Exhibit 10.1

                          SECURITIES PURCHASE AGREEMENT

     This SECURITIES PURCHASE AGREEMENT (the "Agreement"),  dated as of February
6, 2014, by and between PSYCHIC  FRIENDS  NETWORK,  INC., a Nevada  corporation,
with headquarters  located at 2360 Corporate Circle,  Suite 400,  Henderson,  NV
89074 (the "Company"), and ASHER ENTERPRISES, INC., a Delaware corporation, with
its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the "Buyer").

                                    WHEREAS:

     A. The Company and the Buyer are executing and delivering this Agreement in
reliance upon the 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");

     B. Buyer  desires to purchase  and the  Company  desires to issue and sell,
upon the terms and conditions set forth in this Agreement an 8% convertible note
of the  Company,  in the form  attached  hereto as Exhibit  A, in the  aggregate
principal amount of $53,000.00  (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 "Note"),  convertible  into shares of common stock,
$0.001 par value per share, of the Company (the "Common Stock"),  upon the terms
and subject to the limitations and conditions set forth in such Note.

     C. The Buyer wishes to purchase,  upon the terms and  conditions  stated in
this Agreement,  such principal amount of Note as is set forth immediately below
its name on the signature pages hereto; and

     NOW THEREFORE, the Company and the Buyer severally (and not jointly) hereby
agree as follows:

     1. Purchase and Sale of Note.

     a.  Purchase of Note. On the Closing Date (as defined  below),  the Company
shall  issue and sell to the Buyer and the  Buyer  agrees to  purchase  from the
Company  such  principal  amount of Note as is set forth  immediately  below the
Buyer's name on the signature pages hereto.

     b. Form of Payment.  On the Closing Date (as defined below),  (i) the Buyer
shall pay the  purchase  price  for the Note to be issued  and sold to it at the
Closing  (as  defined  below)  (the  "Purchase   Price")  by  wire  transfer  of
immediately  available  funds to the Company,  in accordance  with the Company's
written  wiring  instructions,  against  delivery  of the Note in the  principal
amount equal to the Purchase Price as is set forth immediately below the Buyer's
name on the signature pages hereto, and (ii) the Company shall deliver such duly
executed Note on behalf of the Company,  to the Buyer,  against delivery of such
Purchase Price.
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     c. Closing Date.  Subject to the  satisfaction  (or written  waiver) of the
conditions thereto set forth in Section 6 and Section 7 below, the date and time
of the issuance and sale of the Note  pursuant to this  Agreement  (the "Closing
Date") shall be 12:00 noon, Eastern Standard Time on or about February 10, 2014,
or such other  mutually  agreed  upon  time.  The  closing  of the  transactions
contemplated by this Agreement (the  "Closing")  shall occur on the Closing Date
at such location as may be agreed to by the parties.

     2.  Buyer's  Representations  and  Warranties.  The  Buyer  represents  and
warrants to the Company that:

     a. Investment  Purpose.  As of the date hereof, the Buyer is purchasing the
Note and the shares of Common Stock  issuable  upon  conversion  of or otherwise
pursuant to the Note (including,  without limitation,  such additional shares of
Common  Stock,  if any, as are  issuable (i) on account of interest on the Note,
(ii) as a result of the events  described in Sections 1.3 and 1.4(g) of the Note
or (iii) in payment of the  Standard  Liquidated  Damages  Amount (as defined in
Section  2(f) below)  pursuant to this  Agreement,  such shares of Common  Stock
being  collectively   referred  to  herein  as  the  "Conversion   Shares"  and,
collectively with the Note, 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 (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 the Note remain  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 the  Note  remain  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 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

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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.

     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).  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 Note 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

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       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  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 pursuant to Section 3.2 of the 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.

     i.  Residency.  The  Buyer is a  resident  of the  jurisdiction  set  forth
immediately below the Buyer's name on the signature pages hereto.

     3.  Representations  and Warranties of the Company.  The Company represents
and warrants to the Buyer that:

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<PAGE>
     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,  the 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,  the Note by the Company and the consummation by
it of the  transactions  contemplated  hereby  and  thereby  (including  without
limitation,  the  issuance  of the 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 the  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.  As of the date hereof, the authorized capital stock of
the Company  consists of: (i)  750,000,000  shares of Common  Stock,  $0.001 par
value  per  share,  of which  84,782,543  shares  are  issued  and  outstanding;
8,250,000  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 Note)  exercisable  for, or convertible into or exchangeable for shares
of Common Stock and 16,825,000  shares are reserved for issuance upon conversion
of the Note.  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.  As of the  effective  date of this  Agreement,  (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, or  securities  or rights

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<PAGE>
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 the Note or the  Conversion
Shares.  The Company has  furnished to the Buyer 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 the Closing Date.

     d.  Issuance  of Shares.  The  Conversion  Shares are duly  authorized  and
reserved for issuance  and, upon  conversion of the Note in accordance  with its
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 Note. The Company further  acknowledges
that its obligation to issue  Conversion  Shares upon  conversion of the Note in
accordance  with  this  Agreement,   the  Note  is  absolute  and  unconditional
regardless  of the dilutive  effect that such issuance may have on the ownership
interests of other shareholders of the Company.

     f. No Conflicts. The execution, delivery and performance of this Agreement,
the Note 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, 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

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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 Note in accordance with
the terms hereof or thereof or to issue and sell the Note in accordance with the
terms hereof and to issue the Conversion Shares upon conversion of the Note. 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 date hereof.  The Company is not in violation of the
listing  requirements  of the  Over-the-Counter  Quality Board (the "OTCQB") and
does not  reasonably  anticipate  that the Common  Stock will be delisted by the
OTCQB 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 timely 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  date  hereof  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"). Upon written request the Company will deliver 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 fairly present
in all material respects the consolidated  financial position of the Company and

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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  subsequent to
June 30, 2013, 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.

     h.  Absence of Certain  Changes.  Since  June 30,  2013,  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
("Intellectual  Property") necessary to enable it to conduct its business as now
operated (and, as presently contemplated to be operated in the future); 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 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

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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.

     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

                                       9
<PAGE>
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  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.  Since June 30, 2013,  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

                                       10
<PAGE>
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.

     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  except such as are described in Schedule 3(t) 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. [INTENTIONALLY DELETED]

     v. Internal Accounting  Controls.  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.

     w.  Foreign  Corrupt  Practices.  Neither  the  Company,  nor  any  of  its
Subsidiaries,  nor any director, officer, agent, employee or other person acting

                                       11
<PAGE>
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.

     x.  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.

     y. 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.

     z. Breach of Representations  and Warranties by the Company. If the Company
breaches any of the  representations  or warranties set forth in this Section 3,
and in addition to any other  remedies  available to the Buyer  pursuant to this
Agreement,  it will be  considered  an Event of default under Section 3.4 of the
Note.

     4. COVENANTS.

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

     b. Form D; Blue Sky Laws.  The Company agrees to file a Form D with respect
to the Securities as required  under  Regulation D and to provide a copy thereof
to the Buyer  promptly after such filing.  The Company  shall,  on or before the
Closing  Date,  take such action as the Company  shall  reasonably  determine is
necessary  to qualify  the  Securities  for sale to the Buyer at the  applicable
closing  pursuant to this Agreement  under  applicable  securities or "blue sky"
laws of the states of the United  States  (or to obtain an  exemption  from such
qualification),  and shall  provide  evidence of any such action so taken to the
Buyer on or prior to the Closing Date.

     c. Use of Proceeds.  The Company shall use the proceeds for general working
capital purposes.

                                       12
<PAGE>
     d. Right of First  Refusal.  Unless it shall have  first  delivered  to the
Buyer,  at least  seventy  two (72) hours  prior to the  closing of such  Future
Offering (as defined  herein),  written notice  describing  the proposed  Future
Offering ("ROFR Notice"),  including the terms and conditions thereof,  identity
of the proposed  purchaser and proposed  definitive  documentation to be entered
into in  connection  therewith,  and  providing  the Buyer an option  during the
seventy two (72) hour period  following  delivery of such notice to purchase the
securities   being  offered  in  the  Future  Offering  on  the  same  terms  as
contemplated  by such  Future  Offering  (the  limitations  referred  to in this
sentence and the preceding  sentence are collectively  referred to as the "Right
of First Refusal") (and subject to the exceptions  described below), the Company
will not conduct any equity (or debt with an equity  component)  financing in an
amount less than $100,000 ("Future  Offering(s)") during the period beginning on
the  Closing  Date  and  ending  six (6)  months  following  the  Closing  Date.
Notwithstanding anything contained herein to the contrary, the Company shall not
consummate  any  Future  Offering  with an  investor,  or an  affiliate  of such
investor  (collectively  "Prospective  Investor"),  identified on an ROFR Notice
whereby  the Buyer  exercised  its Right of First  Refusal for a period of forty
(45) days  following such  exercise;  and any subsequent  offer by a Prospective
Investor is subject to this Section 4(d) and the Right of First Refusal.  In the
event the terms and conditions of a proposed  Future Offering are amended in any
respect after delivery of the notice to the Buyer concerning the proposed Future
Offering,  the Company  shall deliver a new notice to the Buyer  describing  the
amended  terms and  conditions  of the  proposed  Future  Offering and the Buyer
thereafter  shall  have an  option  during  the  seventy  two (72)  hour  period
following  delivery  of such new  notice to  purchase  its pro rata share of the
securities  being  offered on the same terms as  contemplated  by such  proposed
Future Offering,  as amended.  The foregoing  sentence shall apply to successive
amendments to the terms and  conditions  of any proposed  Future  Offering.  The
Right  of  First  Refusal  shall  not  apply to any  transaction  involving  (i)
issuances  of  securities  in a firm  commitment  underwritten  public  offering
(excluding  a  continuous  offering  pursuant to Rule 415 under the 1933 Act) or
(ii) issuances of securities as  consideration  for a merger,  consolidation  or
purchase of assets,  or in connection  with any strategic  partnership  or joint
venture (the primary  purpose of which is not to raise  equity  capital),  or in
connection with the disposition or acquisition of a business, product or license
by the Company.  The Right of First Refusal also shall not apply to the issuance
of securities upon exercise or conversion of the Company's options,  warrants or
other convertible  securities  outstanding as of the date hereof or to the grant
of additional  options or warrants,  or the issuance of  additional  securities,
under any  Company  stock  option  or  restricted  stock  plan  approved  by the
shareholders of the Company.

     e. Expenses. At the Closing, the Company shall reimburse Buyer for expenses
incurred by them in connection  with the  negotiation,  preparation,  execution,
delivery  and  performance  of this  Agreement  and the other  agreements  to be
executed in connection herewith  ("Documents"),  including,  without limitation,
reasonable  attorneys' and consultants' fees and expenses,  transfer agent fees,
fees  for  stock  quotation  services,   fees  relating  to  any  amendments  or
modifications  of the  Documents or any consents or waivers of provisions in the
Documents,  fees for the  preparation  of opinions of counsel,  escrow fees, and
costs of  restructuring  the  transactions  contemplated by the Documents.  When
possible,  the Company must pay these fees directly,  otherwise the Company must
make immediate  payment for reimbursement to the Buyer for all fees and expenses

                                       13
<PAGE>
immediately  upon written notice by the Buyer or the submission of an invoice by
the Buyer.  The  Company's  obligation  with respect to this  transaction  is to
reimburse Buyer' expenses shall be $3,000.

     f. Financial  Information.  Upon written request 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 available or gives to such shareholders.

     g. [INTENTIONALLY DELETED]

     h. 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 Note.  The  Company  will  obtain  and, so long as the Buyer owns any of the
Securities, maintain the listing and trading of its Common Stock on the OTCQB or
any equivalent replacement exchange, the Nasdaq National Market ("Nasdaq"),  the
Nasdaq  SmallCap  Market  ("Nasdaq  SmallCap"),  the  New  York  Stock  Exchange
("NYSE"),  or the  American  Stock  Exchange  ("AMEX")  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  notices it  receives  from the 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.

     i. Corporate  Existence.  So long as the Buyer  beneficially owns any 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, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

     j. 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.

                                       14
<PAGE>
     k. Breach of  Covenants.  If the Company  breaches any of the covenants set
forth in this Section 4, and in addition to any other remedies  available to the
Buyer  pursuant to this  Agreement,  it will be  considered  an event of default
under Section 3.4 of the Note.

     l.  Failure to Comply with the 1934 Act. So long as the Buyer  beneficially
owns the Note, 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.

     m. Trading  Activities.  Neither the Buyer nor its  affiliates  has an open
short  position  in the common  stock of the Company 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 of the
Company.

     5.  Transfer  Agent  Instructions.  The  Company  shall  issue  irrevocable
instructions to its transfer agent to issue certificates, registered in the name
of the  Buyer or its  nominee,  for the  Conversion  Shares in such  amounts  as
specified  from time to time by the Buyer to the Company upon  conversion of the
Note in  accordance  with the terms  thereof (the  "Irrevocable  Transfer  Agent
Instructions").  In the event that the Borrower proposes to replace its transfer
agent,  the  Borrower  shall  provide,  prior  to the  effective  date  of  such
replacement,  a fully executed Irrevocable Transfer Agent Instructions in a form
as initially  delivered  pursuant to the Purchase  Agreement  (including but not
limited to the provision to  irrevocably  reserve  shares of Common Stock in the
Reserved  Amount)  signed by the  successor  transfer  agent to Borrower and the
Borrower.  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  instruction  other  than the  Irrevocable  Transfer  Agent  Instructions
referred to in this Section 5, and 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 and the Note;  (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 Note as and when  required  by the Note 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 Note as and when required
by the Note 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,

                                       15
<PAGE>
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  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 5 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 to the Company's  Obligation to Sell.  The obligation of the
Company  hereunder  to issue  and sell the Note to the Buyer at the  Closing  is
subject  to the  satisfaction,  at or  before  the  Closing  Date 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 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 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 the 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.

     7. Conditions to The Buyer's Obligation to Purchase.  The obligation of the
Buyer  hereunder  to  purchase  the  Note  at  the  Closing  is  subject  to the
satisfaction, at or before the 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:

                                       16
<PAGE>
     a. The Company shall have executed this Agreement and delivered the same to
the Buyer.

     b. The Company shall have delivered to the Buyer the duly executed Note (in
such  denominations  as the Buyer shall request) in accordance with Section 1(b)
above.

     c. The  Irrevocable  Transfer  Agent  Instructions,  in form and  substance
satisfactory to a  majority-in-interest  of the Buyer, shall have been delivered
to and acknowledged in writing by the Company's Transfer Agent.

     d. The  representations  and  warranties  of the Company  shall be true and
correct in all material  respects as of the date when made and as of the 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  Closing  Date.  The Buyer  shall  have  received  a
certificate  or  certificates,  executed by the chief  executive  officer of the
Company,  dated as of the 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.

     e. 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.

     f. 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.

     g. The  Conversion  Shares shall have been  authorized for quotation on the
OTCQB and trading in the Common Stock on the OTCQB shall not have been suspended
by the SEC or the OTCQB.

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

                                       17
<PAGE>
concerning the transactions contemplated by this Agreement shall be brought only
in the state  courts of New York or in the federal  courts  located in the state
and county of Nassau. 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 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.   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.

     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) deposited in
the mail,  registered or certified,  return receipt requested,  postage prepaid,
(iii) delivered by reputable air courier service with charges  prepaid,  or (iv)

                                       18
<PAGE>
transmitted by hand  delivery,  telegram,  or facsimile,  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 or delivery by
facsimile,  with accurate confirmation  generated by the transmitting  facsimile
machine,  at the address or number  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:

     If to the Company, to:
        PSYCHIC FRIENDS NETWORK, INC.
        2360 Corporate Circle, Suite 400
        Henderson, NV 89074
        Attn: MARC LASKY, Chief Executive Officer
        facsimile: [enter fax number]

     With a copy by fax only to (which copy shall not constitute notice):
        [enter name of law firm]
        Attn: [attorney name]
        [enter address line 1]
        [enter city, state, zip]
        facsimile: [enter fax number]

     If to the Buyer:
        ASHER ENTERPRISES, INC.
        1 Linden Pl., Suite 207
        Great Neck, NY. 11021
        Attn: Curt Kramer, President
        facsimile: 516-498-9894

     With a copy by fax  only  to  (which  copy  shall  not  constitute notice):
        Naidich Wurman Birnbaum & Maday LLP
        80 Cuttermill Road, Suite 410
        Great Neck, NY 11021
        Attn: Bernard S. Feldman, Esq.
        facsimile: 516-466-3555

     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

                                       19
<PAGE>
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  notwithstanding  any due diligence  investigation  conducted by or on
behalf of the Buyer. 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 or alleged 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.

     j. 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
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 and be
given an opportunity to comment thereon).

     k. 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.

     l. 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.

     m.  Remedies.  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

                                       20
<PAGE>
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.

     IN WITNESS WHEREOF,  the undersigned Buyer and the Company have caused this
Agreement to be duly executed as of the date first above written.

PSYCHIC FRIENDS NETWORK, INC.


By: /s/ Marc Lasky
   ----------------------------------
   MARC LASKY
   Chief Executive Officer

ASHER ENTERPRISES, INC.


By: /s/ Curt Kramer
   ----------------------------------
Name: Curt Kramer
Title:   President
1 Linden Pl., Suite 207
Great Neck, NY. 11021

AGGREGATE SUBSCRIPTION AMOUNT:

Aggregate Principal Amount of Note:                                $53,000.00

Aggregate Purchase Price:                                          $53,000.00

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