EXHIBIT 10.1




SECURITIES
PURCHASE AGREEMENT




            THIS SECURITIES
PURCHASE AGREEMENT (the "Agreement"), dated as of November 18, 2016
(the "Effective Date"), is entered into by and between GREENHOUSE
SOLUTIONS INC., a Nevada corporation (the "Company"), and SBI
INVESTMENTS LLC, 2014-1, a statutory series of Delaware limited liability
company (the "Buyer").




WHEREAS:




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


B.     The Buyer
desires to purchase and the Company desires to issue and sell, upon the terms
and conditions set forth in this Agreement, two 8% convertible promissory notes
of the Company, in the form attached hereto as Exhibit A, in the
aggregate principal amount of US$550,000.00 (together with any note(s) issued
in replacement thereof or as a dividend thereon or otherwise with respect
thereto in accordance with the terms thereof, the "Notes"), convertible
into shares of common stock, $0.001 par value per share, of the Company ("Common
Stock"), upon the terms and subject to the limitations and conditions set
forth in such Notes, as well as warrants to purchase 300,000 shares of the
Common Stock (the "Warrants"), in the forms of Series A and Series B
Warrants attached hereto under Exhibit B.  




NOW
THEREFORE, in consideration of the foregoing premises, and the promises and
covenants herein contained, the receipt and sufficiency of which are hereby
acknowledged the Company and the Buyer severally (and not jointly) hereby agree
as follows:




 




AGREEMENT




 




1.      PURCHASE
AND SALE OF NOTES AND WARRANTS.




a.       Purchase
of Notes and Warrants.  




(i)                 
First Closing. On the Initial Closing Date (as defined below),
the Company shall issue and sell to the Buyer and the Buyer agrees to purchase
from the Company, the Warrants, and a Note in the principal face amount of
$275,000.00 ("Note No. 1") as is set forth immediately below the Buyer's
name on the signature pages hereto, subject to the express terms of such Note.


(ii)               
Second Closing.  On the Second Closing Date (as defined below),
the Company shall issue and sell to the Buyer and the Buyer agrees to purchase
from the Company, subject to the Buyer's election to do the same, a Note in the
principal face amount of $275,000.00 ("Note No. 2") as is set forth






immediately below the Buyer's name on the signature page hereto, subject to the
express terms of such Note (the "Second Closing"). Notwithstanding any
other terms contained in this Agreement, the Second Closing and the sale and
purchase of Note No. 2 shall occur solely upon the election of the Buyer, in
its sole discretion within the period of time set forth in Section 1(c)(ii)
below. 


b.      Form
of Payment.  On the Initial Closing Date (as defined below), the Buyer
shall pay the purchase price for Note No. 1, which is equal to $250,000.00 (the
"First Purchase Price") by wire transfer of immediately available funds,
in accordance with the Company's written wiring instructions, against delivery
of Note No. 1, and (i) the Company shall deliver such duly executed Note No. 1,
as well as the Warrants, on behalf of the Company, to the Buyer. On the Second
Closing Date (as defined below), the Buyer shall pay the purchase price for
Note No. 2, which is equal to $250,000.00 (the "Second Purchase Price")
by wire transfer of immediately available funds, in accordance with the
Company's written wiring instructions, against delivery of Note No. 2, and (ii) the Company shall deliver such duly executed Note No. 2 on behalf of the Company, to
the Buyer.


c.       Closing
Dates.  




(i)                 
Subject to the satisfaction (or written waiver) of the conditions
thereto set forth in Section 6 and Section 7(a) below, the date
and time of the issuance and sale of Note No. 1 and Warrants pursuant to this
Agreement  shall be 5:00 P.M., Eastern Standard Time on or about November 18,
2016, or such other mutually agreed upon time (the "Initial Closing Date"). 
The initial closing of the transactions contemplated by this Agreement (the "Initial
Closing") shall occur on the Initial Closing Date at such location as may
be agreed to by the parties.


(ii)               
Subject to the satisfaction (or written waiver) of the conditions
thereto set forth in Section 6 and Section 7(b) below, and
subject to the Buyer's election to consummate such purchase, the date and time
of the issuance and sale of Note No. 2 pursuant to this Agreement shall be 5:00
P.M., Eastern Standard Time after the sixtieth (60th) day following the Initial
Closing Date but on or prior to the ninetieth (90th) day following the Initial
Closing Date (the "Second Closing Date"). The second closing of the
transactions contemplated by this Agreement (the "Second Closing") shall
occur on the Second Closing Date at such location as may be agreed to by the
parties. The Initial Closing and the Second Closing are both referred to herein
as "Closings." The Initial Closing Date and the Second Closing Date are
both referred to herein as "Closing Dates." 


2.      REPRESENTATIONS
AND WARRANTIES OF THE BUYER.  The Buyer represents and warrants to the
Company that:




a.       Investment
Purpose.  As of the Effective Date, the Buyer is purchasing the Notes,
Warrants, and the shares of Common Stock issuable upon conversion of or
otherwise pursuant to the Note and exercise of the Warrants (including, without
limitation, such additional shares of Common Stock, if any, as are  

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issuable (i) on account of interest on the Notes or (ii) under any other provision in the Notes or Warrants, such shares of Common Stock being collectively referred to
herein as the "Conversion Shares" and, collectively with the Notes and
Warrants, the "Securities") for its own account and not with a present
view towards the public sale or distribution thereof, except pursuant to sales
registered or exempted from registration under the 1933 Act; provided, however,
that by making the representations herein, the Buyer does not agree to hold any
of the Securities for any minimum or other specific term and reserves the right
to dispose of the Securities at any time in accordance with or pursuant to a
registration statement or an exemption under the 1933 Act.




b.      Accredited
Investor Status.  The Buyer is an "accredited investor" as that term is
defined in Rule 501(a) of Regulation D under the 1933 Act (an "Accredited
Investor").




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




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




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


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f.       
Transfer or Re-sale.  The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered under
the 1933 Act or any applicable state securities laws, and the Securities may
not be transferred unless (a) the Securities are sold pursuant to an
effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel
that shall be in form, substance and scope customary for opinions of counsel in
comparable transactions to the effect that the Securities to be sold or
transferred may be sold or transferred pursuant to an exemption from such
registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144
promulgated under the 1933 Act (or a successor rule) ("Rule 144")) of the Buyer
who agrees to sell or otherwise transfer the Securities only in accordance with
this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to
Regulation S under the 1933 Act (or a successor rule) ("Regulation S"),
and the Buyer shall have delivered to the Company, at the cost of the Buyer, an
opinion of counsel that shall be in form, substance and scope customary for
opinions of counsel in corporate transactions, which opinion shall be accepted
by the Company; (ii) any sale of such Securities made in reliance on Rule 144
may be made only in accordance with the terms of said Rule and further, if said
Rule is not applicable, any re-sale of such Securities under circumstances in
which the seller (or the person through whom the sale is made) may be deemed to
be an underwriter (as that term is defined in the 1933 Act) may require
compliance with some other exemption under the 1933 Act or the rules and
regulations of the SEC thereunder; and (iii) neither the Company nor any other
person is under any obligation to register such Securities under the 1933 Act
or any state securities laws or to comply with the terms and conditions of any
exemption thereunder (in each case) with respect to the Buyer's resale of the
Securities.  Notwithstanding the foregoing or anything else contained herein to
the contrary, the Securities may be pledged as collateral in connection with a bona
fide margin account or other lending arrangement. 


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




"NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE
SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY
NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A)
AN EFFECTIVE 


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REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF
COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.  NOTWITHSTANDING THE
FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES."




The legend set forth above shall be removed and the Company
shall issue a certificate without such legend to the holder of any Security
upon which it is stamped, if, unless otherwise required by applicable state
securities laws, (a) such Security is registered for sale under an effective
registration statement filed under the 1933 Act or otherwise may be sold
pursuant to Rule 144 or Regulation S without any restriction as to the number
of securities as of a particular date that can then be immediately sold, or (b)
such holder provides the Company with an opinion of counsel, in form, substance
and scope customary for opinions of counsel in comparable transactions, to the
effect that a public sale or transfer of such Security may be made without
registration under the 1933 Act, which opinion shall be accepted by the Company
so that the sale or transfer is effected.  The Buyer agrees to sell all
Securities, including those represented by a certificate(s) from which the
legend has been removed, in compliance with applicable prospectus delivery
requirements, if any.  In the event that the Company does not accept the
opinion of counsel provided by the Buyer with respect to the transfer of
Securities pursuant to an exemption from registration, such as Rule 144 or
Regulation S, at the Deadline, it will be considered an
"Event of Default" under each Note.




h.       Authorization;
Enforcement. This Agreement has been duly and validly authorized.  This
Agreement has been duly executed and delivered on behalf of the Buyer, and this
Agreement constitutes a valid and binding agreement of the Buyer enforceable in
accordance with its terms.




3.     
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  Except as set
forth in the Disclosure Schedules attached hereto, the Company hereby makes the
representations and warranties set forth below to the Buyer as of the Effective
Date and as of the Closing Date:


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




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


c.       Capitalization. 
Except as disclosed in Schedule 3(c), no shares are reserved for
issuance pursuant to the Company's stock option plans, no shares are reserved
for issuance pursuant to securities (other than the Securities) exercisable
for, or convertible into or exchangeable for shares of Common Stock.  All of
such outstanding shares of capital stock are, or upon issuance will be, duly
authorized, validly issued, fully paid and non-assessable.  No shares of
capital stock of the Company are subject to preemptive rights or any other
similar rights of the shareholders of the Company or any liens or encumbrances
imposed through the actions or failure to act of the Company.  Except as
disclosed in Schedule 3(c), as of the Effective Date, (i) there are no
outstanding options, warrants, scrip, rights to subscribe for, puts, calls,
rights of first refusal, agreements, understandings, claims or other
commitments or rights of any character whatsoever relating to,  


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or securities or
rights convertible into or exchangeable for any shares of capital stock of the
Company or any of its Subsidiaries, or arrangements by which the Company or any
of its Subsidiaries is or may become bound to issue additional shares of
capital stock of the Company or any of its Subsidiaries, (ii) there are no
agreements or arrangements under which the Company or any of its Subsidiaries
is obligated to register the sale of any of its or their securities under the
1933 Act and (iii) there are no anti-dilution or price adjustment provisions
contained in any security issued by the Company (or in any agreement providing
rights to security holders) that will be triggered by the issuance of each
Note, Warrants, or the Conversion Shares.  The Company has filed in its SEC
Documents true and correct copies of the Company's Certificate of Incorporation
as in effect on the date hereof ("Certificate of Incorporation"), the
Company's By-laws, as in effect on the date hereof (the "By-laws"), and
the terms of all securities convertible into or exercisable for Common Stock of
the Company and the material rights of the holders thereof in respect thereto. 
The Company shall provide the Buyer with a written update of this
representation signed by the Company's Chief Executive on behalf of the Company
as of each Closing Date.




d.      Issuance
of Shares.  The Conversion Shares are duly authorized and reserved for
issuance and, upon conversion of each Note, or exercise of the Warrants, in
accordance with their respective terms, will be validly issued, fully paid and
non-assessable, and free from all taxes, liens, claims and encumbrances with
respect to the issue thereof and shall not be subject to preemptive rights or
other similar rights of shareholders of the Company and will not impose
personal liability upon the holder thereof.




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




f.       
No Conflicts.  The execution, delivery and performance of this
Agreement, each Note, and the Warrants by the Company and the consummation by
the Company of the transactions contemplated hereby and thereby (including,
without limitation, the issuance and reservation for issuance of the Conversion
Shares) will not (i) conflict with or result in a violation of any provision of
the Certificate of Incorporation or By-laws, or (ii) violate or conflict with,
or result in a breach of any provision of, or constitute a default (or an event
which with notice or lapse of time or both could become a default) under, or
give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture, patent, patent license or instrument
to which the Company or any of its Subsidiaries is a party, or (iii)  result in
a violation of any law, rule, regulation, order, judgment or decree (including
federal and state securities laws and regulations and regulations of any
self-regulatory organizations to which the Company or its securities are
subject) applicable to the Company or any of its Subsidiaries or by which any
property or asset of the Company or any of its Subsidiaries is bound or
affected (except for such conflicts, defaults, terminations, amendments,



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accelerations, cancellations and violations as would not, individually or in
the aggregate, have a Material Adverse Effect).  Neither the Company nor any of
its Subsidiaries is in violation of its Certificate of Incorporation, By-laws
or other organizational documents and neither the Company nor any of its
Subsidiaries is in default (and no event has occurred which with notice or
lapse of time or both could put the Company or any of its Subsidiaries in default)
under, and neither the Company nor any of its Subsidiaries has taken any action
or failed to take any action that would give to others any rights of
termination, amendment, acceleration or cancellation of, any agreement,
indenture or instrument to which the Company or any of its Subsidiaries is a
party or by which any property or assets of the Company or any of its
Subsidiaries is bound or affected, except for possible defaults as would not,
individually or in the aggregate, have a Material Adverse Effect. The
businesses of the Company and its Subsidiaries, if any, are not being
conducted, and shall not be conducted so long as the Buyer owns any of the
Securities, in violation of any law, ordinance or regulation of any
governmental entity.  Except as specifically contemplated by this Agreement and
as required under the 1933 Act and any applicable state securities laws, the
Company is not required to obtain any consent, authorization or order of, or
make any filing or registration with, any court, governmental agency,
regulatory agency, self-regulatory organization or stock market or any third
party in order for it to execute, deliver or perform any of its obligations
under this Agreement, the Notes in accordance with the terms hereof or thereof
or to issue and sell the Notes in accordance with the terms hereof and to issue
the Conversion Shares upon conversion of the Notes.  All consents,
authorizations, orders, filings and registrations which the Company is required
to obtain pursuant to the preceding sentence have been obtained or effected on
or prior to the Effective Date.  The Company is not in violation of the listing
requirements of the Over-the-Counter Bulletin Board (the "OTCBB"), the
OTCQB or any similar quotation system, and does not reasonably anticipate that
the Common Stock will be delisted by the OTCBB, the OTCQB or any similar
quotation system, in the foreseeable future.  The Company and its Subsidiaries
are unaware of any facts or circumstances which might give rise to any of the
foregoing.  




g.       SEC
Documents; Financial Statements.  The Company has filed all reports,
schedules, forms, statements and other documents required to be filed by it
with the SEC pursuant to the reporting requirements of the Securities Exchange
Act of 1934, as amended (the "1934 Act") (all of the foregoing filed
prior to the Effective Date and all exhibits included therein and financial
statements and schedules thereto and documents (other than exhibits to such
documents) incorporated by reference therein, being hereinafter referred to
herein as the "SEC Documents").  The Company has delivered to the Buyer
true and complete copies of the SEC Documents, except for such exhibits and
incorporated documents.  As of their respective dates, the SEC Documents
complied in all material respects with the requirements of the 1934 Act and the
rules and regulations of the SEC promulgated thereunder applicable to the SEC
Documents, and none of the SEC Documents, at the time they were filed with the
SEC, contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.  None of the statements made in any such SEC Documents is, or
has been, required to be amended or updated under applicable law (except for
such statements as have been amended or updated in subsequent filings prior the
date hereof).  As of their respective dates, the financial statements of the Company
included in the SEC Documents complied as to form in all material respects with
applicable accounting requirements and the published rules and regulations of
the SEC with respect thereto.  Such financial statements have been prepared in
accordance with United States generally accepted accounting principles,
consistently applied, during the periods involved  and  


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fairly present in all
material respects the consolidated financial position of the Company and its
consolidated Subsidiaries as of the dates thereof and the consolidated results
of their operations and cash flows for the periods then ended (subject, in the
case of unaudited statements, to normal year-end audit adjustments).  Except as
set forth in the financial statements of the Company included in the SEC
Documents, the Company has no liabilities, contingent or otherwise, other than
(i) liabilities incurred in the ordinary course of business, and (ii)
obligations under contracts and commitments incurred in the ordinary course of
business and not required under generally accepted accounting principles to be
reflected in such financial statements, which, individually or in the
aggregate, are not material to the financial condition or operating results of
the Company. The Company is subject to the reporting requirements of the 1934
Act. For the avoidance of doubt, filing of the documents required in this Section
3(g) via the SEC's Electronic Data Gathering, Analysis, and Retrieval
system ("EDGAR") shall satisfy all delivery requirements of this Section
3(g).




h.       Absence
of Certain Changes.  There has been no material adverse change and no
material adverse development in the assets, liabilities, business, properties,
operations, financial condition, results of operations, prospects or 1934 Act
reporting status of the Company or any of its Subsidiaries.




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




j.       
Patents, Copyrights, etc.  The Company and each of its
Subsidiaries owns or possesses the requisite licenses or rights to use all
patents, patent applications, patent rights, inventions, know-how, trade
secrets, trademarks, trademark applications, service marks, service names,
trade names and copyrights (collectively, "Intellectual Property")
necessary to enable it to conduct its business as now operated (and, as
presently contemplated to be operated in the future); Except as disclosed in the
SEC Documents, there is no claim or action by any person pertaining to, or
proceeding pending, or to the Company's knowledge threatened, which challenges
the right of the Company or of a Subsidiary with respect to any Intellectual
Property necessary to enable it to conduct its business as 


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now operated (and, as presently contemplated to be operated
in the future); to the best of the Company's knowledge, the Company's or its
Subsidiaries' current and intended products, services and processes do not
infringe on any Intellectual Property or other rights held by any person; and
the Company is unaware of any facts or circumstances which might give rise to
any of the foregoing.  The Company and each of its Subsidiaries have taken
reasonable security measures to protect the secrecy, confidentiality and value
of their Intellectual Property.




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




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


m.     Certain
Transactions.  Except for arm's length transactions pursuant to which the
Company or any of its Subsidiaries makes payments in the ordinary course of
business upon terms no less favorable than the Company or any of its
Subsidiaries could obtain from third parties and other than the grant of stock
options disclosed on Schedule 3(c), none of the officers, directors, or
employees of the Company is presently a party to any transaction with the
Company or any of its Subsidiaries (other than for services as employees,
officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real
or personal property to or from, or otherwise requiring payments to or from any
officer, director or such employee or, to the knowledge of the Company, any
corporation, partnership, trust or other entity in which any officer, director,
or any such employee has a substantial interest or is an officer, director,
trustee or partner.


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




o.      Acknowledgment
Regarding Buyer' Purchase of Securities.  The
Company acknowledges and agrees that the Buyer is acting solely in the capacity
of arm's length purchasers with respect to this Agreement and the transactions
contemplated hereby.  The Company further acknowledges that the Buyer is not
acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to this Agreement and the transactions contemplated
hereby and any statement made by the Buyer or any of its respective
representatives or agents in connection with this Agreement and the
transactions contemplated hereby is not advice or a recommendation and is
merely incidental to the Buyer' purchase of the Securities.  The Company
further represents to the Buyer that the Company's decision to enter into this
Agreement has been based solely on the independent evaluation of the Company
and its representatives.




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




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





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


-11- 






Permits, except for any such conflicts, defaults or
violations which, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect.  Neither the Company nor any of
its Subsidiaries has received any notification with respect to possible
conflicts, defaults or violations of applicable laws, except for notices
relating to possible conflicts, defaults or violations, which conflicts,
defaults or violations would not have a Material Adverse Effect.




s.      
Environmental Matters.




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




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




(iii)                    
There are no underground storage tanks on or under any real property
owned, leased or used by the Company or any of its Subsidiaries that are not in
compliance with applicable law.

-12- 





t.       
Title to Property.  The Company and its Subsidiaries have good
and marketable title in fee simple to all real property and good and marketable
title to all personal property owned by them which is material to the business
of the Company and its Subsidiaries, in each case free and clear of all liens,
encumbrances and defects or such as would not have a Material Adverse Effect. 
Any real property and facilities held under lease by the Company and its
Subsidiaries are held by them under valid, subsisting and enforceable leases
with such exceptions as would not have a Material Adverse Effect.




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


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




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


-13- 





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




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




z.      
DTC Eligibility. The Company, through the Transfer Agent, currently
participates in the DTC Fast Automated Securities Transfer (FAST) Program and
the Common Stock can be transferred electronically to third parties via the DTC
Fast Automated Securities Transfer (FAST) Program.


aa.  
Sarbanes-Oxley. As may or may not be applicable, the Company is in
compliance with all provisions of the Sarbanes-Oxley Act of 2002, as amended,
which are applicable to it as of the Effective Date.


bb. 
Accountants. The Company's accountants are set forth in the SEC
Documents and, to the knowledge of the Company, such accountants are an
independent registered public accounting firm as required by the Securities
Act.


cc.  
No Market Manipulation. The Company has not, and to its knowledge no person
acting on its behalf has, (i) taken, directly or indirectly, any action
designed to cause or to result in the stabilization or manipulation of the
price of any security of the Company to facilitate the sale or resale of any of
the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting
purchases of, any of the Securities, or (iii) paid or agreed to pay to any
Person any compensation for soliciting another to purchase any other securities
of the Company.


dd. 
Shell Company Status. The Company is not currently, and has never been, an issuer
identified in Rule 144(i)(1) under the Securities Act.


ee.  
No Disqualification Events. None of the Company, any of its predecessors, any
affiliated issuer, any director, executive officer, other officer of the
Company participating in the sale of Securities contemplated hereby, any
beneficial owner of twenty percent (20%) or more of the Company's outstanding
voting equity securities, calculated on the basis of voting power, nor any
promoter (as that term is defined in Rule 405 under the Securities Act) connected
with the  

-14- 





Company in any capacity at the time of sale (each, an "Issuer Covered
Person") is subject to any of the "Bad Actor" disqualifications described in
Rule 506(d)(1)(i) to (viii) under the Securities Act (a "Disqualification
Event"), except for a Disqualification Event covered by Rule 506(d)(2) or
(d)(3) under the Securities Act. The Company has exercised reasonable care to
determine whether any Issuer Covered Person is subject to a Disqualification
Event.


ff.     
Filings, Consents and Approvals.  The Company is not required to obtain any consent,
waiver, authorization or order of, give any notice to, or make any filing or
registration with, any court or other federal, state, local or other
governmental authority or other person in connection with the execution,
delivery and performance by the Company of the this Agreement and the
Securities.


gg.              
Breach of Representations and Warranties by
the Company.  If the Company breaches any
of the representations or warranties set forth in this Section 3, in
addition to any other remedies available to the Buyer pursuant to this
Agreement, it will be considered an "Event of Default" under the Note.




4.      COVENANTS.




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




b.      Use
of Proceeds.  The Company shall use the proceeds from the sale of the Notes
for working capital and other general corporate purposes and shall not,
directly or indirectly, use such proceeds for any loan to or investment in any
other corporation, partnership, enterprise or other person.  




c.       Expenses. 
At the Closing, the Company hereby authorizes
the Buyer, as detailed in the disbursement memorandum of even date, to pay the
Buyer's legal counsel directly in the amount of $5,000, which such amount shall
be withheld from the proceeds relating to the Purchase Price, as further
described in the disbursement memorandum.




d.      Financial
Information.  The Company agrees to send or make available the following
reports to the Buyer until the Buyer transfers, assigns, or sells all of the
Securities: (i) within ten (10) days after the filing with the SEC, a copy
of its Annual Report on Form 10-K its Quarterly Reports on Form 10-Q and any
Current Reports on Form 8-K; (ii) within one (1) day after release, copies
of all press releases issued by the Company or any of its Subsidiaries; and (iii) contemporaneously with the making available or giving to the shareholders of
the Company, copies of any notices or other information the Company makes


-15- 






available or gives to such shareholders.  For the avoidance of doubt, filing
the documents required in (i) above via EDGAR or releasing any documents set
forth in (ii) above via a recognized wire service shall satisfy the delivery
requirements of this Section 4(d).




e.       Listing. 
The Company shall promptly secure the listing of the Conversion Shares upon
each national securities exchange or automated quotation system, if any, upon
which shares of Common Stock are then listed (subject to official notice of
issuance) and, so long as the Buyer owns any of the Securities, shall maintain,
so long as any other shares of Common Stock shall be so listed, such listing of
all Conversion Shares from time to time issuable upon conversion of the Notes. 
The Company will obtain and, so long as the Buyer owns any of the Securities,
maintain the quotation, listing and trading of its Common Stock on the OTCBB,
OTCQB, OTC Pink or any equivalent replacement exchange, the Nasdaq National
Market ("Nasdaq"), the Nasdaq SmallCap Market ("Nasdaq SmallCap"),
the New York Stock Exchange ("NYSE"), or the NYSE MKT and will comply in
all respects with the Company's reporting, filing and other obligations under
the bylaws or rules of the Financial Industry Regulatory Authority ("FINRA")
and such exchanges, as applicable.  The Company shall promptly provide to the
Buyer copies of any material notices it receives from the OTCBB, OTCQB and any
other exchanges or quotation systems on which the Common Stock is then listed
regarding the continued eligibility of the Common Stock for listing on such
exchanges and quotation systems.




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




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




h.       Failure
to Comply with the 1934 Act.  So long as the Buyer beneficially owns either
Note and so long as the Buyer beneficially owns any Conversion Shares, the
Company shall comply with the reporting requirements of the 1934 Act; and the
Company shall continue to be subject to the reporting requirements of the 1934
Act.


i.        
Trading Activities.  Neither the Buyer nor its affiliates has an
open short position (or other hedging or similar transactions) in the Common
Stock 


-16- 





and the Buyer agree that it shall not, and that it will cause
its affiliates not to, engage in any short sales of or hedging transactions with
respect to the Common Stock. 




j.       
Reservation of Shares. As of the Closing Date, the Company shall
have reserved out of its authorized and unissued Common Stock, solely for the
purpose of effecting the issuance of shares upon conversion and exercise of the
Notes and Warrants hereunder 36,000,000 shares of Common Stock.


k.     
Limitation on Variable Rate Transactions. From and after the
Effective Date until the 4-month anniversary of the Effective Date, the Company
shall be prohibited from effecting or entering into an agreement to effect any
issuance by the Company or any of its Subsidiaries of Common Stock or Common
Stock Equivalents (or a combination of units thereof) involving a Variable Rate
Transaction, other than in connection with an Exempt Issuance. "Common Stock
Equivalents" means any securities of the Company or its Subsidiaries which
entitle the holder thereof to acquire at any time Common Stock, including,
without limitation, any debt, preferred stock, rights, options, warrants or
other instrument that is at any time convertible into or exercisable or
exchangeable for, or otherwise entitles the holder thereof to receive, Common
Stock. "Variable Rate Transaction" means a transaction in which the
Company (i) issues or sells any debt or equity securities that are convertible
into, exchangeable or exercisable for, or include the right to receive
additional shares of Common Stock or Common Stock Equivalents either (A) at a
conversion price, exercise price or exchange rate or other price that is based
upon and/or varies with the trading prices of or quotations for the Common
Stock at any time after the initial issuance of such debt or equity securities,
or (B) with a conversion, exercise or exchange price that is subject to being
reset at some future date after the initial issuance of such debt or equity
security or upon the occurrence of specified or contingent events directly or
indirectly related to the business of the Company or the market for the Common
Stock (including, without limitation, any "full ratchet" or "weighted average"
anti-dilution provisions) or (ii) enters into any agreement, including, but not
limited to, an "equity line of credit", "at-the-market offering" or other
continuous offering or similar offering of Common Stock or Common Stock
Equivalents, whereby the Company may sell Common Stock or Common Stock
Equivalents at a future determined price. "Exempt Issuance" means the
issuance of (a) Common Stock or options to employees, officers, directors or
vendors of the Company pursuant to any stock or option plan duly adopted for
such purpose, by the Company's Board of Directors or a majority of the members
of a committee of directors established for such purpose, (b) securities upon
the exercise or exchange of or conversion of any Securities issued hereunder or
under the Notes or Warrants and/or other securities exercisable or exchangeable
for or convertible into Common Stock issued and outstanding on the date of this
Agreement, provided that such securities have not been amended since the date
of this Agreement to increase the number of such securities or to decrease the
exercise price, exchange price or conversion price of such securities, or (c)
securities in any "at-the-market offering" with or conducted by a registered
broker dealer. Notwithstanding the foregoing, in the event that the Buyer
elects not to purchase Note No. 2 and communicates the same in writing to the
Company, the prohibitions set forth in this subsection shall terminate at such
time. 

-17- 





l.        
Registration Rights. If the Company proposes, initiates, or
commences to register (including without limitation, for this purpose, a
registration effected by the Company for stockholders other than the Buyer) any
of its securities under the Securities Act in connection with a public
offering, resale of securities, or otherwise, the Company shall, at such time,
promptly give the Buyer notice in writing of such registration.  Upon the
request of the Buyer given within twenty (20) days after such notice is given
by the Company, the Company shall, cause to be registered all of the Securities
that the Buyer requests to be included in such registration. The expenses of
such registration shall be borne by the Company.


m.    
Transfer Agent Fee Compliance.  In the event that the Company's
transfer agent firm delays the processing of any conversions of the Notes or
Warrants and/or issuances of Conversion Shares owing to the fact that the
Company is in arrears of its fees or other monies owed to the transfer agent,
it will be considered an "Event of Default" under the Notes and the Company
shall pay all transfer agent fees related to processing each such conversion
and shall pay a penalty fee of $500.00 per day to the Buyer until such arrears
and fees are deemed satisfied by the transfer agent. 


n.       Breach
of Covenants.  If the Company breaches any of the covenants set forth in
this Section 4, in addition to any
other remedies available to the Buyer pursuant to this Agreement, it will be
considered an "Event of Default" under the Notes.




5.      Transfer
Agent Instructions.  Prior to registration of the
Conversion Shares under the 1933 Act or the date on which the Conversion Shares
may be sold pursuant to Rule 144 without any restriction as to the number of
Securities as of a particular date that can then be immediately sold, all such
certificates shall bear the restrictive legend specified in Section 2(g) of
this Agreement.  The Company warrants that: (i) no stop transfer
instructions to give effect to Section 2(f) hereof (in the case of the
Conversion Shares, prior to registration of the Conversion Shares under the
1933 Act or the date on which the Conversion Shares may be sold pursuant to
Rule 144 without any restriction as to the number of Securities as of a
particular date that can then be immediately sold), will be given by the
Company to its transfer agent and that the Securities shall otherwise be freely
transferable on the books and records of the Company as and to the extent
provided in this Agreement, the Notes and the Warrants; (ii) it will not direct
its transfer agent not to transfer or delay, impair, and/or hinder its transfer
agent in transferring (or issuing) (electronically or in certificated form) any
certificate for Conversion Shares to be issued to the Buyer upon conversion of
or otherwise pursuant to the Notes or the Warrants as and when required by the
Notes, the Warrants and this Agreement; and (iii) it will not fail to remove
(or directs its transfer agent not to remove or impairs, delays, and/or hinders
its transfer agent from removing) any restrictive legend (or to withdraw any
stop transfer instructions in respect thereof) on any certificate for any
Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant
to the Notes or the Warrants as and when required by the Notes, the Warrants
and this Agreement.  Nothing in this Section shall affect in any way the
Buyer's obligations and agreement set forth in Section 2(g) hereof to
comply with all applicable prospectus delivery requirements, if any, upon
re-sale of the Securities.  If the Buyer provides the Company, at the cost
of the Buyer, with (i) an opinion of counsel in form, substance and scope
customary for opinions in comparable transactions, to the effect that a public
sale or transfer of such Securities may be made without registration under the
1933 Act and such sale or transfer is effected or (ii) the Buyer provides
reasonable assurances that the  




 


-18- 





Securities can be sold pursuant to Rule 144, the
Company shall permit the transfer, and, in the case of the Conversion Shares,
promptly instruct its transfer agent to issue one or more certificates, free
from restrictive legend, in such name and in such denominations as specified by
the Buyer.  The Company acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the Buyer, by vitiating
the intent and purpose of the transactions contemplated hereby. 
Accordingly, the Company acknowledges that the remedy at law for a breach of
its obligations under this Section may be inadequate and agrees, in the
event of a breach or threatened breach by the Company of the provisions of this
Section, that the Buyer shall be entitled, in addition to all other
available remedies, to an injunction restraining any breach and requiring
immediate transfer, without the necessity of showing economic loss and without
any bond or other security being required.




 




6.     
CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS TO SELL.  The obligation
of the Company hereunder to issue and sell the Notes and Warrants to the Buyer
at the Closings is subject to the satisfaction, at or before each Closing of
each of the following conditions thereto, provided that these conditions are
for the Company's sole benefit and may be waived by the Company at any time in
its sole discretion:




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




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




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




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

-19- 







7.      CONDITIONS
PRECEDENT TO THE BUYER'S OBLIGATION TO PURCHASE.  


a.      
The obligation of the Buyer hereunder to purchase Note No. 1 at the
Initial Closing is subject to the satisfaction, at or before the Initial
Closing Date of each of the following conditions, provided that these
conditions are for the Buyer's sole benefit and may be waived by the Buyer at
any time in its sole discretion:




(i)                 
The Company shall have executed this Agreement and delivered the same to
the Buyer.




(ii)               
The Company shall have delivered to the Buyer the duly executed Note No.
1 (in such denominations as the Buyer shall request) in accordance with Section
1(b) above, as well as the executed Warrants, 150,000 of which in the form
of the Series A Warrants attached under Exhibit B and 150,000 of which
in the form of Series B Warrants attached under Exhibit B.




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




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




(v)               
No event shall have occurred which could reasonably be expected to have
a Material Adverse Effect on the Company including but not limited to a change
in the 1934 Act reporting status of the Company or the failure of the Company
to be timely in its 1934 Act reporting obligations.


-20- 






(vi)             
The Common Stock shall have been authorized for quotation on the OTCBB,
OTCQB or any similar quotation system and trading in the Common Stock on the
OTCBB, OTCQB or any similar quotation system shall not have been suspended by
the SEC or the OTCBB, OTCQB or any similar quotation system.




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




(viii)          
The Company shall have delivered to the Buyer a certificate evidencing
the incorporation and good standing of the Company in the State of Nevada
issued by the Secretary of State of the State of Nevada as of a date within
twenty (20) Business Days of the Effective Date.


b.     
The obligation of the Buyer hereunder to purchase Note No. 2 at the
Second Closing is subject to the satisfaction, at or before the Second Closing
Date of each of the following conditions, provided that these conditions are
for the Buyer's sole benefit and may be waived by the Buyer at any time in its
sole discretion:


(i)                 
The Company shall have delivered to the Buyer the duly executed Note No.
2 (in such denominations as the Buyer shall request) in accordance with Section
1(b) above.


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




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


-21- 






(iv)             
No event shall have occurred which could reasonably be expected to have
a Material Adverse Effect on the Company including but not limited to a change
in the 1934 Act reporting status of the Company or the failure of the Company
to be timely in its 1934 Act reporting obligations.




(v)               
The Common Stock shall have been authorized for quotation on the OTCBB,
OTCQB or any similar quotation system and trading in the Common Stock on the
OTCBB, OTCQB or any similar quotation system shall not have been suspended by
the SEC or the OTCBB, OTCQB or any similar quotation system.




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




(vii)            
The Company shall have delivered to the Buyer a certificate evidencing
the incorporation and good standing of the Company in the State of Nevada
issued by the Secretary of State of the State of Nevada as of a date within
five (5) Business Days of the Second Closing Date.


8.     
GOVERNING LAW; MISCELLANEOUS.


a.       Governing
Law.  This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without regard to principles of conflicts of
laws.  Any action brought by either party against the other concerning the
transactions contemplated by this Agreement shall be brought only in the state
courts seated in New York, New York or in the federal courts located in the
State of New York seated in New York, New York.  The parties to this Agreement
hereby irrevocably waive any objection to jurisdiction and venue of any action
instituted hereunder and shall not assert any defense based on lack of
jurisdiction or venue or based upon forum non conveniens.  The
Company and Buyer waive trial by jury.  The prevailing party shall be
entitled to recover from the other party its reasonable attorney's fees and
costs.  In the event that any provision of this Agreement or any other
agreement delivered in connection herewith is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law.  Any such provision
which may prove invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision of any agreement.  
Each party hereby irrevocably waives personal service of process and consents to
process being served in any suit, action or proceeding in connection with this
Agreement or any other Transaction Document by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement
and agrees that such service 


-22- 





shall constitute good and sufficient service of process and
notice thereof.  Nothing contained herein shall be deemed to limit in any
way any right to serve process in any other manner permitted by law.




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




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


d.      Severability. 
In the event that any provision of this Agreement is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be
deemed inoperative to the extent that it may conflict therewith and shall be
deemed modified to conform with such statute or rule of law.  Any provision
hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.




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




f.       
Notices.  All notices, demands, requests, consents, approvals,
and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii)
delivered by reputable express air courier service with charges prepaid, or
(iii) transmitted by hand delivery, addressed as set forth below or to such
other address as such party shall have specified most recently by written
notice.  Any notice or other communication required or permitted to be given
hereunder shall be deemed effective (a) upon hand delivery at the address
designated below (if delivered on a business day during normal business hours
where such notice is to be received), or the first business day following such
delivery (if delivered other than on a business day during normal business
hours where such notice is to be received) or (b) on the second business day
following the date of mailing by express courier service, fully prepaid,
addressed to such address, or upon actual receipt of such mailing, whichever
shall first occur. The addresses for such communications shall be: 


-23- 





If to the Company,
to: 




GREENHOUSE SOLUTIONS INC.


8400 E. Crescent Pkwy


Suite 600


Greenwood Village, CO  80111


Attention: John George Michak, III, COO




If to the Holder, to:




 SBI INVESTMENTS LLC, 2014-1


369 Lexington Avenue,
2nd Floor


New York, NY 10017


Attention: Peter
Wisniewski; Jonathan Juchno


With a copy to (that
shall not constitute notice):




K&L Gates, LLP


200 S. Biscayne
Boulevard, Ste. 3900


Miami, FL 33139


Attention: John D.
Owens III, Esq. 




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




g.       Successors
and Assigns.  This Agreement shall be binding upon and inure to the benefit
of the parties and their successors and assigns.  Neither the Company nor the
Buyer shall assign this Agreement or any rights or obligations hereunder
without the prior written consent of the other.  Notwithstanding the foregoing,
subject to Section 2(f), the Buyer may assign its rights hereunder
to any person that purchases Securities in a private transaction from the Buyer
or to any of its "affiliates," as that term is defined under the 1934 Act,
without the consent of the Company.




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




i.        
Survival.  The representations and warranties of the Company and
the agreements and covenants set forth in this Agreement shall survive the
closing hereunder.  The Company agrees to indemnify and hold harmless the Buyer
and all their officers, directors, employees and agents for loss or damage
arising as a result of or related to any breach by the Company of any of its
representations, warranties and covenants set forth in this Agreement or any of
its covenants and obligations under this Agreement, including advancement of
expenses as they are incurred.


-24- 





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




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




l.        
Remedies. 





(i)                 
The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Buyer by vitiating the intent and
purpose of the transaction contemplated hereby.  Accordingly, the Company
acknowledges that the remedy at law for a breach of its obligations under this
Agreement will be inadequate and agrees, in the event of a breach or threatened
breach by the Company of the provisions of this Agreement, that the Buyer shall
be entitled, in addition to all other available remedies at law or in equity,
and in addition to the penalties assessable herein, to an injunction or
injunctions restraining, preventing or curing any breach of this Agreement and
to enforce specifically the terms and provisions hereof, without the necessity
of showing economic loss and without any bond or other security being required.


(ii)               
In addition to any other remedy provided herein or in any document
executed in connection herewith, the Company shall pay the Buyer for all costs,
fees and expenses in connection with any litigation, contest, dispute, suit or
any other action to enforce any rights of the Buyer against the Company in
connection herewith, including, but not limited to, costs and expenses and
attorneys' fees, and costs and time charges of counsel to the Buyer.


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


-25- 






** signature page
follows **


-26- 








IN WITNESS
WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be
duly executed as of the Effective Date.






GREENHOUSE SOLUTIONS INC.


 






By: /s/ John George
Michak, III






                                                       


Name: John George Michak, III


Title: Chief Operating Officer






SBI INVESTMENTS LLC, 2014-1








By: /s/ Peter Wisniewski 








_________________________________ 


Name: Peter Wisniewski


Title:  President








AGGREGATE SUBSCRIPTION
AMOUNT:




Note No. 1




	
  Aggregate Principal Amount of Note:

  	
  US$275,000.00

  
	
  Aggregate Purchase Price:

  	
  US$250,000.00

  
	

  	

  
	
  Aggregate Common Stock purchase warrants:

  	
  300,000 warrant shares (150,000
  Series A Warrants and 150,000 Series B Warrants)

  





Note No. 2




	
  Aggregate Principal Amount of Note:

  	
  US$275,000.00

  
	
  Aggregate Purchase Price:

  	
  US$250,000.00

  



 

-27- 







Exhibit A


CONVERTIBLE
PROMISSORY NOTE


 


 


(see attached)


 


 


 










Exhibit B


WARRANTS


 


(see attached)