within two business days prior
        to
        the transfer, (i) the Company is provided notice of the transfer including
        the
        name and address of the transferee and the number of Shares transferred;
        and
        (ii) that such transferee agrees in writing to be bound by the terms of this
        Agreement. (For purposes of this Agreement, a “Permitted Transferee” shall mean
        any person who (a) is an “accredited investor,” as that term is defined in Rule
        501(a) of Regulation D under the Securities Act and (b) is a transferee of
        at
        least 25% of the Investor’s Shares received in a transaction permitted under the
        securities laws of the United States). Upon any transfer permitted by the
        second
        sentence of this Section 18, the Company shall be obligated to such transferee
        to perform all of its covenants under this Agreement as if such transferee
        were
        an Investor.

      


      
        	19.	
                Access
                  to Information. From and after the date hereof through the Closing,
                  on
                  reasonable notice to the Company, the Company shall permit access
                  to, and
                  shall make available to the Investors’ representatives and their counsel
                  for inspection, such information and documents as the Investors
                  reasonably
                  request, and shall make available at reasonable times and to a
                  reasonable
                  extent officers and employees of the Company (who are at the Vice
                  President level and above) to discuss the business and affairs
                  of the
                  Company.

              


      

      


      
        	20.	
                Further
                  Assurances. The Company shall provide such further documentation
                  and take
                  such further steps as may be reasonably requested by Investors
                  in
                  connection with the issuance and sale of the Preferred Shares and
                  the
                  Company’s obligations pursuant to the Transaction
                  Documents.

              


      

      


      

        
          
            
            

          

          
            -12-

            
              

            

          

          
            
            

          

        



      Schedule
        I

      


      


      


      


      Investors

      


      [Names]

      



      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      


      Schedule
        4.5

      


      Capitalization
        as of September 30, 2007

      


      Shares
        of
        Common Stock outstanding: 96,409,836

      


      Shares
        of
        Preferred Stock outstanding: None.

      


      Warrants
        outstanding for the purchase of 22,678,034 shares of Common Stock.

      


      Debt
        convertible into 1,000,000 shares of Common Stock.

      


      Options
        outstanding for the purchase of 3,000,000 shares of Common Stock.

      


      

        
          
            
            

          

          
            -14-

            
              

            

          

          
            
            

          

        



      EXHIBIT
        A

      


      PLASTINUM
        POLYMER TECHNOLOGIES CORP. INVESTOR QUESTIONNAIRE

      (ALL
        INFORMATION WILL BE TREATED CONFIDENTIALLY)

      


      To: Plastinum
        Polymer Technologies Corp.

      


      This
        Investor Questionnaire (“Questionnaire”) must be completed by each potential
        investor in connection with the offer and sale of shares of the Company’s Series
        B-1 Convertible Preferred Stock (the “Preferred Shares”) and warrants to
        purchase shares of the Company’s Common Stock (collectively, the “Securities”).
        The Securities are being offered and sold by Plastinum Polymer Technologies
        Corp. (the “Company”) without registration under the Securities Act of 1933, as
        amended (the “Act”), and the securities laws of certain states, in reliance on
        the exemptions contained in Section 4(2) of the Act and on Regulation D
        promulgated thereunder and in reliance on similar exemptions under applicable
        state laws. The Company must determine that a potential investor meets certain
        suitability requirements before offering or selling the Securities to such
        investor. The purpose of this Questionnaire is to assure the Company that
        each
        investor will meet the applicable suitability requirements. The information
        supplied by the potential investor will be used in determining whether such
        investor meets such criteria, and reliance on the private offering exemption
        from registration is based in part on the information supplied in this
        Questionnaire.

       

      This
        Questionnaire does not constitute an offer to sell or a solicitation of an
        offer
        to buy any security. Except as expressly permitted herein, the potential
        investor’s answers are to be kept strictly confidential.

       

      However,
        by signing this Questionnaire the potential investor will be authorizing
        the
        Company to provide a completed copy of this Questionnaire to such parties
        as the
        Company deems appropriate in order to ensure that the offer and sale of the
        Securities will not result in a violation of the Act or the securities laws
        of
        any state, and that the potential investor otherwise satisfies the suitability
        standards applicable to purchasers of  the
        Securities. All potential investors must answer all applicable questions
        and
        complete, date and sign this Questionnaire. Please print or type the responses
        and attach additional sheets of paper if necessary to complete
        the answers to any item.

      


      A. BACKGROUND
        INFORMATION

      


      Name:
         ____________________________________________________________________________

      


      Business
        Address:
        ___________________________________________________________________

                                                                                                           
        (Number and Street)

      


      _________________________ 
        _________________________ _________________________

                                
        (City)                                                  
(State)                                             
(Zip
        Code)

      


      Telephone
        Number: _____________________________________  

      


      


      Residence
        Address:
        ___________________________________________________________________

      (Number
        and Street)

       

      


      _________________________ 
        _________________________ _________________________

                             
        (City)                                                       
(State)                                           
(Zip
        Code)

      


       

      Telephone
        Number: _____________________________________  


      
        
          
          

        

        
          -15-

          
            

          

        

        
          
          

        

      


      If
        an individual:

      


      Age: _____
          Citizenship:
        _______________ Where registered to vote: : _______________ 

      


      If
        a
        corporation, partnership, limited liability company, trust or other
        entity:

      


      Type
        of
        entity:____________________________________________________________

      


      State
        of
        formation: __________________
        Date of formation: __________________ 

      


      Social
        Security or Taxpayer Identification No. ____________________________________
        

      


      Send
        all
        correspondence to (check one): ___
        Residence Address ___
        Business Address 

      


      B. STATUS
        AS ACCREDITED INVESTOR

      


      The
        undersigned is an “accredited investor” as such term is defined in Regulation D
        under the Act, as at the time of the sale of the Preferred Shares the
        undersigned falls within one or more of the following categories (Please
        initial one or more, as applicable):1

      


      _____
        (1) a
        bank as
        defined in Section 3(a)(2) of the Act, or a savings and loan association
        or
        other institution as defined in Section 3(a)(5)(A) of the Act whether acting
        in
        its individual or fiduciary capacity; a broker or dealer registered pursuant
        to
        Section 15 of the Securities Exchange Act of 1934; an insurance company as
        defined in Section 2(13) of the Act; an investment company registered under
        the
        Investment Corporation Act of 1940 or a business development company as defined
        in Section 2(a)(48) of that Act; a Small Business Investment Corporation
        licensed by the U.S. Small Business Administration under Section 301(c) or
        (d)
        of the Small Business Investment Act of 1958; a plan established and maintained
        by a state, its political subdivisions, or any agency or instrumentality
        of a
        state or its political subdivisions for the benefit of its employees, if
        such
        plan has total assets in excess of $5,000,000; an employee benefit plan within
        the meaning of the Employee Retirement Income Security Act of 1974 if the
        investment decision is made by a plan fiduciary, as defined in Section 3(21)
        of
        such Act, which is either a bank, savings and loan association, insurance
        company, or registered investment adviser, or if the employee benefit plan
        has
        total assets in excess of $5,000,000 or, if a self-directed plan, with the
        investment decisions made solely by persons that are accredited
        investors;

      


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

      _____
        (3) an
        organization described in Section 501(c)(3) of the Internal Revenue Code
        of
        1986, as amended, corporation, Massachusetts or similar business trust, or
        partnership, not formed for the specific purpose of acquiring the Securities
        offered, with total assets in excess of $5,000,000;

      


      _____
        (4) a
        natural
        person whose individual net worth, or joint net worth with that person’s spouse,
        at the time of such person’s purchase of the Preferred Shares
        exceeds$1,000,000;

      


      
        
          

        

      

      1 As
        used in this Questionnaire, the tem “net worth” means the excess of total assets
        over total liabilities. In computing net worth for the purpose of subsection
        (4), the principal residence of the investor must be valued at cost, including
        cost of improvements, or at recently appraised value by an institutional
        lender
        making a secured loan, net of encumbrances. In determining income, the investor
        should add to the investor’s adjusted gross income any amounts attributable to
        tax exempt income received, losses claimed as a limited partner in any limited
        partnership, deductions claimed for depiction, contributions to an IRA or
        KEOGH
        retirement plan, alimony payments, and any amount by which income from long-term
        capital gains has been reduced in arriving at adjusted gross
        income.


      
        
          
          

        

        
          -16-

          
            

          

        

        
          
          

        

      


      _____
        (5) a
        natural
        person who had an individual income in excess of $200,000, or joint income
        with
        that person’s spouse in excess of $300,000, in 2005 and 2006 and has a
        reasonable expectation of reaching the same income level in 2007;

      


      _____
        (6) a
        trust,
        with total assets in excess of $5,000,000, not formed for the specific purpose
        of acquiring the Securities offered, whose purchase is directed by a
        sophisticated person as described in Rule 

      506(b)(2)(ii)
        of Regulation D; and

      


      _____
        (7) an
        entity
        in which all of the equity owners are accredited investors (as defined
        above).

      


      C. REPRESENTATIONS

      


      The
        undersigned hereby represents and warrants to the Company as
        follows:

      


      
        	1.	
                Any
                  purchase of the Securities would be solely for the account of the
                  undersigned and not for the account of any other person or with
                  a view to
                  any resale, fractionalization, division, or distribution
                  thereof.

              


      

      


      
        	2.	
                The
                  information contained herein is complete and accurate and may be
                  relied
                  upon by the Company, and the undersigned will notify the Company
                  immediately of any material change in any of such information occurring
                  prior to the closing, if any, with respect to the purchase of Preferred
                  Shares by the undersigned or any
                  co-purchaser.

              


      

      


      
        	3.	
                There
                  are no suits, pending litigation, or claims against the undersigned
                  that
                  could materially affect the net worth of the undersigned as reported
                  in
                  this Questionnaire.

              


      

      


      
        	4.	
                The
                  undersigned is aware that, the Preferred Shares, the Warrant Shares
                  and
                  the Conversion Shares will not be subject to ready liquidation.
                  The
                  overall commitment of the undersigned to investments which are
                  not readily
                  marketable is not excessive in view of the undersigned’s net worth and
                  financial circumstances, and any purchase of the Preferred Shares
                  will not
                  cause such commitment to become excessive. The undersigned is able
                  to bear
                  the economic risk of an investment in the
                  Securities.

              


      

      


      
        	5.	
                In
                  addition to reviewing the Company’s filings with the Securities and
                  Exchange Commission, the undersigned has carefully considered the
                  potential risks relating to the Corporation and a purchase of the
                  Preferred Shares, and fully understands that the Securities are
                  speculative investments which involve a high degree of risk of
                  loss of the
                  undersigned’s entire investment.

              


      

      


      


      


      

        
          
            
            

          

          
            -17-

            
              

            

          

          
            
            

          

        



      IN
        WITNESS WHEREOF, the undersigned has executed this Questionnaire as of this
        ________ day of __________, 2007, and declares under oath that it is truthful
        and correct.

      


       

      Print
        Name: _______________________________________________

      


      


       

      By:  _______________________________________________

      (Signature)

      


       

      Title:  _______________________________________________

      (required
        for any purchaser that is a corporation, partnership, trust or other
        entity)

       

      
        
           

        

        
          -18-