ex101.htm


    Exhibit
      10.1

     

    
 

    PURCHASE
      AGREEMENT

     

                          THIS
      PURCHASE AGREEMENT (“Agreement”) is made as of the 25th day of August, 2006 by
      and between Woize International, Ltd., a Nevada corporation (the “Company”), and
      Jan Orrenius (the “Investor”).

    


    Recitals

    


             A.           The
      Company and the Investor 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 U.S. Securities and
      Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended,
      and/or Regulation S promulgated under the Securities Act of 1933, as amended
      (“Regulation S”); and

    


                             B.           The
      Investor wishes to purchase from the Company, and the Company wishes to sell
      and
      issue to the Investor, upon the terms and conditions stated in this Agreement
      166,667  shares of the Company’s Common Stock, $.001 par value (the
“Shares”);

     

                           
      In consideration of the mutual promises made herein and for other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows:

    


               1.           Definitions.  In
      addition to those terms defined above and elsewhere in this Agreement, for
      the
      purposes of this Agreement, the following terms shall have the meanings set
      forth below:

    


                           
      “Affiliate” means, with respect to any Person, any other Person which
      directly or indirectly through one or more intermediaries Controls, is
      controlled by, or is under common control with, such Person.

     

                           
       “Business Day” means a day, other than a Saturday or Sunday, on
      which banks in New York City are open for the general transaction of
      business.

    


                            
      “Company’s Knowledge” means the actual knowledge of the executive
      officers (as defined in Rule 405 under the 1933 Act) of the Company, after
      due
      inquiry.

    


                            
      “Confidential Information” means trade secrets, confidential information
      and know-how (including but not limited to ideas, formulae, compositions,
      processes, procedures and techniques, research and development information,
      computer program code, performance specifications, support documentation,
      drawings, specifications, designs, business and marketing plans, and customer
      and supplier lists and related information).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


                            
      “Intellectual Property” means all of the following: (i) patents, patent
      applications, patent disclosures and inventions (whether or not patentable
      and
      whether or not reduced to practice); (ii) trademarks, service marks, trade
      dress, trade names, corporate names, logos, slogans and Internet domain names,
      together with all goodwill associated with each of the foregoing; (iii)
      copyrights and copyrightable works; (iv) registrations, applications and
      renewals for any of the foregoing; and (v) proprietary computer software
      (including but not limited to data, data bases and documentation).

    


                           
       “Material Adverse Effect” means a material adverse effect on (i)
      the assets, liabilities, results of operations, condition (financial or
      otherwise), business, or prospects of the Company and its Subsidiaries taken
      as
      a whole, or (ii) the ability of the Company to perform its obligations under
      the
      Agreement.

    


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

    


                            
      “Per Share Purchase Price” means $0.30

    
                        
      “Purchase Price” means USD Fifty Thousand ($50,000)

    


                            
      “SEC Filings” has the meaning set forth in Section 4.6.

    


                            
      “Shares” means the shares of Common Stock being purchased by the Investor
      hereunder.

    


                            
      “U.S. Person” as defined in Section 902(k) of the 1933 Act.

    


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

    


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

    


               2.           Purchase
      and Sale of the Shares and Warrants.  Subject to the terms and
      conditions of this Agreement, on the Closing Date as defined in Section 3 below,
      the Investor shall purchase, and the Company shall sell and issue to the
      Investor, the Shares in the amount set forth opposite the Investor’s name on the
      signature pages attached hereto in exchange for the Purchase Price as specified
      in Section 3 below.

     

    
      
        
        

      

      
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               3.           Closing.  The
      closing  (the “Closing”) of the purchase and sale of the Shares shall
      take place at the Company’s offices on August 23, 2006 (the “Closing Date”), or
      at such other location and on such other date as the Company and the Investor
      shall mutually agree. At the Closing, the Company shall, against delivery of
      payment for the Shares by wire transfer of immediately available funds in
      accordance with the Company’s instructions authorize its transfer agent to issue
      to the Investor one or more stock certificates (the
“Certificates”) registered in the name of the Investor
      (or in such nominee name(s) as designated by such Investor. 

    


               4.           Representations
      and Warranties of the Company.  The Company hereby represents and
      warrants to the Investor that:

    


                           
      4. 1          Organization,
      Good Standing and Qualification.  The Company is a corporation
      duly organized, validly existing and in good standing under the laws of the
      jurisdiction of its incorporation and has all requisite corporate power and
      authority to carry on its business as now conducted and to own its
      properties.  The Company is duly qualified to do business as a foreign
      corporation and is in good standing in each jurisdiction in which the conduct
      of
      its business or its ownership or leasing of property makes such qualification
      or
      leasing necessary unless the failure to so qualify has not and could not
      reasonably be expected to have a Material Adverse Effect.

    


                            
      4.2           Authorization.  The
      Company has full power and authority and has taken all requisite action on
      the
      part of the Company, its officers, directors and stockholders necessary for
      (i)
      the authorization, execution and delivery of the Agreement, (ii) authorization
      of the performance of all obligations of the Company hereunder or thereunder,
      and (iii) the authorization, issuance (or reservation for issuance) and delivery
      of the Shares.  The Agreement constitute the legal, valid and binding
      obligations of the Company, enforceable against the Company in accordance with
      their terms, subject to bankruptcy, insolvency, fraudulent transfer,
      reorganization, moratorium and similar laws of general applicability, relating
      to or affecting creditors’ rights generally.

    


                            
      4.3           Capitalization.

    


    The
      authorized capital stock of the
      Company consists of 150,000,000 shares of Common Stock, par value $.001 and
      1,000,000 shares of Preferred Stock, par value $0.01 of which
      47,805,280  shares of Common Stock and 0 shares of Preferred Stock are
      issued and outstanding.  As of the date hereof and except as disclosed
      in the Company’s SEC filings, 0 shares of our common stock were subject to
      outstanding options to purchase our common stock, and 641,024 shares of our
      common stock were subject to outstanding warrants to purchase our common stock.
      All of the issued and outstanding shares of the Company’s capital stock have
      been duly authorized and validly issued and are fully paid, nonassessable and
      free of pre-emptive rights and were issued in full compliance with applicable
      state and federal securities law and any rights of third
      parties.  Except as disclosed herein and as described in the Company’s
      SEC Filings, no Person is entitled to pre-emptive or similar statutory or
      contractual rights with respect to any securities of the
      Company.  Except as disclosed herein and as described in the Company’s
      SEC Filings, there are no outstanding warrants, options, convertible securities
      or other rights, agreements or arrangements of any character under which the
      Company or any of its Subsidiaries is or may be obligated to issue any equity
      securities of any kind and except as contemplated by this Agreement, neither
      the
      Company nor any of its Subsidiaries is currently in negotiations for the
      issuance of any equity securities of any kind.  Except as described in
      the Company’s SEC Filings and except for the Registration Rights Agreement,
      there are no voting agreements, buy-sell agreements, option or right of first
      purchase agreements or other agreements of any kind among the Company and any
      of
      the security holders of the Company relating to the securities of the Company
      held by them.

     

    
      
        
        

      

      
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      The issuance and sale of the Shares hereunder will not obligate the Company
      to
      issue shares of Common Stock or other securities to any other Person (other
      than
      the Investor) and will not result in the adjustment of the exercise, conversion,
      exchange or reset price of any outstanding security.

    


                           
      The Company does not have outstanding stockholder purchase rights or “poison
      pill” or any similar arrangement in effect giving any Person the right to
      purchase any equity interest in the Company upon the occurrence of certain
      events.

                            
      

                            
      4.4           Valid
      Issuance.  The Shares have been duly and validly authorized and,
      when issued and paid for pursuant to this Agreement, will be validly issued,
      fully paid and nonassessable, and shall be free and clear of all encumbrances
      and restrictions (other than those created by the Investor), except for
      restrictions on transfer set forth in the Agreement or imposed by applicable
      securities laws.

    


                            
      4.5           Consents.  The
      execution, delivery and performance by the Company of the Agreement and the
      offer, issuance and sale of the Shares require no consent of, action by or
      in
      respect of, or filing with, any Person, governmental body, agency, or official
      other than filings that have been made pursuant to applicable state securities
      laws and post-sale filings pursuant to applicable state and federal securities
      laws which the Company undertakes to file within the applicable time
      periods.  Subject to the accuracy of the representations and
      warranties of each Investor set forth in Section 5 hereof, the Company has
      taken
      all action necessary to exempt (i) the issuance and sale of the Shares from
      the
      provisions of any shareholder rights plan or other “poison pill” arrangement,
      any anti-takeover, business combination or control share law or statute binding
      on the Company or to which the Company or any of its assets and properties
      may
      be subject and any provision of the Company’s Certificate of Incorporation or
      By-laws that is or could reasonably be expected to become applicable to the
      Investor s a result of the transactions contemplated hereby, including without
      limitation, the issuance of the Shares and the ownership, disposition or voting
      of the Shares by the Investor or the exercise of any right granted to the
      Investor pursuant to this Agreement.

    


                            
      4.6           Delivery
      of SEC Filings; Business.  The Company has made available to the
      Investor through the EDGAR system, true and complete copies of the Company’s
      most recent Annual Report on Form 10-KSB for the fiscal year ended March 31,
      2006 (the “10-KSB”), and all other reports filed by the Company pursuant to the
      1934 Act since the filing of the 10-KSB and prior to the date hereof
      (collectively, the “SEC Filings”).  The SEC Filings are the only
      filings required of the Company pursuant to the 1934 Act for such
      period.  The Company is engaged in all material respects only in the
      business described in the SEC Filings and the SEC Filings contain a complete
      and
      accurate description in all material respects of the business of the Company,
      taken as a whole.

     

    
      
        
        

      

      
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      4.7           Use of
      Proceeds.  The net proceeds of the sale of the Shares and the
      Warrants hereunder shall be used by the Company for working capital and general
      corporate purposes.

    


                            
      4.8           No
      Material Adverse Change.  Since March 31, 2006, except as
      identified and described in the SEC Filings, there has not been:

    


                                            
      (i)            any change
      in the consolidated assets, liabilities, financial condition or operating
      results of the Company from that reflected in the financial statements included
      in the 10-KSB, except for changes in the ordinary course of business which
      have
      not and could not reasonably be expected to have a Material Adverse Effect,
      individually or in the aggregate;

    


                                           
      (ii)           any
      declaration or payment of any dividend, or any authorization or payment of
      any
      distribution, on any of the capital stock of the Company, or any redemption
      or
      repurchase of any securities of the Company;

    


                                            
      (iii)          any material
      damage, destruction or loss, whether or not covered by insurance to any assets
      or properties of the Company or its Subsidiaries;

    


                                            
      (iv)          any waiver, not
      in the ordinary course of business, by the Company of a material right or of
      a
      material debt owed to it;

    


                                            
      (v)           any
      satisfaction or discharge of any lien, claim or encumbrance or payment of any
      obligation by the Company, except in the ordinary course of business and which
      is not material to the assets, properties, financial condition, operating
      results or business of the Company and its Subsidiaries taken as a whole (as
      such business is presently conducted and as it is proposed to be
      conducted);

    


                                            
      (vi)          any change or
      amendment to the Company's Certificate of Incorporation or by-laws, or material
      change to any material contract or arrangement by which the Company is bound
      or
      to which any of its assets or properties is subject;

    


                                            
      (vii)         any material labor
      difficulties or labor union organizing activities with respect to employees
      of
      the Company;

    


                                            
      (viii)        any material transaction
      entered into by the Company other than in the ordinary course of
      business;

    


                                            
      (ix)           the loss
      of the services of any key employee, or material change in the composition
      or
      duties of the senior management of the Company;

     

    
      
        
        

      

      
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      (x)           the loss or
      threatened loss of any customer which has had or could reasonably be expected
      to
      have a Material Adverse Effect; or

    


                                            
      (xi)          any other event
      or condition of any character that has had or could reasonably be expected
      to
      have a Material Adverse Effect.

    


                             4.9           SEC
      Filings. At the time of filing thereof, the SEC Filings complied as to form
      in all material respects with the requirements of the 1934 Act and did not
      contain any untrue statement of a material fact or omit to state any material
      fact necessary in order to make the statements made therein, in the light of
      the
      circumstances under which they were made, not misleading.

    


                            
      4.10        No Conflict, Breach,
      Violation or Default.  The execution, delivery and performance of
      the Agreement by the Company and the issuance and sale of the Shares will not
      conflict with or result in a breach or violation of any of the terms and
      provisions of, or constitute a default under (i) the Company’s Certificate of
      Incorporation or the Company’s Bylaws, both as in effect on the date hereof
      (true and complete copies of which have been made available to the Investor
      through the EDGAR system), or (ii)(a) any statute, rule, regulation or order of
      any governmental agency or body or any court, domestic or foreign, having
      jurisdiction over the Company or any of its assets or properties, or (b) any
      agreement or instrument to which the Company is a party or by which the Company
      is bound or to which any of its assets or properties is subject.

     

                            
      4.11         Tax
      Matters.  The Company has timely prepared and filed all tax
      returns required to have been filed by the Company with all appropriate
      governmental agencies and timely paid all taxes shown thereon or otherwise
      owed
      by it.  The charges, accruals and reserves on the books of the Company
      in respect of taxes for all fiscal periods are adequate in all material
      respects, and there are no material unpaid assessments against the Company
      nor,
      to the Company’s Knowledge, any basis for the assessment of any additional
      taxes, penalties or interest for any fiscal period or audits by any federal,
      state or local taxing authority except for any assessment which is not material
      to the Company. All taxes and other assessments and levies that the Company
      is
      required to withhold or to collect for payment have been duly withheld and
      collected and paid to the proper governmental entity or third party when
      due.  There are no tax liens or claims pending or, to the Company’s
      Knowledge, threatened against the Company or any its assets or property. Except
      as disclosed in the SEC Filings, there are no outstanding tax sharing agreements
      or other such arrangements between the Company and any other corporation or
      entity.

                         

                           
       4.12         Title to
      Properties.  Except as disclosed in the SEC Filings, the Company
      has good and marketable title to all real properties and all other properties
      and assets owned by it, in each case free from liens, encumbrances and defects
      that would materially affect the value thereof or materially interfere with
      the
      use made or currently planned to be made thereof by them; and except as
      disclosed in the SEC Filings, the Company holds any leased real or personal
      property under valid and enforceable leases with no exceptions that would
      materially interfere with the use made or currently planned to be made thereof
      by them.

     

    
      
        
        

      

      
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      4.13         Certificates,
      Authorities and Permits.  The Company possess adequate
      certificates, authorities or permits issued by appropriate governmental agencies
      or bodies necessary to conduct the business now operated by it, and the Company
      has received any notice of proceedings relating to the revocation or
      modification of any such certificate, authority or permit that, if determined
      adversely to the Company, could reasonably be expected to have a Material
      Adverse Effect, individually or in the aggregate.

    


                             4.14         No
      Labor Disputes.  No material labor dispute with the employees of
      the Company exists or, to the Company’s Knowledge, is imminent.

    


                            
      4.15         Intellectual
      Property.

    


                                            
      (a)           All
      Intellectual Property of the Company is currently in compliance with all legal
      requirements (including timely filings, proofs and payments of fees) and is
      valid and enforceable.  No Intellectual Property of the Company which
      is necessary for the conduct of Company’s business as currently conducted or as
      currently proposed to be conducted has been or is now involved in any
      cancellation, dispute or litigation, and, to the Company’s Knowledge, no such
      action is threatened.  No patent of the Company has been or is now
      involved in any interference, reissue, re-examination or opposition
      proceeding.

    


                                            
      (b)           All of the
      licenses and sublicenses and consent, royalty or other agreements concerning
      Intellectual Property which are necessary for the conduct of the Company’s and
      each of its Subsidiaries’ respective businesses as currently conducted or as
      currently proposed to be conducted to which the Company is a party or by which
      any of its assets are bound (other than generally commercially available,
      non-custom, off-the-shelf software application programs having a retail
      acquisition price of less than $10,000 per license) (collectively, “License
      Agreements”) are valid and binding obligations of the Company or its
      Subsidiaries that are parties thereto and, to the Company’s Knowledge, the other
      parties thereto, enforceable in accordance with their terms, except to the
      extent that enforcement thereof may be limited by bankruptcy, insolvency,
      reorganization, moratorium, fraudulent conveyance or other similar laws
      affecting the enforcement of creditors’ rights generally, and there exists no
      event or condition which will result in a material violation or breach of or
      constitute (with or without due notice or lapse of time or both) a default
      by
      the Company or any of its Subsidiaries under any such License
      Agreement.

    


                                            
      (c)           The Company
      owns or has the valid right to use all of the Intellectual Property that is
      necessary for the conduct of the Company’s business as currently conducted or as
      currently proposed to be conducted and for the ownership, maintenance and
      operation of the Company’s properties and assets, free and clear of all liens,
      encumbrances, adverse claims or obligations to license all such owned
      Intellectual Property and Confidential Information, other than licenses entered
      into in the ordinary course of the Company’s business.  The Company
      has a valid and enforceable right to use all third party Intellectual Property
      and Confidential Information used or held for use in the business of the
      Company.

    


                                            
      (d)           The conduct
      of the Company’s business as currently conducted does not infringe or otherwise
      impair or conflict with (collectively, “Infringe”) any Intellectual Property
      rights of any third party or any confidentiality obligation owed to a third
      party, and, to the Company’s Knowledge, the Intellectual Property and
      Confidential Information of the Company which are necessary for the conduct
      of
      Company’s business as currently conducted or as currently proposed to be
      conducted are not being Infringed by any third party.  There is no
      litigation or order pending or outstanding or, to the Company’s Knowledge,
      threatened or imminent, that seeks to limit or challenge or that concerns the
      ownership, use, validity or enforceability of any Intellectual Property or
      Confidential Information of the Company and the Company’s use of any
      Intellectual Property or Confidential Information owned by a third party, and,
      to the Company’s Knowledge, there is no valid basis for the same.

     

    
      
        
        

      

      
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      (e)           The
      consummation of the transactions contemplated hereby and by the other Agreement
      will not result in the alteration, loss, impairment of or restriction on the
      Company’s ownership or right to use any of the Intellectual Property or
      Confidential Information which is necessary for the conduct of Company’s
      business as currently conducted or as currently proposed to be
      conducted.

    


                                            
      (f)           The Company
      has taken reasonable steps to protect the Company’s rights in their Intellectual
      Property and Confidential Information.  Each employee, consultant and
      contractor who has had access to Confidential Information which is necessary
      for
      the conduct of Company’s business as currently conducted or as currently
      proposed to be conducted has executed an agreement to maintain the
      confidentiality of such Confidential Information and has executed appropriate
      agreements that are substantially consistent with the Company’s standard forms
      thereof.  Except under confidentiality obligations, there has been no
      material disclosure of any of the Company’s Confidential Information to any
      third party.

    


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

    


                            
      4.17        Litigation.  Except
      as described in the SEC Filings, there are no pending actions, suits or
      proceedings against or affecting the Company, its Subsidiaries or any of its
      or
      their properties; and to the Company’s Knowledge, no such actions, suits or
      proceedings are threatened or contemplated.

    


                           
      4.18         Financial
      Statements.  The financial statements included in each SEC Filing
      present fairly, in all material respects, the consolidated financial position
      of
      the Company as of the dates shown and its consolidated results of operations
      and
      cash flows for the periods shown, and such financial statements have been
      prepared in conformity with United States generally accepted accounting
      principles applied on a consistent basis (“GAAP”) (except as may be disclosed
      therein or in the notes thereto, and, in the case of quarterly financial
      statements, as permitted by Form 10-QSB under the 1934 Act).  Except
      as set forth in the financial statements of the Company included in the SEC
      Filings filed prior to the date hereof, neither the Company has incurred any
      liabilities, contingent or otherwise, except those incurred in the ordinary
      course of business, consistent (as to amount and nature) with past practices
      since the date of such financial statements, none of which, individually or
      in
      the aggregate, have had or could reasonably be expected to have a Material
      Adverse Effect.

     

    
      
        
        

      

      
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       4.19         Insurance
      Coverage.  The Company maintains in full force and effect
      insurance coverage that is customary for comparably situated companies for
      the
      business being conducted and properties owned or leased by the Company, and
      the
      Company reasonably believes such insurance coverage to be adequate against
      all
      liabilities, claims and risks against which it is customary for comparably
      situated companies to insure.

    


                            
      4.20         Brokers and
      Finders.  No Person will have, as a result of the transactions
      contemplated by the Agreement, any valid right, interest or claim against or
      upon the Company, or an Investor for any commission, fee or other compensation
      pursuant to any agreement, arrangement or understanding entered into by or
      on
      behalf of the Company.

    


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

    


                            
      4.22         No Integrated
      Offering.  Neither the Company nor any of its Affiliates, nor any
      Person acting on its or their behalf has, directly or indirectly, made any
      offers or sales of any Company security or solicited any offers to buy any
      security, under circumstances that would adversely affect reliance by the
      Company on Section 4(2) for the exemption from registration for the transactions
      contemplated hereby or would require registration of the Shares under the 1933
      Act.

    


                            
      4.23         Private
      Placement.  The offer and sale of the Shares to the Investor as
      contemplated hereby is exempt from the registration requirements of the 1933
      Act.

     

                            
      4.24         Questionable
      Payments.  Neither the Company nor any
      of its Subsidiaries nor, to the Company’s Knowledge, any of their respective
      current or former stockholders, directors, officers, employees, agents or other
      Persons acting on behalf of the Company, has on behalf of the Company or in
      connection with its businesses: (a) used any corporate funds for unlawful
      contributions, gifts, entertainment or other unlawful expenses relating to
      political activity; (b) made any direct or indirect unlawful payments to any
      governmental officials or employees from corporate funds; (c) established or
      maintained any unlawful or unrecorded fund of corporate monies or other assets;
      (d) made any false or fictitious entries on the books and records of the
      Company; or (e) made any unlawful bribe, rebate, payoff, influence payment,
      kickback or other unlawful payment of any nature.

    


    
      
        
        

      

      
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       4.25        Internal
      Controls.  The Company is in material compliance with the
      provisions of the Sarbanes-Oxley Act of 2002 currently applicable to the
      Company.  The Company and the 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 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 1934 Act Rules 13a-14 and 15d-14) for the Company
      and
      designed such disclosure controls and procedures to ensure that material
      information relating to the Company, including the Subsidiaries, is made known
      to the certifying officers by others within those entities, particularly during
      the period in which the Company’s most recently filed period report under the
      1934 Act, 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 a date within 90 days prior to the filing date of the
      most
      recently filed periodic report under the 1934 Act (such date, the "Evaluation
      Date").  The Company presented in its most recently filed periodic
      report under the 1934 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 significant changes in the Company's internal controls (as
      such term is defined in Item 307(b) of Regulation S-K) or, to the Company's
      Knowledge, in other factors that could significantly affect the Company's
      internal controls.  The Company maintains and will continue to
      maintain a standard system of accounting established and administered in
      accordance with GAAP and the applicable requirements of the 1934
      Act.

    


                            
      4.26         Listing.  The
      Common Stock is
      quoted on the Over the Counter Bulletin Board (the “OTCBB”).  The
      Company has not received any oral or written notice that its Common Stock is
      not
      eligible nor will become ineligible for quotation on the OTCBB nor that its
      Common Stock does not meet all requirements for the continuation of such
      quotation, and the Company satisfies, and as of the Closing Date the Company
      will satisfy, all the requirements for the continued quotation of its common
      stock on the OTCBB.

    


                            
      4.27         Disclosures.  Neither
      the Company nor any Person acting on its behalf has provided the Investor or
      this agents or counsel with any information that constitutes or might constitute
      material, non-public information.  The written materials delivered to
      the Investor in connection with the transactions contemplated by the Agreement
      do not contain any untrue statement of a material fact or omit to state a
      material fact necessary in order to make the statements contained therein,
      in
      light of the circumstances under which they were made, not
      misleading.

    


               5.           Representations
      and Warranties of the Investor.  Each of the Investor represents
      and warrants to the Company that:

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

                          
       5.1           Organization
      and Existence.  Such Investor is a validly existing corporation,
      limited partnership or limited liability company and has all requisite
      corporate, partnership or limited liability company power and authority to
      invest in the Shares pursuant to this Agreement.  In addition to the
      foregoing, to the extent such Investor is not incorporated or organized in
      the
      United States, such Investor hereby certifies that it is not a U.S. Person,
      and
      is not acquiring the securities for the account or benefit of any U.S.
      Person.

    


                            
      5.2           Authorization.  The
      execution, delivery and performance by such Investor of the Agreement to which
      such Investor is a party have been duly authorized and will each constitute
      the
      valid and legally binding obligation of such Investor, enforceable against
      such
      Investor in accordance with their respective terms, subject to bankruptcy,
      insolvency, fraudulent transfer, reorganization, moratorium and similar laws
      of
      general applicability, relating to or affecting creditors’ rights
      generally.

    


                            
      5.3           Purchase
      Entirely for Own Account.  The Shares to be received by such
      Investor hereunder will be acquired for such Investor’s own account, not as
      nominee or agent, and not with a view to the resale or distribution of any
      part
      thereof in violation of the 1933 Act, and such Investor has no present intention
      of selling, granting any participation in, or otherwise distributing the same
      in
      violation of the 1933 Act without prejudice, however, to such Investor’s right
      at all times to sell or otherwise dispose of all or any part of such Shares
      in
      compliance with applicable federal and state securities
      laws.  Nothing contained herein shall be deemed a
      representation or warranty by such Investor to hold the Shares for any period
      of
      time.  Such Investor is not a broker dealer registered with the SEC
      under the 1934 or an entity engaged in a business that would require it to
      be so
      registered.

    


                            
      5.4           Investment
      Experience.  Such Investor acknowledges that it can bear the
      economic risk and complete loss of its investment in the Shares and has such
      knowledge and experience in financial or business matters that it is capable
      of
      evaluating the merits and risks of the investment contemplated
      hereby.

    


                            5.5           Disclosure
      of Information.  Such Investor has had an opportunity to receive
      all additional information related to the Company requested by it and to ask
      questions of and receive answers from the Company regarding the Company, its
      business and the terms and conditions of the offering of the
      Shares.  Such Investor acknowledges receipt of copies of the SEC
      Filings.  Neither such inquiries nor any other due diligence
      investigation conducted by such Investor shall modify, amend or affect such
      Investor’s right to rely on the Company’s representations and warranties
      contained in this Agreement.

    


                           
      5.6           Restricted
      Securities.  Such Investor understands that the Shares are
      characterized as “restricted securities” under the U.S. federal securities laws
      inasmuch as they are being acquired from the Company in a transaction not
      involving a public offering and that under such laws and applicable regulations
      such securities may be resold without registration under the 1933 Act only
      in
      certain limited circumstances.  Such Investor agrees to resell such
      Shares only in accordance with the provisions of Regulation S, pursuant to
      registration under the 1933 Act, or pursuant to an available exemption from
      registration, and agrees not to engage in hedging transactions with regard
      to
      such securities unless in compliance with the 1933 Act.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

                            
      5.7           Legends.  It
      is understood that, except as provided below, certificates evidencing the Shares
      may bear the following or any similar legend:

    


                                            
      (a)    “The securities represented hereby may not be
      transferred unless (i) such securities have been registered for sale pursuant
      to
      the Securities Act of 1933, as amended, (ii) such securities may be sold
      pursuant to Rule 144(k), (iii) such Securities may be sold pursuant to
      Regulation S, or (iv) the Company has received an opinion of counsel reasonably
      satisfactory to it that such transfer may lawfully be made without registration
      under the Securities Act of 1933 or qualification under applicable state
      securities laws.  Hedging transactions involving the securities
      represented hereby may not be conducted unless in compliance with the 1933
      Act.”

    


                                            
      (b)    If required by the authorities of any state in
      connection with the issuance of sale of the Shares, the legend required by
      such
      state authority.

    


                            
      5.8           Accredited
      Investor.  Such Investor is an accredited investor as defined in
      Rule 501(a) of Regulation D, as amended, under the 1933 Act.

    


                            
      5.9           No
      General Solicitation.  Such Investor did not learn of the
      investment in the Shares as a result of any public advertising or general
      solicitation.

    


                            5.10          Brokers
      and Finders.  No Person will have, as a result of the transactions
      contemplated by the Agreement, any valid right, interest or claim against or
      upon the Company, or an Investor for any commission, fee or other compensation
      pursuant to any agreement, arrangement or understanding entered into by or
      on
      behalf of such Investor.

    


    


               6.           Covenants
      and Agreements of the Company.

     

                            
      6.1           Piggyback
      Registration Rights.  If at any time after the date hereof, the
      Company shall determine to prepare and file with the Commission a registration
      statement relating to an offering for its own account or the account of others
      under the Securities Act of any of its equity securities, other than on Form
      S-8
      (as promulgated under the Securities Act), then the Company shall use its best
      efforts to include in such registration statement all of such Shares to the
      extent the Company may do so without violating registration rights of others
      which exist as of the date of this Agreement, subject to customary underwriter
      cutbacks applicable to all holders of registration rights and subject to
      obtaining any required the consent of any selling stockholder(s) to such
      inclusion under such registration statement.  The Company shall have a
      right to postpone, delay or withdraw any registration pursuant to this Section
      61 without obligation to the Holder.

     

                           
      6.2.          Transfers.  The
      Company shall refuse to register any transfer of Securities originally issued
      pursuant to Regulation S, where the transfer is not made in accordance with
      the
      provisions of Regulation S (Rule 901 through Rule 905, and Preliminary Notes),
      pursuant to registration under the 1933 Act or pursuant to an available
      exemption from such registration.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

    7.      Survival
      and Indemnification.

    


                             7.1          
      Survival.  The representations, warranties, covenants and
      agreements contained in this Agreement shall survive the Closing of the
      transactions contemplated by this Agreement.

    


             7.2         
      Indemnification by the Company.  The Company agrees to
      indemnify and hold harmless each Investor and its Affiliates and their
      respective directors, officers, employees and agents from and against any and
      all losses, claims, damages, liabilities and expenses (including without
      limitation reasonable attorney fees and disbursements and other expenses
      incurred in connection with investigating, preparing or defending any action,
      claim or proceeding, pending or threatened and the costs of enforcement thereof)
      (collectively, “Losses”) to which such Person may become subject as a result of
      any breach of representation, warranty, covenant or agreement made by or to
      be
      performed on the part of the Company under the Agreement, and will reimburse
      any
      such Person for all such amounts as they are incurred by such
      Person.

     

                            
      7.3          
Indemnification by the Investor.  The Investor agrees to
      indemnify and hold harmless the Company, and its directors, officers, employees,
      stockholders and each person who controls the Company (within the meaning of
      the
      1933 Act) from and against any and all losses, claims, damages, liabilities
      and
      expenses (including without limitation reasonable attorney fees and
      disbursements and other expenses incurred in connection with investigating,
      preparing or defending any action, claim or proceeding, pending or threatened
      and the costs of enforcement thereof) (collectively, “Losses”) to which such
      Person may become subject as a result of any breach of representation, warranty,
      covenant or agreement made by or to be performed on the part of the Investor
      under the Agreement, and will reimburse any such Person for all such amounts
      as
      they are incurred by such Person.

     

                            
      7.4           Conduct of
      Indemnification Proceedings.  Any person
      entitled to indemnification hereunder shall (i) give prompt notice to the
      indemnifying party of any claim with respect to which it seeks indemnification
      and (ii) permit such indemnifying party to assume the defense of such claim
      with
      counsel reasonably satisfactory to the indemnified party; provided that
      any person entitled to indemnification hereunder shall have the right to employ
      separate counsel and to participate in the defense of such claim, but the fees
      and expenses of such counsel shall be at the expense of such person unless
      (a)
      the indemnifying party has agreed to pay such fees or expenses, or (b) the
      indemnifying party shall have failed to assume the defense of such claim and
      employ counsel reasonably satisfactory to such person or (c) in the reasonable
      judgment of any such person, based upon written advice of its counsel, a
      conflict of interest exists between such person and the indemnifying party
      with
      respect to such claims (in which case, if the person notifies the indemnifying
      party in writing that such person elects to employ separate counsel at the
      expense of the indemnifying party, the indemnifying party shall not have the
      right to assume the defense of such claim on behalf of such person); and
provided, further, that the failure of any indemnified party to
      give notice as provided herein shall not relieve the indemnifying party of
      its
      obligations hereunder, except to the extent that such failure to give notice
      shall materially adversely affect the indemnifying party in the defense of
      any
      such claim or litigation.  It is understood that the indemnifying
      party shall not, in connection with any proceeding in the same jurisdiction,
      be
      liable for fees or expenses of more than one separate firm of attorneys at
      any
      time for all such indemnified parties.  No indemnifying party will,
      except with the consent of the indemnified party, consent to entry of any
      judgment or enter into any settlement that does not include as an unconditional
      term thereof the giving by the claimant or plaintiff to such indemnified party
      of a release from all liability in respect of such claim or
      litigation.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

               8.           Miscellaneous.

    


                            
      8.1           Successors
      and Assigns.  This Agreement may not be assigned by a party hereto
      without the prior written consent of the Company or the Investor, as applicable,
      provided, however, that an Investor may assign its rights and delegate its
      duties hereunder in whole or in part to an Affiliate or to a third party
      acquiring some or all of its Shares in a private transaction without the prior
      written consent of the Company or the other Investor, after notice duly given
      by
      such Investor to the Company and the other Investor, provided, that no such
      assignment or obligation shall affect the obligations of such Investor
      hereunder.  The provisions of this Agreement shall inure to the
      benefit of and be binding upon the respective permitted successors and assigns
      of the parties.  Nothing in this Agreement, express or implied, is
      intended to confer upon any party other than the parties hereto or their
      respective successors and assigns any rights, remedies, obligations, or
      liabilities under or by reason of this Agreement, except as expressly provided
      in this Agreement.

    


                         
       
8.2           Counterparts;
      Faxes.  This Agreement may be executed in two or more
      counterparts, each of which shall be deemed an original, but all of which
      together shall constitute one and the same instrument.  This Agreement
      may also be executed via facsimile, which shall be deemed an
      original.

    


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

    


                            
      8.4           Notices.  Unless
      otherwise provided, any notice required or permitted under this Agreement shall
      be given in writing and shall be deemed effectively given as hereinafter
      described (i) if given by personal delivery, then such notice shall be deemed
      given upon such delivery, (ii) if given by telex or telecopier, then such notice
      shall be deemed given upon receipt of confirmation of complete transmittal,
      (iii) if given by mail, then such notice shall be deemed given upon the earlier
      of (A) receipt of such notice by the recipient or (B) three (3) days after
      such
      notice is deposited in first class mail, postage prepaid, and (iv) if given
      by
      an internationally recognized overnight air courier, then such notice shall
      be
      deemed given one business day after delivery to such carrier.  All
      notices shall be addressed to the party to be notified at the address as
      follows, or at such other address as such party may designate by ten days’
advance written notice to the other party:

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

                                    If
      to the Company:

    


    Woize
      International, Ltd

    1
      Kingsway

    London
      WCB 6FX

    Attention:
      Anders Halldin

    Fax:

    


    


    


    


                                    With
      a copy to:

    


    Sichenzia,
      Ross, Friedman Ference LLP

    1065
      Avenue of the Americas, 21st Floor

    New
      York,
      New York 10018

    Attention:  Richard
      A. Friedman

    Fax:  (212)
      930-9725

    


                                    If
      to the Investor:

    


    to
      the
      addresses set forth on the signature pages hereto.

    


                            
      9.5           Expenses.  The
      parties hereto shall pay their own costs and expenses in connection herewith.
      In
      the event that legal proceedings are commenced by any party to this Agreement
      against another party to this Agreement in connection with this Agreement or
      the
      other Agreement, the party or parties which do not prevail in such proceedings
      shall severally, but not jointly, pay their pro rata share of the reasonable
      attorneys’ fees and other reasonable out-of-pocket costs and expenses incurred
      by the prevailing party in such proceedings.

    


                            
      9.6           Amendments
      and Waivers.  Any term of this Agreement may be amended and the
      observance of any term of this Agreement may be waived (either generally or
      in a
      particular instance and either retroactively or prospectively), only with the
      written consent of the Company and the Investor.  

    


                            
      9.7           Severability.  Any
      provision of this Agreement that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof but shall be interpreted as if it were written so as to be
      enforceable to the maximum extent permitted by applicable law, and any such
      prohibition or unenforceability in any jurisdiction shall not invalidate or
      render unenforceable such provision in any other jurisdiction.  To the
      extent permitted by applicable law, the parties hereby waive any provision
      of
      law which renders any provision hereof prohibited or unenforceable in any
      respect.

    


                            
      9.8           Entire
      Agreement.  This Agreement constitutes the entire agreement among
      the parties hereof with respect to the subject matter hereof and thereof and
      supersede all prior agreements and understandings, both oral and written,
      between the parties with respect to the subject matter hereof and
      thereof.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

                           
       9.9           Further
      Assurances.  The parties shall execute and deliver all such
      further instruments and documents and take all such other actions as may
      reasonably be required to carry out the transactions contemplated hereby and
      to
      evidence the fulfillment of the agreements herein contained.

    


                            
      9.10         Governing Law;
      Consent to Jurisdiction; Waiver of Jury Trial.  This Agreement
      shall be governed by, and construed in accordance with the laws of the State
      of
      Nevada without regard to the choice of law principles thereof.  Each
      of the parties hereto irrevocably submits to the exclusive jurisdiction of
      the
      courts of the State of Nevada for the purpose of any suit, action, proceeding
      or
      judgment relating to or arising out of this Agreement and the transactions
      contemplated hereby.  Service of process in connection with any such
      suit, action or proceeding may be served on each party hereto anywhere in the
      world by the same methods as are specified for the giving of notices under
      this
      Agreement.  Each of the parties hereto irrevocably consents to the
      jurisdiction of any such court in any such suit, action or proceeding and to
      the
      laying of venue in such court.  Each party hereto irrevocably waives
      any objection to the laying of venue of any such suit, action or proceeding
      brought in such courts and irrevocably waives any claim that any such suit,
      action or proceeding brought in any such court has been brought in an
      inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO
      REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND
      REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS
      WAIVER.

     

    
[signature
      page follows]

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

                          IN
      WITNESS WHEREOF, the parties have executed this Agreement or caused their duly
      authorized officers to execute this Agreement as of the date first above
      written.

     

     

     

    The
      Company:                            Woize
      International

    


    


    


                                                          By:_/s/_Anders
      Halldin_________________

                                                          Name:  Anders
      Halldin

                                                          Title:   Chief
      Executive Officer

    


    


    


    The
      Investor:                               Jan
      Orrenius

    


    


                                                          By:__/s/_Jan
      Orrenius__________________

                                                          Name:
      Jan Orrenius

                                                          Title:

    


                                                          Aggregate
      Purchase Price:  USD 50,000

                                                          Number
      of Shares:  166,667