SECURITIES
PURCHASE AGREEMENT



This
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 3, 2014, by and betweenSaleen Automotive,
Inc., a Nevada corporation, with headquarters located at 2375 Wardlow Road, Corona, CA 92882 (the “Company”), and
ROCK CAPITAL, LLC, a Washington limited liability company, with its address at 3820 East Mercer Way, Mercer Island WA 98040
(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 two 8%
convertible notes of the Company, in the forms attached hereto as Exhibit A and B in the aggregate principal amount of $61,000.00
(with the first note being in the amount of $30,500.00 and the second note being in the amount of $30,500.00 (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. The Notes shall contain a 5%
original issue discount such that the purchase price of each Note shall be $28,975.00. The first of the two notes (the “First
Note”) shall be paid for by the Buyer as set forth herein. The second note (the “Second Note”) shall initially
be paid for by the issuance of an offsetting $30,500.00 secured note issued to the Company by the Buyer (“Buyer Note”),
provided that prior to conversion of the Second Note, the Buyer must have paid off the Buyer Note in cash such that the Second
Note may not be converted until it has been paid for in cash.



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 each 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.





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|Company Initials | 











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.



c.	Closing
Date. The date and time of the first issuance and sale
of the Note pursuant to this Agreement (the “Closing Date”) shall be on or about December 3, 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. Subsequent Closings shall occur when the Buyer Note is repaid.
The Closing of the Second Note shall be on or before the dates specified in the Buyer Note.



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, 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 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.



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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 resale 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 fidemargin 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):



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“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 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, within 2 business
days, it will be considered an Event of Default under 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.



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



a.	Organization
and Qualification. The Company and each of its subsidiaries,
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.



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 tine 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.	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.



d.	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.



e.	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). 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 OTCQB marketplace (the “OTCQB”) and does not reasonably
anticipate that the Common Stock will be delisted by the OTCQB in the foreseeable future, nor are the Company’s securities
“chilled” by DTC. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to
any of the foregoing.



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f.	Absence
of Litigation. Except as disclosed in the Company’s
public filings, 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(f) 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.



g.	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.



h.	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.



i.	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(i) 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.



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j.
Bad Actor. No officer or director of the Company would be disqualified under Rule
506(d) of the Securities Act as amended on the basis of being a “bad actor” as that term is established in the September
19, 2013 Small Entity Compliance Guide published by the Securities and Exchange Commission.



k.
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 the Note.



4. COVENANTS.



a.
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 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’s expenses shall be $1,750 in legal fees (and similar amounts for
the Second Note) which shall be deduced from each Note when funded.



b.
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 market, the Nasdaq stock market (“Nasdaq”), 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 markets on which the Common Stock is then listed regarding the continued eligibility of
the Common Stock for listing on such markets.



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c.	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, NYSE or AMEX.



d.	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.



e.	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 the Note.



5. 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
of New York or in the federal courts located in the state and county of 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 uponforum 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:
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



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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, 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 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.
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.



1.
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 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.



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



|Saleen
    Automotive, Inc. |                        
|--------------------------- | -----------------------
|                            |                        
|By:                         | /s/
    Steve Saleen   
|                            | Steve Saleen           
|                            | Chief Executive Officer



|ROCK CAPITAL, LLC. |               
|------------------ | --------------
|                   |               
|By:                |               
|Name:              | Kenneth Lustig
|Title:             | Manager       



AGGREGATE
SUBSCRIPTION AMOUNT:



|Aggregate Principal
    Amount of Note: | $61,000.00
|--------------------------------------- | ----------



Aggregate
Purchase Price:



Note 1:
$30,500.00 less $1,525 in OID, $1,750.00 in legal fees, and $2,225 in fees to Brighton Capital, Ltd.



Note 2:
$30,500.00 less $1,525 in OID, $1,750.00 in legal fees, and $2,225 in fees to Brighton Capital, Ltd.



10







EXHIBIT
A

144
NOTE - $30,500



11







EXHIBIT
B

BACK
END NOTE 1

$30,500





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