Sydys Corporation


    
      

      

    

    Exhibit
      10.2

     

     

    

      


      SYDYS
        CORPORATION

      


      


      


      


      _______________________________________

      


      


      Securities
        Purchase Agreement

      


      _____________________________________________

      


      


      Common
        Stock 

      


      _______________________

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      CONFIDENTIAL

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

      



      CONFIDENTIAL
        INFORMATION

       

      THE
        OFFEREE, BY ACCEPTING THE SECURITIES PURCHASE AGREEMENT AND THE OTHER OFFERING
        DOCUMENTS RELATING TO THE COMPANY’S PROPOSED OFFERING OF SHARES OF ITS COMMON
        STOCK, ACKNOWLEDGES
        AND AGREES THAT: (I) THE
        OFFERING DOCUMENTS HAVE
        BEEN FURNISHED TO THE OFFEREE ON A CONFIDENTIAL BASIS SOLELY FOR THE PURPOSE
        OF
        ENABLING THE OFFEREE TO EVALUATE THE OFFERING; (II) THAT THE OFFEREE MAY
        NOT
        FURTHER DISTRIBUTE THE OFFERING DOCUMENTS WITHOUT THE PRIOR WRITTEN CONSENT
        OF
        THE COMPANY, EXCEPT TO THE OFFEREE’S LEGAL, FINANCIAL OR OTHER PERSONAL
        ADVISORS, IF ANY, WHO WILL USE THE OFFERING DOCUMENTS ON THE OFFEREE’S BEHALF
        SOLELY FOR PURPOSES OF EVALUATING THE OFFERING; (III) ANY REPRODUCTION OR
        DISTRIBUTION OF THE OFFERING DOCUMENTS, IN WHOLE OR IN PART, OR THE DIRECT
        OR
        INDIRECT DISCLOSURE OF THE CONTENTS OF THE OFFERING DOCUMENTS FOR ANY OTHER
        PURPOSE WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY IS PROHIBITED; AND
        (IV)
THE
        OFFEREE SHALL BE BOUND BY ALL TERMS AND CONDITIONS SPECIFIED IN THE OFFERING
        DOCUMENTS.

      


      NOTICE
        TO OFFEREES

       

      THE
        SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
        OF
        1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER THE APPLICABLE SECURITIES
        LAWS OF ANY STATE OR OTHER JURISDICTION. THIS SECURITIES PURCHASE AGREEMENT
        AND
        THE OTHER OFFERING DOCUMENTS DO NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION
        OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER
        OR
        SOLICITATION WOULD BE UNLAWFUL. 

       

      THE
        SECURITIES ARE BEING OFFERED AND SOLD PURSUANT TO REGULATION S UNDER THE
        SECURITIES ACT FOR INVESTMENT PURPOSES ONLY, WITHOUT A VIEW TO RESALE OR
        DISTRIBUTION THEREOF, AND MAY NOT BE TRANSFERRED, RESOLD OR OFFERED FOR RESALE
        IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED UNDER THE SECURITIES
        ACT AND REGISTERED OR QUALIFIED UNDER THE APPLICABLE SECURITIES LAWS OF ANY
        STATE OR OTHER JURISDICTION, OR PURSUANT TO THE AVAILABILITY OF AN EXEMPTION
        THEREFROM. 

       

      HEDGING
        TRANSACTIONS, INCLUDING, BUT NOT LIMITED TO, SHORT SALES, SWAPS OR DERIVATIVE
        SECURITIES TRANSACTIONS, INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED
        UNLESS
        IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE SECURITIES LAWS OF ANY
        STATE OR OTHER JURISDICTION.

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      NEITHER
        THE SECURITIES AND EXCHANGE COMMISSION NOR THE SECURITIES COMMISSION OR OTHER
        REGULATORY AUTHORITY OF ANY OR OTHER JURISDICTION HAS APPROVED OR DISAPPROVED
        OF
        THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS SECURITIES
        PURCHASE AGREEMENT OR ANY OF THE OTHER OFFERING DOCUMENTS. ANY REPRESENTATION
        TO
        THE CONTRARY IS A CRIMINAL OFFENSE. 

       

      INVESTORS
        MUST COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS IN FORCE IN ANY
        JURISDICTION IN WHICH THEY PURCHASE, OFFER OR SELL THE SECURITIES AND MUST
        OBTAIN ANY CONSENT, APPROVAL OR PERMISSION REQUIRED FOR THE PURCHASE, OFFER
        OR
        SALE BY IT OF THE SECURITIES UNDER THE LAWS AND REGULATIONS IN FORCE IN ANY
        JURISDICTION TO WHICH IT IS SUBJECT OR IN WHICH IT MAKES SUCH PURCHASES,
        OFFERS
        OR SALES. THE COMPANY SHALL NOT HAVE ANY RESPONSIBILITY WITH RESPECT TO INVESTOR
        COMPLIANCE THEREWITH.

       

      ADDITIONAL
        INFORMATION

       

      SYDYS
        Corporation (the "Company") files annual, quarterly and current reports,
        proxy
        statements and other information with the Securities and Exchange Commission
        (the "SEC") under the Securities Exchange Act of 1934, as amended. Reports,
        statements or other information that we file with the SEC are available to
        the
        public at the SEC’s Website at http://www.sec.gov, as well as our Website at
        www.sydys.com. Documents filed with the SEC include, but are not limited
        to, the
        following documents:

       

      	o  	
              Current
                Report on Form 8-K dated June 6, 2006 

            


       

      	o  	
              Quarterly
                Report on Form 10-QSB for the fiscal quarter ended March 31,
                2006;

            


       

      	o  	
              Schedule
                14f-1 Information Statement filed April 20, 2006;
                

            


       

      	o  	
              Annual
                Report on Form 10-KSB for the fiscal year ended September 30, 2005;
                and
                

            


       

      The
        Company will provide to each person to whom this agreement is sent, upon
        the
        written or oral request of such person, a copy of any or all of the documents
        referred to above. You may make such requests at no cost to you by writing
        or
        telephoning us at the following address or number:

      


      SYDYS
        Corporation

      7
        Orchard
        Lane

      Lebanon,
        NJ 08833

      (908)
        236-9885

      


      The
        Company has not authorized anyone to provide you with different information.
        You
        should not assume that the information in this agreement is accurate as of
        any
        date other than the date this agreement is sent to you for review or that
        the
        information filed with the SEC is accurate as of any date other than the
        date
        set forth on the front of the document containing such information.


       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

      CONFIDENTIAL

      


      SECURITIES
        PURCHASE AGREEMENT

      


      THIS
        SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated _______________,
        2006,
        by and between SYDYS CORPORATION, a Nevada corporation (the "Company"), and
        the
        purchaser or purchasers identified on the signature page hereof
        ("Purchaser").

       

      R
        E C
        I T A L S:

      


      WHEREAS,
        Purchaser desires to purchase and the Company desires to sell shares of common
        stock on the terms and conditions set forth herein.

       

      NOW,
        THEREFORE, in consideration of the premises hereof and the agreements set
        forth
        herein below, the parties hereto hereby agree as follows:

       

      1.  The
        Offering.
        

       

      (a)  Private
        Offering.
        The
        securities offered by this Agreement are being offered by the Company in
        a
        private offering (the "Offering") of up to 5,000,000 shares ("Shares") of
        common
        stock, $.001 par value per share ("Common Stock"), of the Company. Up to
        5,000,000 Shares will be sold in the Offering; provided,
        however,
        that in
        the event of any over-allotments of Shares during the offering period, the
        Company reserves the right to sell in excess of 5,000,000 Shares to cover
        such
        over-allotments. The Shares will be sold on a reasonable "best efforts" basis
        at
        a purchase price of $0.30 per Share ("Purchase Price") pursuant to Rules
        901 and
        903 of Regulation S under the Securities Act of 1933, as amended (the
“Securities Act”). The Shares are being offered solely to persons that are not
“U.S. Persons” as such term is defined in Rule 902 of Regulation S under the
        Securities Act during an offering period that commenced on June 7, 2006 and
        terminates at the sole discretion of the Company. 

       

      (b)  Use
        of
        Proceeds.
        Assuming all 5,000,000 Shares are sold, the net proceeds to the Company are
        estimated to be approximately $1,365,000 (after deducting offering expenses
        payable by the Company estimated at $15,000 and assuming payment of the maximum
        amount of placement agent and finders fees of up to $120,000). The Company
        intends to use the net proceeds for general working capital purposes and
        other
        general corporate purposes, which may include, among other things, the
        acquisition of businesses or assets.

       

      (c)  Placement
        Agent and Finders Fees.
        The
        Company reserves the right to pay fees to agents, brokers, dealers and finders
        in connection with the sale of the Securities in an amount equal to up to
        eight
        percent (8%) of the Purchase Price of such Securities which may be payable
        either in cash or shares of Common Stock valued at $.30 per share.

       

      2.  Sale
        and Purchase of Securities.

       

      (a)  Sale
        and Purchase of Securities.
        Subject
        to the terms and conditions hereof, the Company agrees to sell, and Purchaser
        irrevocably subscribes for and agrees to purchase, the number of Shares set
        forth on the signature page of this Agreement at a purchase price of $0.30
        per
        Share. The aggregate purchase price for the Shares shall be as set forth
        on the
        signature page hereto (the "Purchase Price") and shall be payable upon execution
        hereof by check or wire transfer of immediately available funds.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      (b)  Subscription
        Procedure.
        In
        order to purchase Shares, Purchaser shall deliver to the Company, at its
        principal executive office identified in Section 16 hereof: (i) one completed
        and duly executed copy of this Agreement; and (ii) immediately available
        funds,
        or a certified check or bank check, in an amount equal to the Purchase Price.
        Execution and delivery of this Agreement shall constitute an irrevocable
        subscription for that number of Shares set forth on the signature page hereto.
        The minimum investment that may be made by a Purchaser is 100,000 Shares
        for a purchase price of $30,000, although the Company may, in its sole
        discretion, accept subscriptions for a lesser number of Shares. Payment for
        the
        Shares may be made by wire transfer to:

      
         

        Sovereign
          Bank

        1130
          Berkshire Blvd.

        Wyomissing,
          PA 19610

        


        ABA#
          231
          372 691

        


        For
          Credit to: Sydys Corporation

        7
          Orchard
          Lane

        Lebanon,
          NJ 08833

        


        Account
          No: 236 106 4081

         

      

      or
        by
        check made payable to: SYDYS Corporation, 7 Orchard Lane, Lebanon, NJ
        08833.
        Receipt
        by the Company of funds wired, or deposit and collection by the Company of
        the
        check tendered herewith, will not constitute acceptance of this Agreement
        by the
        Company. The Shares subscribed for will not be deemed to be issued to, or
        owned
        by, Purchaser until the Company has executed this Agreement. All funds tendered
        by Purchaser will be held by the Company pending acceptance or rejection
        of this
        Agreement by the Company and the closing of Purchaser’s purchase of Shares. This
        Agreement will either be accepted by the Company, in whole or in part, in
        its
        sole discretion, or rejected by the Company as promptly as practicable. If
        this
        Agreement is accepted only in part, Purchaser agrees to purchase such smaller
        number of Shares as the Company determines to sell to Purchaser. If this
        Agreement is rejected for any reason, including the termination of the Offering
        by the Company, this Agreement and all funds tendered herewith will be promptly
        returned to Purchaser, without interest or deduction of any kind, and this
        Agreement will be void and of no further force or effect.

       

      (c)  Closing.
        Subscriptions will be accepted by the Company in its sole discretion. Upon
        the
        Company’s execution of this Agreement, the subscription evidenced hereby, if not
        previously rejected by the Company, will, in reliance upon Purchaser’s
        representations and warranties contained herein, be accepted, in whole or
        in
        part, by the Company. If Purchaser’s subscription is accepted only in part, this
        Agreement will be marked to indicate such fact, and the Company will return
        to
        Purchaser the portion of the funds tendered by Purchaser representing the
        unaccepted portion of Purchaser’s subscription, without interest or deduction of
        any kind. Upon acceptance of this Agreement in whole or in part by the Company,
        the Company will issue certificates for the Shares to Purchaser, together
        with a
        copy of Purchaser’s executed Agreement countersigned by the
        Company.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      3.  Representations
        and Warranties of Purchaser.
        Purchaser represents and warrants to the Company as follows:

       

      (a)  Organization
        and Qualification.
        

       

      (i)  If
        Purchaser is an entity, Purchaser is duly organized, validly existing and
        in
        good standing under the laws of its jurisdiction of organization, with the
        corporate or other entity power and authority to own and operate its business
        as
        presently conducted, except where the failure to be or have any of the foregoing
        would not have a material adverse effect on Purchaser, and Purchaser is duly
        qualified as a foreign corporation or other entity to do business and is
        in good
        standing in each jurisdiction where the character of its properties owned
        or
        held under lease or the nature of their activities makes such qualification
        necessary, except for such failures to be so qualified or in good standing
        as
        would not have a material adverse effect on it.

       

      (ii)  If
        Purchaser is an entity, the address of its principal place of business is
        as set
        forth on the signature page hereto, and if Purchaser is an individual, the
        address of its principal residence is as set forth on the signature page
        hereto.

       

      (b)  Authority;
        Validity and Effect of Agreement.
        

       

      (i)  If
        Purchaser is an entity, Purchaser has the requisite corporate or other entity
        power and authority to execute and deliver this Agreement and perform its
        obligations under this Agreement. The execution and delivery of this Agreement
        by Purchaser, the performance by Purchaser of its obligations hereunder and
        all
        other necessary corporate or other entity action on the part of Purchaser
        have
        been duly authorized by its board of directors or similar governing body,
        and no
        other corporate or other entity proceedings on the part of Purchaser is
        necessary for Purchaser to execute and deliver this Agreement and perform
        its
        obligations hereunder. 

       

      (ii)  This
        Agreement has been duly and validly authorized, executed and delivered by
        Purchaser and, assuming it has been duly and validly executed and delivered
        by
        the Company, constitutes a legal, valid and binding obligation of Purchaser,
        in
        accordance with its terms.

       

      (c)  No
        Conflict; Required Filings and Consents.
        Neither
        the execution and delivery of this Agreement by Purchaser nor the performance
        by
        Purchaser of its obligations hereunder will: (i) if Purchaser is an entity,
        conflict with Purchaser’s articles of incorporation or bylaws, or other similar
        organizational documents; (ii) violate any statute, law, ordinance, rule
        or
        regulation, applicable to Purchaser or any of the properties or assets of
        Purchaser; or (iii) violate, breach, be in conflict with or constitute a
        default
        (or an event which, with notice or lapse of time or both, would constitute
        a
        default) under, or permit the termination of any provision of, or result
        in the
        termination of, the acceleration of the maturity of, or the acceleration
        of the
        performance of any obligation of Purchaser under, or result in the creation
        or
        imposition of any lien upon any properties, assets or business of Purchaser
        under, any material contract or any order, judgment or decree to which Purchaser
        is a party or by which it or any of its assets or properties is bound or
        encumbered except, in the case of clauses (ii) and (iii), for such violations,
        breaches, conflicts, defaults or other occurrences which, individually or
        in the
        aggregate, would not have a material adverse effect on its obligation to
        perform
        its covenants under this Agreement.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (d)  Accredited
        Investor.
        Purchaser
        is an "accredited investor" as that term is defined in Rule 501(a) of Regulation
        D under the Securities Act. If Purchaser is an entity, Purchaser was not
        formed
        for the specific purpose of acquiring the Securities, and, if it was, all
        of
        Purchaser’s equity owners are "accredited investors" as defined
        above.

       

      (e)  “U.S.
        Person”.
        The
        Investor: (i) is executing and delivering this Agreement outside the United
        States, is not
        a “U.S.
        Person” as such term is defined in Rule 902 of Regulation S under the Securities
        Act, and is not
        acquiring the securities for the account or benefit of any “U.S. Person”; or
        (ii) is a “U.S. Person” that is purchasing the Securities in a transaction that
        does not require registration under the Securities Act. A “U.S. Person” is
        defined in Rule 902 of Regulation S under the Securities Act as:

       

      (i)  Any
        natural person resident in the United States;

       

      (ii)  Any
        partnership or corporation organized or incorporated under the laws of the
        United States;

       

      (iii)  Any
        estate of which any executor or administrator is a U.S. Person;

       

      (iv)  Any
        trust
        of which any trustee is a U.S. Person;

       

      (v)  Any
        agency or branch of a foreign entity located in the United States;

       

      (vi)  Any
        non-discretionary account or similar account (other than an estate or trust)
        held by a dealer or other fiduciary for the benefit or account of a U.S.
        Person;

       

      (vii)  Any
        discretionary account or similar account (other than an estate or trust)
        held by
        a dealer or other fiduciary organized, incorporated, or, if an individual,
        resident in the United States; and

       

      (viii)  Any
        partnership or corporation if:

       

      (A)  Organized
        or incorporated under the laws of any foreign jurisdiction; and

      


      (B)  Formed
        by
        a U.S. Person principally for the purpose of investing in securities not
        registered under the Securities Act, unless it is organized or incorporated,
        and
        owned, by accredited investors (as defined in Rule 501(a) under the Securities
        Act) that are not natural persons, estates or trusts.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


      (f)  No
        Government Review.
        Purchaser understands that neither the United States Securities and Exchange
        Commission ("SEC") nor any securities commission or other governmental authority
        of any state, country or other jurisdiction has approved the issuance of
        the
        Securities or passed upon or endorsed the merits of the Securities or this
        Agreement or any of the other documents relating to the proposed Offering
        (collectively, the "Offering Documents"), or confirmed the accuracy of,
        determined the adequacy of, or reviewed this Agreement or the other Offering
        Documents.

       

      (g)  Investment
        Intent.
        The
        Securities are being acquired for the Purchaser’s own account for investment
        purposes only, not as a nominee or agent and not with a view to the resale
        or
        distribution of any part thereof, and Purchaser has no present intention
        of
        selling, granting any participation in or otherwise distributing the same.
        By
        executing this Agreement, Purchaser further represents that Purchaser does
        not
        have any contract, undertaking, agreement or arrangement with any person
        to
        sell, transfer or grant participation to such person or third person with
        respect to any of the Securities.

       

      (h)  Restrictions
        on Transfer.
        Purchaser understands that the Securities are “restricted securities” as such
        term is defined in Rule 144 under the Securities Act and have not been
        registered under the Securities Act or registered or qualified under any
        state
        securities law, and may not be, directly or indirectly, sold, transferred,
        offered for sale, pledged, hypothecated or otherwise disposed of except in
        accordance with the provisions of Regulation S under the Securities Act,
        pursuant to registration under the Securities Act and registration or
        qualification under applicable state securities laws or the availability
        of an
        exemption therefrom. In any case where such an exemption is relied upon by
        Purchaser from the registration requirements of the Securities Act and the
        registration or qualification requirements of such state securities laws,
        Purchaser shall furnish the Company with an opinion of counsel stating that
        the
        proposed sale or other disposition of such securities may be effected without
        registration under the Securities Act and will not result in any violation
        of
        any applicable state securities laws relating to the registration or
        qualification of securities for sale, such counsel and opinion to be
        satisfactory to the Company. Purchaser acknowledges that it is able to bear
        the
        economic risks of an investment in the Securities for an indefinite period
        of
        time, and that its overall commitment to investments that are not readily
        marketable is not disproportionate to its net worth.

       

      (i)  Restrictions
        on Registration.
        Purchaser understands and agrees that the Company is not permitted to register
        any transfer of the Securities not made in accordance with the provisions
        of
        Regulation S, pursuant to registration under the Securities Act and registration
        or qualification under applicable state securities laws, or pursuant to an
        available exemption therefrom. Purchaser further understands and agrees that
        hedging transactions, including but not limited to short sales, swaps or
        derivative securities transactions may not be conducted unless in compliance
        with the Securities Act

       

      (j)  Investment
        Experience.
        Purchaser has such knowledge, sophistication and experience in financial,
        tax
        and business matters in general, and investments in securities in particular,
        that it is capable of evaluating the merits and risks of this investment
        in the
        Securities, and Purchaser has made such investigations in connection herewith
        as
        it deemed necessary or desirable so as to make an informed investment decision
        without relying upon the Company for legal or tax advice related to this
        investment. In making its decision to acquire the Securities, Purchaser has
        not
        relied upon any information other than information provided to Purchaser
        by the
        Company or its representatives and contained herein and in the other Offering
        Documents.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (k)  Access
        to Information.
        Purchaser acknowledges that it has had access to and has reviewed all documents
        and records relating to the Company, including, but not limited to, the
        Company’s Quarterly Report on Form 10-QSB for the fiscal quarter ended March 31,
        2006, the Company’s Current Report on Form 8-K dated June 6, 2006, the Company’s
        Information Statement on Schedule 14f-1 filed April 20, 2006, and the Company’s
        Annual Report on Form 10-KSB for the fiscal year ended September 30, 2005,
        that
        it has deemed necessary in order to make an informed investment decision
        with
        respect to an investment in the Securities; that it has had the opportunity
        to
        ask representatives of the Company certain questions and request certain
        additional information regarding the terms and conditions of such investment
        and
        the finances, operations, business and prospects of the Company and has had
        any
        and all such questions and requests answered to its satisfaction; and that
        it
        understands the risks and other considerations relating to such
        investment.

       

      (l)  Reliance
        on Representations.Purchaser
        understands that the Securities are being offered and sold to it in reliance
        on
        specific exemptions from the registration requirements of the federal and
        state
        securities laws and that the Company is relying in part upon the truth and
        accuracy of, and such Purchaser’s compliance with, the representations,
        warranties, agreements, acknowledgments and understandings of such Purchaser
        set
        forth herein in order to determine the availability of such exemptions and
        the
        eligibility of such Purchaser to acquire the Securities. Purchaser
        represents and warrants to the Company that any information that Purchaser
        has
        heretofore furnished or furnishes herewith to the Company is complete and
        accurate, and further represents and warrants that it will notify and supply
        corrective information to the Company immediately upon the occurrence of
        any
        change therein occurring prior to the Company's issuance of the Securities.
        Within five (5) days after receipt of a request from the Company, Purchaser
        will
        provide such information and deliver such documents as may reasonably be
        necessary to comply with any and all laws and regulations to which the Company
        is subject.

       

      (m)  No
        General Solicitation.
        Purchaser is unaware of, and in deciding to participate in the Offering is
        in no
        way relying upon, and did not become aware of the Offering through or as
        a
        result of, any form of general solicitation or general advertising including,
        without limitation, any article, notice, advertisement or other communication
        published in any newspaper, magazine or similar media, or broadcast over
        television or radio or the internet, in connection with the
        Offering.

       

      (n)  Placement
        and Finder’s Fees.
        No
        agent, broker, investment banker, finder, financial advisor or other person
        acting on behalf of Purchaser or under its authority is or will be entitled
        to
        any broker’s or finder’s fee or any other commission or similar fee, directly or
        indirectly, in connection with the Offering, and no person is entitled to
        any
        fee or commission or like payment in respect thereof based in any way on
        agreements, arrangements or understanding made by or on behalf of
        Purchaser.

       

      (o)  Investment
        Risks.
        Purchaser understands that purchasing Securities in the Offering will subject
        Purchaser to certain risks, including, but not limited to, each of the
        following:

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      (i)  The
        offering price of the Securities offered hereby has been determined solely
        by
        the Company and does not necessarily bear any relationship to the value of
        the
        Company’s assets, current or potential earnings of the Company, or any other
        recognized criteria used for measuring value, and therefore, there can be
        no
        assurance that the offering price of the Shares is representative of the
        actual
        value of the underlying Securities.

       

      (ii)  In
        order
        to fund its operations, attract and retain employees, consultants and other
        service providers, pursue business opportunities as they arise, which may
        include the acquisition of businesses or assets, and satisfy other obligations,
        the Company may be required to issue additional shares of Common Stock,
        securities exercisable or convertible into shares of Common Stock, or debt.
        Such
        securities may be issued for a purchase price consisting of cash, services
        or
        other consideration that may be materially different than the purchase price
        of
        the Shares. The issuance of any such securities may result in substantial
        dilution to the relative ownership interests of the Company’s existing
        shareholders and substantial reduction in net book value per share. Additional
        equity securities may have rights, preferences and privileges senior to those
        of
        the holders of Common Stock, and any debt financing may involve restrictive
        covenants that may limit the Company’s operating flexibility.

       

      (iii)  The
        Company has provided herein that it intends to use the net proceeds from
        the
        Offering for general working capital purposes and other general corporate
        purposes which may include the acquisition of businesses or assets. Thus,
        Purchaser is making its investment in the Securities based in part upon very
        limited information regarding the specific uses to which the net proceeds
        will
        be applied.

       

      (iv)  An
        investment in the Securities may involve certain material legal, accounting
        and
        federal and state tax consequences. Purchaser should consult with its legal
        counsel, accountant and/or business adviser as to the legal, accounting,
        tax and
        related matters accompanying such an investment.

       

      (p)  Exclusive
        Offering Documents.In
        making
        its decision to purchase the Securities hereunder, Purchaser has not relied
        on
        any represen-tations, warranties or information other than those set forth
        in
        this Agreement which Purchaser has inde-pendent-ly investi-gated and verified
        to
        its satisfaction and neither the Company nor any person acting on its behalf
        has
        made any representation or warranty regarding the Company or the Securities
        except as set forth herein

       

      (q)  Legends.
        The
        certificates and agreements evidencing the Securities shall have endorsed
        thereon the following legend (and appropriate notations thereof will be made
        in
        the Company's stock transfer books), and
        stop
        transfer instructions reflecting these restrictions on transfer will be placed
        with the transfer agent of the Securities:

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      THE
        SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
        ACT
        OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS.
        THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT
        IN
        ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT,
        PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT AND REGISTRATION OR
        QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
        JURISDICTION, OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION OR
        QUALIFICATION. HEDGING TRANSACTIONS, INCLUDING, BUT NOT LIMITED TO, SHORT
        SALES,
        SWAPS OR DERIVATIVE SECURITIES TRANSACTIONS, INVOLVING THESE SECURITIES MAY
        NOT
        BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE
        SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NO TRANSFER OF THE
        SECURITIES REPRESENTED HEREBY MAY BE MADE IN THE ABSENCE OF SUCH REGISTRATION
        OR
        QUALIFICATION UNLESS THERE SHALL HAVE BEEN DELIVERED TO THE ISSUER A WRITTEN
        OPINION OF UNITED STATES COUNSEL OF RECOGNIZED STANDING, IN FORM AND SUBSTANCE
        SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT SUCH TRANSFER MAY BE MADE
        WITHOUT
        REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND REGISTRATION
        OR
        QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
        JURISDICTION.

       

      4.  Representations
        and Warranties of the Company.
        The
        Company represents and warrants to Purchaser as follows:

       

      (a)  Organization
        and Qualification.
        The
        Company is duly organized, validly existing and in good standing under the
        laws
        of its jurisdiction of organization, with the corporate power and authority to
        own and operate its business as presently conducted, except where the failure
        to
        be or have any of the foregoing would not have a material adverse effect
        on the
        Company. The Company is duly qualified as a foreign corporation or other
        entity
        to do business and is in good standing in each jurisdiction where the character
        of its properties owned or held under lease or the nature of their activities
        makes such qualification necessary, except for such failures to be so qualified
        or in good standing as would not have a material adverse effect on the
        Company.

       

      (b)  Authority;
        Validity and Effect of Agreement.
        

       

      (i)  The
        Company has the requisite corporate power and authority to execute and deliver
        this Agreement, perform its obligations under this Agreement, and conduct
        the
        Offering. The execution and delivery of this Agreement by the Company, the
        performance by the Company of its obligations hereunder, the Offering and
        all
        other necessary corporate action on the part of the Company have been duly
        authorized by its board of directors, and no other corporate proceedings
        on the
        part of the Company are necessary to authorize this Agreement or the Offering.
        This Agreement has been duly and validly executed and delivered by the Company
        and, assuming that it has been duly authorized, executed and delivered by
        Purchaser, constitutes a legal, valid and binding obligation of the Company,
        in
        accordance with its terms, subject to the effects of bankruptcy, insolvency,
        fraudulent conveyance, reorganization, moratorium and other similar laws
        relating to or affecting creditors’ rights generally, general equitable
        principles (whether considered in a proceeding in equity or at law) and an
        implied covenant of good faith and fair dealing.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (ii)  The
        Shares have been duly authorized and, when issued and paid for in accordance
        with this Agreement, will be validly issued, fully paid and non-assessable
        shares of Common Stock with no personal liability resulting solely from the
        ownership of such shares and will be free and clear of all liens, charges,
        restrictions, claims and encumbrances imposed by or through the Company.
        

       

      (c)  No
        Conflict; Required Filings and Consents.
        Neither
        the execution and delivery of this Agreement by the Company nor the performance
        by the Company of its obligations hereunder will: (i) conflict with the
        Company’s articles of incorporation or bylaws; (ii) violate any statute, law,
        ordinance, rule or regulation, applicable to the Company or any of the
        properties or assets of the Company; or (iii) violate, breach, be in conflict
        with or constitute a default (or an event which, with notice or lapse of
        time or
        both, would constitute a default) under, or permit the termination of any
        provision of, or result in the termination of, the acceleration of the maturity
        of, or the acceleration of the performance of any obligation of the Company,
        or
        result in the creation or imposition of any lien upon any properties, assets
        or
        business of the Company under, any material contract or any order, judgment
        or
        decree to which the Company is a party or by which it or any of its assets
        or
        properties is bound or encumbered except, in the case of clauses (ii) and
        (iii),
        for such violations, breaches, conflicts, defaults or other occurrences which,
        individually or in the aggregate, would not have a material adverse effect
        on
        its obligation to perform its covenants under this Agreement.

       

      (d)  Placement
        and Finder’s Fees.
        Except
        as provided in Section 1(c), neither the Company nor any of its respective
        officers, directors, employees or managers, has employed any broker, dealer,
        finder, advisor or consultant, or incurred any liability for any investment
        banking fees, brokerage fees, commissions or finders’ fees, advisory fees or
        consulting fees in connection with the Offering for which the Company has
        or
        could have any liability.

       

      5.  Indemnification.
        Purchaser agrees to indemnify, defend and hold harmless the Company and its
        respective affiliates and agents from and against any and all demands, claims,
        actions or causes of action, judgments, assessments, losses, liabilities,
        damages or penalties and reasonable attorneys' fees and related disbursements
        incurred by the Company that arise out of or result from a breach of any
        representations or warranties made by Purchaser herein, and Purchaser agrees
        that in the event of any breach of any representations or warranties made
        by
        Purchaser herein, the Company may, at its option, forthwith rescind the sale
        of
        the Shares to Purchaser.

       

      6.  Registration
        Rights.
        The
        Company covenants and agrees as follows:

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      6.1   For
        the
        purpose of this Section 6, the following definitions shall apply:

       

      (a)  "Exchange
        Act" shall mean the Securities Exchange Act of 1934, as amended, and the
        rules
        and regulations of the SEC thereunder, all as the same shall be in effect
        at the
        time.

       

      (b)  "Person"
        shall mean an individual, partnership (general or limited), corporation,
        limited
        liability company, joint venture, business trust, cooperative, association
        or
        other form of business organization, whether or not regarded as a legal entity
        under applicable law, a trust (inter vivos or testamentary), an estate of
        a
        deceased, insane or incompetent person, a quasi-governmental entity, a
        government or any agency, authority, political subdivision or other
        instrumentality thereof, or any other entity.

       

      (c)  "Register,"
        "registered," and "registration" shall refer to a registration effected by
        preparing and filing a registration statement in compliance with the Securities
        Act, and the declaration or order of effectiveness of such registration
        statement or document by the SEC.

       

      (d)  "Registration
        Statement" shall mean any registration statement of the Company filed with
        the
        SEC pursuant to the provisions of Section 6.2 of this Agreement, which covers
        the resale of the Restricted Stock on an appropriate form then permitted
        by the
        SEC to be used for such registration and the sales contemplated to be made
        thereby under the Securities Act, or any similar rule that may be adopted
        by the
        SEC, and all amendments and supplements to such registration statement,
        including any pre- and post- effective amendments thereto, in each case
        including the prospectus contained therein, all exhibits thereto and all
        materials incorporated by reference therein.

       

      (e)  "Restricted
        Stock" shall mean (i) the shares of Common Stock issuable in the Offering;
        and
        (ii) any additional shares of Common Stock of the Company issued or issuable
        after the date hereof in respect of any of the foregoing securities, by way
        of a
        stock dividend or stock split; provided that as to any particular shares
        of
        Restricted Stock, such securities shall cease to constitute Restricted Stock
        when (x) a Registration Statement with respect to the sale of such securities
        shall have become effective under the Securities Act and such securities
        shall
        have been disposed of thereunder, (y) such securities are permitted to be
        transferred pursuant to Rule 144(k) (or any successor provision to such rule)
        under the Securities Act or (z) such securities are otherwise freely
        transferable to the public without further registration under the Securities
        Act.

       

      (f)  "Selling
        Stockholders" shall mean Purchaser and any other purchaser of Shares in the
        Offering, and their respective successors and assigns.

       

      6.2   Registration
        of the Securities.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

         

      

      (a)  The
        Company shall notify all Selling Stockholders in writing at least ten
        (10) days
        prior to the filing of any registration statement under the Securities Act
        for
        the purpose of registering securities of the Company, excluding registration
        statements on SEC Forms S-4, S-8 or any similar or successor forms, and will
        afford each such Selling Stockholder an opportunity to include in such
        registration statement all or part of such Restricted Stock held by such
        Selling
        Stockholder. Each Selling Stockholder desiring to include in any such
        registration statement all or any part of the Restricted Stock held by it
        shall,
        within five (5) days after the above-described notice from the Company, so
        notify the Company in writing. Such notice shall state the intended method
        of
        disposition of the Restricted Stock by such Selling Stockholder. If a Selling
        Stockholder decides not to include all of its Restricted Stock in any
        registration statement thereafter filed by the Company, such Selling Stockholder
        shall nevertheless continue to have the right to include any Restricted Stock
        in
        any subsequent registration statement or registration statements as may be
        filed
        by the Company with respect to offerings of its securities, all upon the
        terms
        and conditions set forth herein. The Company may, without the consent of
        the
        Selling Stockholders, withdraw such registration statement prior to its becoming
        effective if the proposal to register the securities proposed to be registered
        thereby is abandoned.

       

      (b)  In
        the
        event that any registration pursuant to Section 6.2(a) shall be, in whole
        or in
        part, an underwritten public offering of Common Stock on behalf of the Company,
        all Purchasers proposing to distribute their Restricted Stock through such
        underwriting shall enter into an underwriting agreement in customary form
        with
        the underwriter or underwriters selected for such underwriting by the Company.
        If the managing underwriter thereof advises the Company in writing that in
        its
        opinion the number of securities requested to be included in such registration
        exceeds the number which can be sold in an orderly manner in such offering
        within a price range acceptable to the Company, the Company shall include
        in
        such registration (i) first, the securities the Company proposes to sell,
        and
        (ii) second, the Restricted Stock and any other registrable securities eligible
        and requested to be included in such registration to the extent that the
        number
        of shares to be registered under this clause (ii) will not, in the opinion
        of
        the managing underwriter, adversely affect the offering of the securities
        pursuant to clause (i). In such a case, shares shall be registered pro rata
        among the holders of such Restricted Stock and registrable securities on
        the
        basis of the number of shares eligible for registration that are owned by
        all
        such holders and requested to be included in such registration. 

       

      (c)  Notwithstanding
        anything to the contrary contained herein, the Company's obligation in Sections
        6.2(a) and 6.2(b) above shall extend only to the inclusion of the Restricted
        Stock in a Registration Statement. The Company shall have no obligation to
        assure the terms and conditions of distribution, to obtain a commitment from
        an
        underwriter relative to the sale of the Restricted Stock or to otherwise
        assume
        any responsibility for the manner, price or terms of the distribution of
        the
        Restricted Stock. 

       

      (d)  The
        Company shall have the right to terminate or withdraw any registration initiated
        by it under this Section 6.2 prior to the effectiveness of such registration
        without thereby incurring liability to the holders of the Restricted Stock,
        regardless of whether any holder has elected to include securities in such
        registration. The Registration Expenses (as defined in Section 6.5) of such
        withdrawn registration shall be borne by the Company in accordance with
        Section 6.4 hereof.

       

      6.3   Registration
        Procedures.
        Whenever it is obligated to register any Restricted Stock pursuant to this
        Agreement, the Company shall:

       

      (a)  prepare
        and file with the SEC a Registration Statement with respect to the Restricted
        Stock in the manner set forth in Section 6.2 hereof and use its reasonable
        best
        efforts to cause such Registration Statement to become effective as promptly
        as
        possible and to remain effective until the earlier of: (i) the sale of all
        shares of Restricted Stock covered thereby, (ii) the availability under Rule
        144
        for the Selling Stockholder to freely resell without restriction all Restricted
        Stock covered thereby, or (iii) two (2) years from the date of this
        Agreement;

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      (b)  prepare
        and file with the SEC such amendments (including post-effective amendments)
        and
        supplements to such Registration Statement and the prospectus used in connection
        therewith as may be necessary to keep such Registration Statement effective
        for
        the period specified in Section 6.3(a) above and to comply with the provisions
        of the Act with respect to the disposition of all Restricted Stock covered
        by
        such Registration Statement in accordance with the intended method of
        disposition set forth in such Registration Statement for such
        period;

       

      (c)  furnish
        to the Selling Stockholders such number of copies of the Registration Statement
        and the prospectus included therein (including each preliminary prospectus)
        as
        such person may reasonably request in order to facilitate the public sale
        or
        other disposition of the Restricted Stock covered by such Registration
        Statement;

       

      (d)  use
        its
        reasonable best efforts to register or qualify the Restricted Stock covered
        by
        such Registration Statement under the state securities laws of such
        jurisdictions as any Selling Stockholder shall reasonably request; provided,
        however,
        that
        the Company shall not for any such purpose be required to qualify generally
        to
        transact business as a foreign corporation in any jurisdiction where it is
        not
        so qualified or to consent to general service of process in any such
        jurisdiction;

       

      (e)  in
        the
        event of any underwritten public offering, enter into and perform its
        obligations under an underwriting agreement, in usual and customary form,
        with
        the managing underwriter(s) of such offering. Each Purchaser participating
        in
        such underwriting shall also enter into and perform its obligations under
        such
        an agreement, as described in Section 6.2(b);

       

      (f)  immediately
        notify each Selling Stockholder at any time when a prospectus relating thereto
        is required to be delivered under the Act, of the happening of any event
        as a
        result of which the prospectus contained in such Registration Statement,
        as then
        in effect, includes an untrue statement of a material fact or omits to state
        a
        material fact required or necessary to be stated therein in order to make
        the
        statements contained therein not misleading in light of the circumstances
        under
        which they were made. The Company will use reasonable efforts to amend or
        supplement such prospectus in order to cause such prospectus not to include
        any
        untrue statement of a material fact or omit to state a material fact required
        to
        be stated therein or necessary to make the statements therein not misleading
        in
        the light of the circumstances under which they were made;

       

      (g)  prepare
        and file with the SEC such amendments and supplements to such Registration
        Statement and the prospectus used in connection with such Registration
        Statements as may be necessary to comply with the provisions of the Securities
        Act with respect to the disposition of all securities covered by such
        Registration Statement;

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      (h)  use
        its
        reasonable best efforts to list the Restricted Stock covered by such
        Registration Statement on each exchange or automated quotation system on
        which
        similar securities issued by the Company are then listed (with the listing
        application being made at the time of the filing of such Registration Statement
        or as soon thereafter as is reasonably practicable); 

       

      (i)  notify
        each Selling Stockholder of any threat by the SEC or state securities commission
        to undertake a stop order with respect to sales under the Registration
        Statement; and 

       

      (j)  cooperate
        in the timely removal of any restrictive legends from the shares of Restricted
        Stock in connection with the resale of such shares covered by an effective
        Registration Statement.

       

      6.4   Delay
        of Registration. 
        No
        Selling Stockholder shall have any right to obtain or seek an injunction
        restraining or otherwise delaying any such registration as the result of
        any
        controversy that might arise with respect to the interpretation or
        implementation of this Section 6.

       

      6.5   Expenses.

       

      (a)  For
        the
        purposes of this Section 6.5, the term "Registration Expenses" shall mean:
        all
        expenses incurred by the Company in complying with Section 6.2 of this
        Agreement, including, without limitation, all registration and filing fees,
        printing expenses, fees and disbursements of counsel and independent public
        accountants for the Company, fees under state securities laws, fees of the
        National Association of Securities Dealers, Inc. ("NASD"), fees and expenses
        of
        listing shares of Restricted Stock on any securities exchange or automated
        quotation system on which the Company's shares are listed and fees of transfer
        agents and registrars. The term "Selling Expenses" shall mean: all underwriting
        discounts and selling commissions applicable to the sale of Restricted Stock
        and
        all accountable or non-accountable expenses paid to any underwriter in respect
        of such sale.

       

      (b)  Except
        as
        otherwise provided herein, the Company will pay all Registration Expenses
        in
        connection with the Registration Statements filed pursuant to Section 6.2
        of
        this Agreement. All Selling Expenses in connection with any Registration
        Statements filed pursuant to Section 6.2 of this Agreement shall be borne
        by the
        Selling Stockholders pro rata on the basis of the number of shares registered
        by
        each Selling Stockholder whose shares of Restricted Stock are covered by
        such
        Registration Statement, or by such persons other than the Company (except
        to the
        extent the Company may be a seller) as they may agree.

       

      6.6.   Obligations
        of the Selling Stockholders.

       

      (a)  In
        connection with each registration hereunder, each Selling Stockholder will
        furnish to the Company in writing such information with respect to it and
        the
        securities held by it and the proposed distribution by it, as shall be
        reasonably requested by the Company in order to assure compliance with
        applicable federal and state securities laws as a condition precedent to
        including the Selling Stockholder's Restricted Stock in the Registration
        Statement. Each Selling Stockholder shall also promptly notify the Company
        of
        any changes in such information included in the Registration Statement or
        prospectus as a result of which there is an untrue statement of material
        fact or
        an omission to state any material fact required or necessary to be stated
        therein in order to make the statements contained therein not misleading
        in
        light of the circumstances under which they were made.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      (b)  In
        connection with the filing of the Registration Statement, each Selling
        Stockholder shall furnish to the Company in writing such information and
        affidavits as the Company reasonably requests for use in connection with
        such
        Registration Statement or prospectus.

       

      (c)  In
        connection with each registration pursuant to this Agreement, each Selling
        Stockholder agrees that it will not effect sales of any Restricted Stock
        until
        notified by the Company of the effectiveness of the Registration Statement,
        and
        thereafter will suspend such sales after receipt of telegraphic or written
        notice from the Company to suspend sales to permit the Company to correct
        or
        update a Registration Statement or prospectus. At the end of any period during
        which the Company is obligated to keep a Registration Statement current,
        each
        Selling Stockholder shall discontinue sales of Restricted Stock pursuant
        to such
        Registration Statement upon receipt of notice from the Company of its intention
        to remove from registration the Restricted Stock covered by such Registration
        Statement that remains unsold, and each Selling Stockholder shall notify
        the
        Company of the number of shares registered which remain unsold immediately
        upon
        receipt of such notice from the Company.

       

      6.7   Information
        Blackout and Holdbacks.

       

      (a)  At
        any
        time when a Registration Statement effected pursuant to Section 6.2 is
        effective, upon written notice from the Company to Purchaser that the Company
        has determined in good faith that the sale of Restricted Stock pursuant to
        the
        Registration Statement would require disclosure of non-public material
        information, Purchaser shall suspend sales of Restricted Stock pursuant to
        such
        Registration Statement until such time as the Company notifies Purchaser
        that
        such material information has been disclosed to the public or has ceased
        to be
        material, or that sales pursuant to such Registration Statement may otherwise
        be
        resumed.

       

      (b)  Notwithstanding
        any other provision of this Agreement, Purchaser shall not effect any public
        sale or distribution (including sales pursuant to Rule 144 under the Securities
        Act), if and when available, of equity securities of the Company, or any
        securities convertible into or exchangeable or exercisable for such securities,
        during the thirty (30) days prior to the commencement of any primary offering
        to
        be undertaken by the Company of shares of its unissued Common Stock ("Primary
        Offering"), which may also include other securities, and ending one hundred
        twenty (120) days after completion of any such Primary Offering, unless the
        Company, in the case of a non-underwritten Primary Offering, or the managing
        underwriter, in the case of an underwritten Primary Offering, otherwise
        agree.

       

      6.8   Indemnification.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      (a)  The
        Company agrees to indemnify, to the extent permitted by law, each Selling
        Stockholder, such Selling Stockholder’s respective partners, officers,
        directors, underwriters and each Person who controls any Selling Stockholder
        (within the meaning of the Securities Act) against all losses, claims, damages,
        liabilities and expenses caused by (i) any untrue statement of or alleged
        untrue
        statement of material fact contained in the Registration Statement, prospectus
        or preliminary prospectus or any amendment or supplement thereto, (ii) any
        omission of or alleged omission of a material fact required to be stated
        therein
        or necessary to make the statements therein not misleading, or (iii) any
        violation or alleged violation by the Company of the Securities Act, the
        Exchange Act, any state securities law or any rule or regulation promulgated
        under the Securities Act, the Exchange Act or any state securities law in
        connection with the offering covered by such Registration Statement
        ("Violations"); provided,
        however,
        that
        the indemnity agreement contained in this Section 6.8(a) shall not apply to
        amounts paid in settlement of any such loss, claim, damage, liability or
        action
        if such settlement is effected without the consent of the Company, which
        consent
        shall not be unreasonably withheld, nor shall the Company be liable in for
        any
        loss, claim, damage, liability or action to the extent that it arises out
        of or
        is based upon a Violation which occurs in reliance upon and in conformity
        with
        information furnished to the Company by such Selling Stockholder, partner,
        officer, director, underwriter or controlling person of such Selling
        Stockholder.

       

      (b)  To
        the
        extent permitted by law, each Selling Stockholder shall indemnify and hold
        harmless the Company, each of its directors, its officers and each person,
        if
        any, who controls the Company within the meaning of the Securities Act, any
        underwriter and any other Selling Stockholder selling securities under such
        registration statement or any of such other Selling Stockholder’s partners,
        directors or officers or any person who controls such Selling Stockholder,
        against any losses, claims, damages or liabilities (joint or several) to
        which
        the Company or any such director, officer, controlling person, underwriter
        or
        other such Selling Stockholder, or partner, director, officer or controlling
        person of such other Selling Stockholder, may become subject under the
        Securities Act, the Exchange Act or other federal or state law, insofar as
        such
        losses, claims, damages or liabilities (or actions in respect thereto) arise
        out
        of or are based upon any Violation, in each case to the extent (and only
        to the
        extent) that such Violation occurs (i) in reliance upon and in conformity
        with
        information furnished by such Selling Stockholder to the Company, (ii) as
        a
        result of any failure to deliver a copy of the prospectus relating to such
        Registration Statement, or (iii) as a result of any disposition of the
        Restricted Stock in a manner that fails to comply with the permitted methods
        of
        distribution identified within the Registration Statement.

       

      (c)  Any
        Person entitled to indemnification hereunder shall (i) give prompt written
        notice to the indemnifying party of any claim with respect to which it seeks
        indemnification (provided that the failure to give prompt notice shall not
        impair any Person's right to indemnification hereunder to the extent such
        failure has not prejudiced the indemnifying party), and (ii) unless in such
        indemnified party's reasonable judgment a conflict of interest between such
        indemnified and indemnifying parties may exist with respect to such claim,
        permit such indemnifying party to assume the defense of such claim with counsel
        reasonably satisfactory to the indemnified party. If such defense is assumed,
        the indemnifying party shall not be subject to any liability for any settlement
        made by the indemnified party without its consent (but such consent shall
        not be
        unreasonably withheld). An indemnifying party who is not entitled to, or
        elects
        not to, assume the defense of a claim shall not be obligated to pay the fees
        and
        expenses of more than one counsel for all parties indemnified by such
        indemnifying party with respect to such claim, unless in the reasonable judgment
        of any indemnified party a conflict of interest may exist between such
        indemnified party and any other of such indemnified parties with respect
        to such
        claim.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      (d)  If
        the
        indemnification provided for in this Section 6.8 is held by a court of
        competent jurisdiction to be unavailable to an indemnified party with respect
        to
        any losses, claims, damages or liabilities referred to herein, the indemnifying
        party, in lieu of indemnifying such indemnified party thereunder, shall to
        the
        extent permitted by applicable law contribute to the amount paid or payable
        by
        such indemnified party as a result of such loss, claim, damage or liability
        in
        such proportion as is appropriate to reflect the relative fault of the
        indemnifying party on the one hand and of the indemnified party on the other
        in
        connection with the violation(s) described in Section 6.8(a) that resulted
        in
        such loss, claim, damage or liability, as well as any other relevant equitable
        considerations. The relative fault of the indemnifying party and of the
        indemnified party shall be determined by a court of law by reference to,
        among
        other things, whether the untrue or alleged untrue statement of a material
        fact
        or the omission to state a material fact relates to information supplied
        by the
        indemnifying party or by the indemnified party and the parties’ relative intent,
        knowledge, access to information and opportunity to correct or prevent such
        statement or omission; provided,
        that in
        no event shall any contribution by a Selling Stockholder hereunder exceed
        the
        net proceeds from the offering received by such Selling
        Stockholder.

       

      (e)  The
        indemnification provided for under this Agreement shall remain in full force
        and
        effect regardless of any investigation made by or on behalf of the indemnified
        party or any officer, director or controlling Person of such indemnified
        party
        and shall survive the transfer of securities. The Company also agrees to
        make
        such provisions as are reasonably requested by any indemnified party for
        contribution to such party in the event the Company's indemnification is
        unavailable for any reason. 

       

      7.  Confidentiality.
        Purchaser acknowledges and agrees that:

       

      (a)  All
        of
        the information contained herein and in the other Offering Documents is of
        a
        confidential nature and may be regarded as material non-public information
        under
        Regulation FD of the Securities Act.

       

      (b)  This
        Agreement and the other Offering Documents have been furnished to Purchaser
        by
        the Company for the sole purpose of enabling Purchaser to consider and evaluate
        an investment in the Company, and will be kept confidential by Purchaser
        and not
        used for any other purpose.

       

      (c)  The
        existence of this Agreement and the information contained herein shall not,
        without the prior written consent of the Company, be disclosed by Purchaser
        to
        any person or entity, other than Purchaser’s personal financial and legal
        advisors for the sole purpose of evaluating an investment in the Company,
        and
        Purchaser will not, directly or indirectly, disclose or permit Purchaser’s
        personal financial and legal advisors to disclose, any of such information
        without the prior written consent of the Company.

       

      (d)  Purchaser
        shall make its representatives aware of the terms of this section and to
        be
        responsible for any breach of this Agreement by such representatives.


       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      (e)  Purchaser
        shall not, without the prior written consent of the Company, directly or
        indirectly, make any statements, public announcements or release to trade
        publications or the press with respect to the subject matter of this Agreement
        and the other Offering Documents. 

       

      (f)  If
        Purchaser decides to not pursue further investigation of the Company or to
        not
        participate in the Offering, Purchaser will promptly return this Agreement,
        the
        other Offering Documents and any accompanying documentation to the
        Company.

       

      8.  Non-Public
        Information.Purchaser
        acknowledges that information concerning the matters that are the subject
        matter
        of this Agreement may constitute material non-public information under United
        States federal securities laws, and that United States federal securities
        laws
        prohibit any person who has received material non-public information relating
        to
        the Company from purchasing or selling securities of the Company, or from
        communicating such information to any person under circumstances in which
        it is
        reasonably foreseeable that such person is likely to purchase or sell securities
        of the Company. Accordingly, until such time as any such non-public information
        has been adequately disseminated to the public, Purchaser shall not purchase
        or
        sell any securities of the Company, or communicate such information to any
        other
        person.

       

      9.  Entire
        Agreement.
        This
        Agreement contains the entire agreement between the parties and supersedes
        all
        prior agreements and understandings, both written and oral, between the parties
        with respect to the subject matter hereto, and no party shall be liable or
        bound
        to any other party in any manner by any warranties, representations, guarantees
        or covenants except as specifically set forth in this Agreement. Nothing
        in this
        Agreement, express or implied, is intended to confer upon any party other
        than
        the parties hereto or their respective successors and assigns any rights,
        remedies, obligations or liabilities under or by reason of this Agreement,
        except as expressly provided in this Agreement.

       

      10.  Amendment
        and Modification.
        This
        Agreement may not be amended, modified or supplemented except by an instrument
        or instruments in writing signed by the party against whom enforcement of
        any
        such amendment, modification or supplement is sought.

       

      11.  Extensions
        and Waivers.
        At any
        time prior to the Closing, the parties hereto entitled to the benefits of
        a term
        or provision may (a) extend the time for the performance of any of the
        obligations or other acts of the parties hereto, (b) waive any inaccuracies
        in
        the representations and warranties contained herein or in any document,
        certificate or writing delivered pursuant hereto, or (c) waive compliance
        with
        any obligation, covenant, agreement or condition contained herein. Any agreement
        on the part of a party to any such extension or waiver shall be valid only
        if
        set forth in an instrument or instruments in writing signed by the party
        against
        whom enforcement of any such extension or waiver is sought. No failure or
        delay
        on the part of any party hereto in the exercise of any right hereunder shall
        impair such right or be construed to be a waiver of, or acquiescence in,
        any
        breach of any representation, warranty, covenant or agreement.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      12.  Successors
        and Assigns.
        This
        Agreement shall be binding upon and inure to the benefit of the parties hereto
        and their respective successors and assigns, provided, however, that no party
        hereto may assign its rights or delegate its obligations under this Agreement
        without the express prior written consent of the other party hereto. Except
        as
        provided in Sections 5 and 6, nothing in this Agreement is intended to confer
        upon any person not a party hereto (and their successors and assigns) any
        rights, remedies, obligations or liabilities under or by reason of this
        Agreement.

       

      13.  Survival
        of Representations, Warranties and Covenants.
        The
        representations and warranties contained herein shall survive the Closing
        and
        shall thereupon terminate 18 months from the Closing, except that the
        representations contained in Sections 3(a), 3(b), 4(a), and 4(b) shall survive
        indefinitely. All covenants and agreements contained herein which by their
        terms
        contemplate actions following the Closing shall survive the Closing and remain
        in full force and effect in accordance with their terms. All other covenants
        and
        agreements contained herein shall not survive the Closing and shall thereupon
        terminate.

       

      14.  Headings;
        Definitions.
        The
        Section headings contained in this Agreement are inserted for convenience
        of
        reference only and will not affect the meaning or interpretation of this
        Agreement. All references to Sections contained herein mean Sections of this
        Agreement unless otherwise stated. All capitalized terms defined herein are
        equally applicable to both the singular and plural forms of such
        terms

       

      15.  Severability.
        If any
        provision of this Agreement or the application thereof to any person or
        circumstance is held to be invalid or unenforceable to any extent, the remainder
        of this Agreement shall remain in full force and effect and shall be reformed
        to
        render the Agreement valid and enforceable while reflecting to the greatest
        extent permissible the intent of the parties.

       

      16.  Notices.
        All
        notices hereunder shall be sufficiently given for all purposes hereunder
        if in
        writing and delivered personally, sent by documented overnight delivery service
        or, to the extent receipt is confirmed, telecopy, telefax or other electronic
        transmission service to the appropriate address or number as set forth
        below:

       

      If
        to
        the Company:

       

      SYDYS
        Corporation

      7
        Orchard
        Lane

      Lebanon,
        NJ 08833

      Attention:
        Chief Executive Officer

      


      with
        a
        copy to:

       

      Fox
        Rothschild LLP

      997
        Lenox
        Drive

      Building
        3

      Lawrenceville,
        NJ 08648-2311

      Attention:
        Vincent A. Vietti, Esquire

      


      If
        to
        Purchaser:

       

      To
        that
        address indicated on the signature page hereof.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      17.  Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of Nevada, without regard to the laws that might otherwise govern under
        applicable principles of conflicts of laws thereof.

       

      18.  Arbitration.If
        a
        dispute arises as to the interpretation of this Agreement, it shall be decided
        in an arbitration proceeding conforming to the Rules of the American Arbitration
        Association applicable to commercial arbitration then in effect at the time
        of
        the dispute. The arbitration shall take place in New Jersey. The decision
        of the
        arbitrators shall be conclusively binding upon the parties and final, and
        such
        decision shall be enforceable as a judgment in any court of competent
        jurisdiction. The parties shall share equally the costs of the
        arbitration.

       

      19.  Counterparts.
        This
        Agreement may be executed and delivered by facsimile in two or more
        counterparts, each of which shall be deemed to be an original, but all of
        which
        together shall constitute one and the same agreement.

      



      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, intending to be legally bound, the parties hereto have caused
        this Agreement to be executed as of the date set forth below.

       

      


       

      
        	
                 

                 

                 

                 

                Date:
                  ____________________

              	
                PURCHASER

                 

                 

                 

                _____________________________________

                 

                 

                 

                By:___________________________________

                Name:

                Title:

                Address:___________________________

                _____________________________________

                _____________________________________

                 

                 

              
	
                 

              	
                 

              
	
                 

              	
                 

              
	
                 

              	
                Number
                  of Shares Purchased: ______________

                 

                Purchase
                  Price 

                @
                  $0.30 per Share: $______________________

              
	
                 

              	
                 

              
	
                 

              	
                 

              
	
                 

                 

                 

                Date:____________________

              	
                SYDYS
                  CORPORATION

                 

                 

                 

                By:___________________________________

                Kenneth
                  J. Koock

                Chief
                  Executive Officer

              
	
                 

              	
                 

              
	
                 

              	
                 

              


      

      
20