**Restricted
        Equity Purchase Agreement**
  THIS Restricted
        Equity Purchase Agreement (this
“ Agreement ”)
        is
        made and entered into as of May
        14,
        2007 **,** between **** Airbee
        Wireless, Inc. , a
        Delaware corporation ( the
        “Company”), and Mercatus & Partners Limited a United Kingdom Private Limited
        Company (the “ Purchaser ”).
  WHEREAS,
        PURCHASER desires to purchase Shares of the Company; and
  WHEREAS,
        Company desires for Purchaser to purchase Shares of the Company.
 
 NOW,
        THEREFORE, subject to the terms and conditions set forth in this Agreement,
        for
        good, valuable and binding consideration, the receipt and sufficiency of
        which
        are hereby acknowledged, the parties hereto, intending to be legally bound
        hereby, now agree as follows:
 
 **ARTICLE
        I**
  **INTRODUCTION
        AND DEFINITIONS**
  This
        Agreement is entered into by the parties for purchase of equity shares of
        the
        Company by the Purchaser. This
        is a delayed purchase transaction not an immediate funding .
        The Company
        recognizes and agrees that the Purchaser shall have up to thirty (30) days,
        as
        set forth in this Agreement to tender the Purchase Price to the Company through
        the intermediary Custodian and Purchaser, once the valuation and purchase
        of the
        shares is made in accordance with the terms of this Agreement. The Company
        shall
        have the right to contact the Custodian administrator for Purchaser account
        verification and for confirmation of the share status, location and control.
        Purchaser shall have up to thirty (30) days from the date of delivery of
        the
        Shares in the name of the Purchaser to the Custodian to pay the Purchase
        Price.
 
 
 Certain
        Definitions .
        As used
        in this Agreement, and unless the context requires a different meaning, the
        following terms have the meanings indicated:
  “ Affiliate ”
means,
        with respect to any Person, any Person that, directly or indirectly, controls,
        is controlled by or is under common control with such Person. For the purposes
        of this definition, “control” (including, with correlative meanings, the terms “ controlled
        by ”
and
        “ under
        common control with ”)
        shall
        mean the possession, directly or indirectly, of the power to direct or cause
        the
        direction of the management and policies of such Person, whether through
        the
        ownership of voting securities or by contract or otherwise.
 
 “ Agreement ”
shall
        have the meaning set forth in the introductory paragraph of this
        Agreement.
 
 “ Attorney-in-fact ”
means
        the agent of the Purchaser or Designee, R.
        Matthew Tullis .
        The
        attorney-in-fact, R.
        Matthew Tullis ,
        has
        limited oversight authority of the Purchaser and the Custodian to submit
        terms
        sheets, execute the Agreement as well as oversight authority, verify share
        deposit, valuation process and share transaction status.
  1
 “ Business
        Day ”
means
        any day except Saturday, Sunday, any day which shall be a legal holiday or
        a day
        on which banking institutions in the State of New York are authorized or
        required by law or other government actions to close.
  “ Change
        of Control” means
        the acquisition, directly or indirectly, by any Person of ownership of, or
        the
        power to direct the exercise of voting power with respect to, a majority
        of the
        issued and outstanding voting shares of the Company.
  “ Closing ”
or
        " Closing
        Date "
        shall
        be the date of the
        payment by the Purchaser of the Purchase Price.
 
 “ Company ”
shall
        mean (Company) as set forth in the introductory paragraph.
 
 " Control
        Person "
        shall
        have the meaning set forth in Section 4.10(a) (i).
 
 “ Custodian ”
        means a
        financial institution that has the legal responsibility for a customer's
        securities. This implies management as well as safekeeping. The Custodian
        for
        this Agreement is named in  **Schedule** **1** .
 
 “ Default ”
means
        any event or condition which constitutes an Event of Default or which with
        the
        giving of notice or lapse of time or both would, unless cured or waived,
        become
        an Event of Default.
 
 “ Depository” means a company which
        holds securities deposited by others, and where exchanges of these securities
        take place.
 
 “ Disclosure
        Documents ”
means
        the Company’s reports filed under the Exchange Act with the SEC.
 
 “ Event
        of Default ”
shall
        have the meaning set forth in Section
        3.1(i) .
 
 “ Exchange
        Act ”
means
        the Securities Exchange Act of 1934, as amended.
 
 “ Execution
        Date ”
means
        the date of this Agreement first written above.
 
 “ Final
        Market Price ”
means
        the average of the last sale price for the Common Stock of the Company as
        reported on the OTCBB Over-The-Counter (OTC) listing service, for the ten
        (10)
        Business days immediately preceding the Closing. Final Market Price shall
        be
        agreed to by the parties as evidenced by the execution by both Company and
        Purchaser of the Funding Addendum **Schedule
        2** ,
        which
        is made a part of this Agreement.
 
 “ Final
        Purchase Price’ ”
means
        the Final Market Price multiplied by the Purchase Price Percentage.
 
 2
 “ Funding
        Addendum ” **Schedule
        2** shall
        mean the instructions provided to Purchaser by Company setting out the Final
        Market Price and directing how the Purchase Price is to be
        remitted.
 
 “ Indemnified
        Party ”
shall
        have the meaning set forth in Section
        4.10(b) .
 
 “ Indemnifying
        Party ”
shall
        have the meaning set forth in Section
        4.10(b).
 
 " Losses "
        shall
        have the meaning set forth in Section 4.10(a) (i).
  " Material
        Adverse Effect "
        shall
        have the meaning set forth in Section 3.1(a).
 
 “ NASD ”
means
        the National Association of Securities Dealers, Inc.
 
 “ NASDAQ ”
shall
        mean the Nasdaq Stock Market, Inc. ®
 
 **“** Number
        of Shares” means
        the number of shares to be received by the Custodian which is thirty three
        million three hundred thirty four thousand (33,334,000) shares.
 
 “ OTCBB ”
shall
        mean the NASD over-the counter Bulletin Board ® .
 
 “ Person ”
means
        an individual or a corporation, partnership, trust, incorporated or
        unincorporated association, joint venture, limited liability company, joint
        stock company, government (or an agency or political subdivision thereof)
        or
        other entity of any kind.
 
 “ Proceeding ”
means
        an action, claim, suit, investigation or proceeding (including, without
        limitation, an investigation or partial proceeding, such as a deposition),
        whether commenced or threatened.
 
 “ Purchase
        Price ”
shall
        have the meaning set forth in Article
        II .
 
 “ Purchase
        Price Percentage ”
means
        forty five percent (45%).
 
 “ Purchaser ”
shall
        have the meaning set forth in the introductory paragraph.
 
 “ Reporting
        Issuer ”
means
        a
        company that is subject to the reporting requirements of Section 13 or 15(d)
        of
        the Exchange Act.
 
 “ Required
        Approvals ”
shall
        have the meaning set forth in Section
        3.1(g) .
 
 “ Securities ”
means
        the Common Stock and stock of any other class into which such shares may
        hereafter have been reclassified or changed.
 
 “ SEC ”
means
        the Securities and Exchange Commission.
 
 “ Securities
        Act ”
means
        the Securities Act of 1933, as amended.
 
 “ Shares ”
shall
        have the meaning set forth in
        Article II.
 
 3
 “ Subsidiaries ”
shall
        have the meaning set forth in
        Section 3.1(a) .
 
 “ Trading
        Day ”
means
        (a) a day on which the Common Stock is quoted on NASDAQ, the OTCBB or the
        principal stock exchange on which the Common Stock has been listed, or (b)
        if
        the Common Stock is not quoted on NASDAQ, the OTCBB or any stock
        exchange.
 
 “ Transaction
        Documents ”
means
        this Agreement and all exhibits and schedules hereto, and all other documents,
        instruments and writings required pursuant to this Agreement.
 
 “ U.S. ”
means
        the United States of America.
 
   **ARTICLE
        II**
  The Purchaser hereby
        agrees to purchase 33,334,000 shares of the
        Common Stock, par
        value $0.00004 per share of the Company
        (the "Shares") .
        The
        Purchase Price to be paid by the Purchaser shall be determined at Closing.
        The
        Purchase Price shall be the Final Purchase Price as defined herein multiplied
        by
        the Number of Shares deposited with the Custodian.
 I
 **ARTICLE
        III**
  **REPRESENTATIONS
        AND WARRANTIES**
  3.1  Representations,
        Warranties and Agreements of the Company .
        The
        Company hereby makes the following representations and warranties to the
        Purchaser, all of which shall survive the Closing:
  (a)  Organization
        and Qualification .
        The
        Company is a publicly traded corporation, duly incorporated, validly existing
        and in good standing under the laws of the State of Delaware,
        with the requisite corporate power and authority to own and use its properties
        and assets and to carry on its business as currently conducted. The Company
        has
        no subsidiaries other than as set forth on Schedule
        3.1(a) attached
        hereto (collectively, the “ Subsidiaries ”).
        Each
        of the Subsidiaries is a corporation, duly incorporated, validly existing
        and in
        good standing under the laws of the jurisdiction of its incorporation, with
        the
        full corporate power and authority to own and use its properties and assets
        and
        to carry on its business as currently conducted. Each of the Company and
        the
        Subsidiaries is duly qualified to do business and is in good standing as
        a
        foreign corporation in each jurisdiction in which the nature of the business
        conducted or property owned by it makes such qualification necessary, except
        where the failure to be so qualified or in good standing, as the case may
        be,
        would not, individually or in the aggregate, have a material adverse effect
        on
        the results of operations, assets, prospects, or financial condition of the
        Company and the Subsidiaries, taken as a whole (a “ Material
        Adverse Effect ”).
  4
 (b)  Authorization,
        Enforcement .
        The
        Company has the requisite corporate power and authority to enter into and
        to
        consummate the transactions contemplated hereby and by each other Transaction
        Document and otherwise to carry out its obligations hereunder and thereunder.
        The execution and delivery of this Agreement and each of the other Transaction
        Documents by the Company and the consummation by it of the transactions
        contemplated hereby and thereby has been duly authorized by all necessary
        action
        on the part of the Company. This Agreement and each of the other Transaction
        Documents has been or will be duly executed by the Company and when delivered
        in
        accordance with the terms hereof or thereafter will constitute the valid
        and
        binding obligation of the Company enforceable against the Company in accordance
        with its terms, except as such enforceability may be limited by applicable
        bankruptcy, insolvency, reorganization, moratorium, liquidation or similar
        laws
        relating to, or affecting generally the enforcement of, creditors’ rights and
        remedies or by other equitable principles of general application.
  (c)  Capitalization .
        The
        authorized, issued and outstanding capital stock of the Company is set forth
        on Schedule
        3.1(c). No
        shares of Common Stock are entitled to preemptive or similar rights, nor
        is any
        holder of the Common Stock entitled to preemptive or similar rights arising
        out
        of any agreement or understanding with the Company by virtue of this Agreement.
        Except as disclosed in Schedule
        3.1(c), there
        are no outstanding options, warrants, scripts ,
        rights
        to subscribe to, registration rights, calls or commitments of any character
        whatsoever relating to securities, rights or obligations convertible into
        or
        exchangeable for, or giving any person any right to subscribe for or acquire,
        any shares of Common Stock, or contracts, commitments, understandings, or
        arrangements by which the Company or any Subsidiary is or may become bound
        to
        issue additional shares of Common Stock, or securities or rights convertible
        or
        exchangeable into shares of Common Stock. Neither the Company nor any Subsidiary
        is in violation of any of the provisions of its Certificate of Incorporation,
        bylaws or other charter documents.
  (d)  Issuance
        of Securities .
        The
        Shares have been duly and validly authorized for issuance, offer and sale
        pursuant to this Agreement and, when issued and delivered as provided hereunder
        against payment in accordance with the terms hereof, shall be valid and binding
        obligations of the Company enforceable in accordance with their respective
        terms.
  (e)  Use
        of
        Proceeds .
        The
        proceeds from the sale of shares shall be used by the Company for payment
        of
        obligations and general working capital needs consistent with financial budgets
        and approved from time to time by the Board of Directors.
  (f)  No
        Conflicts .
        The
        execution, delivery and performance of this Agreement and the other Transaction
        Documents by the Company and the consummation by the Company of the transactions
        contemplated hereby and thereby do not and will not (i) conflict with or
        violate
        any provision of its Certificate of Incorporation or bylaws (each as amended
        through the date hereof) or (ii) be subject to obtaining any consents except
        those referred to in Section
        3.1(f) ,
        conflict with, or constitute a default (or an event which with notice or
        lapse
        of time or both would become a default) under, or give to others any rights
        of
        termination, amendment, acceleration or cancellation of, any agreement,
        indenture or instrument to which the Company is a party, or (iii) result
        in a
        violation of any law, rule, regulation, order, judgment, injunction, decree
        or
        other restriction of any court or governmental authority to which the Company
        or
        its Subsidiaries is subject (including, but not limited to, those of other
        countries and the federal and state securities laws and regulations), or
        by
        which any property or asset of the Company or its Subsidiaries is bound or
        affected, except in the case of clause (ii), such conflicts, defaults,
        terminations, amendments, accelerations, cancellations and violations as
        would
        not, individually or in the aggregate, have a Material Adverse Effect. The
        business of the Company and its Subsidiaries is not being conducted in violation
        of any law, ordinance or regulation of any governmental authority.
  5
 (g)  Consents
        and Approvals .
        Except
        as specifically set forth in **** Schedule
        3.1(g), neither
        the Company nor any Subsidiary is required to obtain any consent, waiver,
        authorization or order of, or make any filing or registration with, any court
        or
        other federal, state, local or other governmental authority or other Person
        in
        connection with the execution, delivery and performance by the Company of
        this
        Agreement and each of the other Transaction Documents (together with the
        consents, waivers, authorizations, orders, notices and filings referred to
        herein or in Schedule **** 3.1(g) ,
        the
“ Required
        Approvals ”).
  (h)  Litigation;
        Proceedings .
        Except
        as specifically disclosed in **** Schedule
        3.1(h), there is
        no action, suit, notice of violation, proceeding or investigation pending
        or, to
        the best knowledge of the Company, threatened against or affecting the Company
        or any of its Subsidiaries or any of their respective properties before or
        by
        any court, governmental or administrative agency or regulatory authority
        (federal, state, county, local or foreign) which (i) relates to or challenges
        the legality, validity or enforceability of any of the Transaction
        Documents or the
        Shares, (ii) could, individually or in the aggregate, have a Material Adverse
        Effect or (iii) could, individually or in the aggregate, materially impair
        the
        ability of the Company to perform fully on a timely basis its obligations
        under
        the Transaction Documents.
  (i)  No
        Default or Violation .
        Except
        as set forth in Schedule
        3.1(i) hereto,
        neither the Company nor any Subsidiary (i) is in default under or in violation
        of any indenture, loan or credit agreement or any other agreement or instrument
        to which it is a party or by which it or any of its properties is bound,
        except
        such conflicts or defaults as do not have a Material Adverse Effect, (ii)
        is in
        violation of any order of any court, arbitrator or governmental body, except
        for
        such violations as do not have a Material Adverse Effect, or (iii) is in
        violation of any statute, rule or regulation of any governmental authority
        which
        could (individually or in the aggregate) adversely
        affect the legality, validity or enforceability of this Agreement, have
        a
        Material Adverse Effect or adversely impair the Company’s ability or obligation to perform fully on a
        timely basis its obligations under this Agreement.
  (j)  Disclosure
        Documents .
        The
        Disclosure Documents are accurate in all material respects and do not contain
        any untrue statement of material fact or omit to state any material fact
        necessary in order to make the statements made therein, in light of the
        circumstances under which they were made, not misleading. Violation of this
        clause is and will be considered grounds for default and could result in
        the
        termination of this Agreement .
  6
 (k)  Non-Registered
        Offerin g
        Neither
        the Company nor any Person acting on its behalf has taken or will take any
        action (including, without limitation, any offering of any securities of
        the
        Company under circumstances which would require the integration of such offering
        with the offering of the Shares under the Securities Act) which might subject
        the offering, issuance or sale of the Shares to the registration requirements
        of
        Section 5 of the Securities Act.
  (l)  Registration
        Rights .
        The
        Company agrees: (1) to
        instruct and require its transfer
        agent to remove the restrictive legend upon the request of Purchaser if the
        Shares are eligible for resale under Rule 144(k) promulgated under the
        Securities Act or if the resale of the Shares has been registered under the
        Securities Act; (2) there will be no trading by affiliates of the Company
        (as
        defined in the Securities Act) within thirty
        ( 30 ) days of
        the Closing; or (3) there will be no selling by affiliates of the Company
        during
        the fifteen
        (15) months subsequent to the
        date
        of Closing or three (3) months following the registration of Purchaser shares,
        whichever is sooner. The
        Company covenants and agrees that, in the event the Purchaser is deemed to
        be an
        "affiliate" of the Company pursuant to the Securities Act, as of or at
        any time subsequent to the second anniversary of the Closing Date, the
        Company will, within 120 days of the Company’s receipt of the Purchaser's
        request, file a registration statement with the SEC to register for immediate
        resale pursuant to the Securities Act all Shares then held by the Purchaser
        (including any shares of common stock issuable upon conversion of the Shares
        then held by the Purchaser) (the “Registrable
        Securities”). The
        Company shall use its commercially reasonable efforts to cause such registration
        statement to be declared effective under the Securities Act as promptly as
        possible after the filing thereof. The Company shall use its reasonable
        commercial efforts to keep such registration statement continuously effective
        under the Securities Act until the date which is the earlier date of when
        (i)
        all Registrable Securities have been sold, or (ii) all Registrable Securities
        covered by such registration statement may be sold immediately without
        registration under the Securities Act and without volume restrictions pursuant
        to Rule 144(k). The
        Company shall pay all expenses of such registration, including registration
        and
        filing fees, "blue sky" fees and expenses and reasonable fees and expenses
        of one counsel to the Purchaser, such fee not to exceed $15,000. All
        selling commissions applicable to the sale of Registrable Securities, including
        any fees and disbursements of any special counsel to the Purchaser beyond
        those
        included above, shall not be the responsibility of the Company. The
        Company and the Purchaser agree that the determination of the Purchaser's
        status
        as an "affiliate" will be made by counsel to the Purchaser in good faith
        after
        consultation with counsel to the Company.
  (m)  Regulation
        S .
        Neither
        the Company nor any affiliate or any person acting on the Company's behalf,
        has
        made or is aware of any “directed selling efforts” in the United States, which
        is defined in Regulation S to be any activity undertaken for the purpose
        of, or
        that could reasonably be expected to have the effect of, conditioning the
        market
        in the United States for any of the Shares being purchased hereby.
  7
 (n)   Due
        Diligence . The
        Company agrees to cooperate with the Purchaser and provide access to the
        Company's books and records so that the Purchase is able to conduct a due
        diligence review of the Company and its business. The Purchaser shall have
        up to
        thirty (30) days following execution of this Agreement to conduct such due
        diligence review.
  (o)  Material
        Misrepresentations .
        The
        Company agrees that all materials and information it discloses or otherwise
        provides to the Purchaser relating to this Agreement and the transactions
        contemplated pursuant to this Agreement are accurate in all material respects
        and do not contain any untrue statement of material fact or omit to state
        any
        material face necessary in order to make the statements made therein, in
        light
        of the circumstances under which they were made, not misleading. Violation
        of
        this clause is and will be considered an event of default permitting the
        Purchaser to terminate the Agreement immediately.
  (p)  Company
        Funding Agent. In the
        event the Company has any agreement for compensation with any party to raise
        the
        funds on behalf of the Company ("Company Funding Agent Agreement"), the Company
        will disclose the terms of that Company Funding Agent Agreement to Purchaser
        prior to the execution of this Agreement. Following the execution of this
        Agreement, the Attorney-in-Fact shall be the Company contact for all information
        relating to the status of funding, location of Shares, settlement of the
        payment
        of the Purchase Price and any other information requests of the Company.
        Notwithstanding the above, in the event the Purchase Price is not paid as
        required herein, the Company
        may directly contact the Attorney-in-Fact to provide the Company
        notice of demand for the return of the Shares.
  The Purchaser acknowledges and agrees that the Company makes no
        representation or warranty with respect to the transactions contemplated
        hereby
        other than those specifically set forth in this Section 3.1.
  3.2  Representations
        and Warranties of the Purchaser .
        The
        Purchaser hereby represents and warrants to the Company as follows:
  (a)  Organization;
        Authority .
        The
        Purchaser is a corporation, duly organized, validly existing and in good
        standing under the laws of the jurisdiction of its formation with the requisite
        power and authority to enter into and to consummate the transactions
        contemplated hereby and by the other Transaction Documents and otherwise
        to
        carry out its obligations hereunder and thereunder. The acquisition of the
        Shares to be purchased by the Purchaser hereunder has been duly authorized
        by
        all necessary action on the part of the Purchaser. This Agreement has been
        duly
        executed and delivered by the Purchaser and constitutes the valid and legally
        binding obligation of the Purchaser, enforceable against it in accordance
        with
        its terms, except as such enforceability may be limited by applicable
        bankruptcy, insolvency, reorganization, moratorium or similar laws relating
        to,
        or affecting generally the enforcement of, creditors rights and remedies
        or by
        other general principles of equity.
  8
 (b)  Investment
        Intent .
        The
        Purchaser is acquiring the Shares to be purchased by it hereunder, for its
        own
        account for investment purposes only and not with a view to or for distributing
        or reselling such Shares, or any part thereof or interest therein. Purchaser’s
        right, subject to the provisions of this Agreement, to sell or otherwise
        dispose
        of all or any part of such Shares shall be in compliance with applicable
        federal
        and state securities laws.
  (c)  Experience
        of Purchaser .
        The
        Purchaser, either alone or together with its representatives, has such
        knowledge, sophistication and experience in business and financial matters
        so as
        to be capable of evaluating the merits and risks of an investment in the
        Shares
        to be acquired by it hereunder, and has so evaluated the merits and risks
        of
        such investment.
  (d)  Ability
        of Purchaser to Bear Risk of Investment .
        The
        Purchaser is able to bear the economic risk of an investment in the Shares
        to be
        acquired by it hereunder and, at the present time, is able to afford a complete
        loss of such investment.
  (e)  Reliance .
        The
        Purchaser understands and acknowledges that (i) the Shares being offered
        and
        sold to it hereunder are being offered and sold without registration under
        the
        Securities Act in a private placement that is exempt from the registration
        provisions of the Securities Act under Section 4(2) of the Securities Act
        and
        (ii) the availability of such exemption depends in part on, and that the
        Company
        will rely upon the accuracy and truthfulness of, the foregoing representations
        and such Purchaser hereby consents to such reliance.
  (f)  Regulation
        S .
        Purchaser understands and acknowledges that (A) the Shares have
        not
        been registered under the Securities Act, are being sold in reliance upon
        an
        exemption from registration afforded by Regulation S; and that such Shares
        have
        not been registered with any state securities commission or authority; (B)
        pursuant to the requirements of Regulation S, the Shares may not be transferred,
        sold or otherwise exchanged unless in compliance with the provisions of
        Regulation S and/or pursuant to registration under the Securities Act, or
        pursuant to an available exemption hereunder; and (C) Purchaser is under
        no
        obligation to register the Shares under the Securities Act or any state
        securities law, or to take any action to make any exemption from any such
        registration provisions available .
  Purchaser
        is not a U.S. person and is not acquiring the Shares for the account of any
        U.S.
        person; (B) no director or executive officer of Purchaser is a national or
        citizen of the United States; and (C) it is not otherwise deemed to be a
“U.S.
        Person” within the meaning of Regulation S.
 
 Purchaser
        was not formed specifically for the purpose of acquiring the Shares purchased
        pursuant to this Agreement.
 
 Purchaser
        is purchasing the Shares for its own account and risk and not for the account
        or
        benefit of a U.S. Person as defined in Regulation S and no other person has
        any
        interest in or participation in the Shares or any right, option, security
        interest, pledge or other interest in or to the Shares. Purchaser understands,
        acknowledges and agrees that it must bear the economic risk of its investment
        in
        the Shares for an indefinite period of time and that prior to any such offer
        or
        sale, the Company may require, as a condition to effecting a transfer of
        the
        Shares, an opinion of counsel, acceptable to the
        Company ,
        as to
        the registration or exemption therefrom under the Securities Act and any
        state
        securities acts, if applicable.
 
 9
 Purchaser
        will, after the expiration of the Restricted Period, as set forth under
        Regulation S Rule 903(b) (3) (iii) (A), offer, sell, pledge or otherwise
        transfer the Shares only in accordance with Regulation S, or pursuant to
        an
        available exemption under the Securities Act and, in any case, in accordance
        with applicable state securities laws or following the effective date of
        a
        Registration of the Shares by the Company. The transactions contemplated
        by this
        Agreement have neither been pre-arranged with a purchaser who is in the U.S.
        or
        who is a U.S. Person, nor are they part of a plan or scheme to evade the
        registration provisions of the United States federal securities
        laws.
 
 The
        offer
        leading to the sale evidenced hereby was made in an “offshore transaction.” For
        purposes of Regulation S, Purchaser understands that an “offshore transaction”
as defined under Regulation S is any offer or sale not made to a person in
        the
        United States and either (A) at the time the buy order is originated, the
        purchaser is outside the United States, or the seller or any person acting
        on
        his behalf reasonably believes that the purchaser is outside the United States;
        or (B) for purposes of (1) Rule 903 of Regulation S, the transaction is executed
        in, or on or through a physical trading floor of an established foreign exchange
        that is located outside the United States or (2) Rule 904 of Regulation S,
        the
        transaction is executed in, on or through the facilities of a designated
        offshore securities market, and neither the seller nor any person acting
        on its
        behalf knows that the transaction has been prearranged with a buyer in the
        U.S.
 
 Neither the
        Purchaser nor any
        affiliate or any person acting on the
        Purchaser's behalf,
        has made or is aware of any “directed selling efforts” in the United States,
        which is defined in Regulation S to be any activity undertaken for the purpose
        of, or that could reasonably be expected to have the effect of, conditioning
        the
        market in the United States for any of the Shares being purchased
        hereby.
 
 Purchaser
        understands that the Company is the seller of the Shares which are the subject
        of this Agreement, and that, for purpose of Regulation S, a “distributor” is any
        underwriter, dealer or other person who participates, pursuant to a contractual
        arrangement, in the distribution of securities offered or sold in reliance
        on
        Regulation S and that an “affiliate” is any partner, officer, director or any
        person directly or indirectly controlling, controlled by or under common
        control
        with any person in question. Purchaser agrees that Purchaser will not, during
        the Restricted Period set forth under Rule 903(b)(iii)(A), act as a distributor,
        either directly or through any affiliate, nor shall it sell, transfer,
        hypothecate or otherwise convey the Shares other than to a non-U.S. Person.
 
 Purchaser
        acknowledges that the Shares will bear a legend in the following
        form:
 
  THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN
        AN
“OFFSHORE TRANSACTION” IN RELIANCE UPON REGULATION S AS PROMULGATED BY THE
        SECURITIES AND EXCHANGE COMMISSION. ACCORDINGLY, THE SECURITIES REPRESENTED
        BY
        THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
        (THE
“ SECURITIES
        ACT ”)
        AND
        MAY NOT BE TRANSFERRED OTHER THAN IN ACCORDANCE WITH REGULATION S, PURSUANT
        TO
        REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
        FROM REGISTRATION UNDER THE SECURITIES ACT, THE AVAILABILITY OF WHICH IS
        TO BE
        ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
  10
 The
        Company acknowledges and agrees that the Purchaser makes no representations
        or
        warranties with respect to the transactions contemplated hereby other than
        those
        specifically set forth in this Section
        3.2 .
   **ARTICLE
        IV**
   **OTHER
        AGREEMENTS OF THE PARTIES**
  4.1  Manner
        of Sale .
        The
        Shares are being issued pursuant to Section 4(2) of
        the Securities Act, and Rule 506 of Regulation D and Regulation S thereunder.
  4.2  Non-Shorting .
        Purchaser agrees to not engage in short sales of the Shares nor has it engaged
        in short sales of the Shares.
 
 4.3  Notice
        of Certain Events .
        For so
        long as the Purchaser shall own any Shares, the Company shall, on a continuing
        basis, (i) advise the Purchaser promptly after obtaining knowledge of, and,
        if
        requested by the Purchaser, confirm such advice in writing, of the issuance
        by
        any state securities commission of any stop order suspending the qualification
        or exemption from qualification of the Shares, for offering or sale in any
        jurisdiction, or the initiation of any proceeding for such purpose by any
        state
        securities commission or other regulatory authority, (ii) use its best efforts
        to prevent the issuance of any stop order or order suspending the qualification
        or exemption from qualification of the Shares under any state securities
        or Blue
        Sky laws, and (iii) if at any time any state securities commission or other
        regulatory authority shall issue an order suspending the qualification or
        exemption from qualification of the Shares under any such laws, use its
        best efforts to obtain the withdrawal or lifting of such order at the earliest
        possible time. For so long as the Purchaser shall own any Shares and during
        any
        period in which the Company has not filed all forms, reports and documents
        required to be filed by it with the SEC, the Company shall advise the Purchaser
        promptly after obtain knowledge of any event that makes any statement of
        a
        material fact made by the Company in Section
        3.1 or in
        the Disclosure Documents untrue or that requires the making of any additions
        to
        or changes in Section
        3.1 or in
        the Disclosure Documents in order to make the statements therein, in the
        light
        of the circumstances under which they are made, not misleading.
  4.4  Blue
        Sky Laws .  The
        Company shall cooperate with the Purchaser in connection with the exemption
        from
        registration of the Shares under the securities or Blue Sky laws of such
        jurisdictions as the Purchaser may
        request; provided , however ,
        that
        neither the Company nor its Subsidiaries shall be required in connection
        therewith to qualify as a foreign corporation where they are not now so
        qualified. The Company agrees that it will execute all necessary documents
        and
        pay all necessary state filing or notice fees to enable the Company to sell
        the
        Shares to the Purchaser .
  11
 4.5  Integration .
        The
        Company shall ensure that no Affiliate shall sell, offer for sale or solicit
        offers to buy or otherwise negotiate in respect of any security (as defined
        in
        Section 2 of the Securities Act) that would be integrated with the offer
        or sale
        of the Shares in a manner that would require the registration under the
        Securities Act of the sale of the Shares to the Purchaser.
  4.6  Furnishing
        of Rule 144 Materials .
        The
        Company shall, for so long as any of the Shares remain outstanding and during
        any period in which the Company is not subject to Section 13 or 15(d) of
        the
        Exchange Act, make available to any registered holder of the Shares
        (“ Holder ”
or
        “ Holders ”)
        in
        connection with any sale thereof and any prospective purchaser of such Shares
        from such Person, such information in accordance with Rule 144 or Regulation
        S
        as promulgated under the Securities Act as is required to sell the Shares
        under
        Rule 144 promulgated under the Securities Act.
  4.7  Solicitation
        Materials .
        The
        Company shall not (i) distribute any offering materials in connection with
        the
        offering and sale of the Shares other than the Disclosure Documents and any
        amendments and supplements thereto prepared in compliance herewith or (ii)
        solicit any offer to buy or sell the Shares or, if applicable, by
        means
        of any form of general solicitation or advertising.
  4.8  Listing
        of Common Stock .
        If the
        Common Stock is or shall become listed on the OTCBB or on another exchange,
        the
        Company shall (a) use its best efforts to maintain the listing of its Common
        Stock on the OTCBB or such other exchange on which the Common Stock is then
        listed until two (2) years
        from the date hereof, and (b) shall provide to the Purchaser evidence of
        such
        listing.
  4.9  Capitalization
        and Restructure Plan .
        The
        Company, with Board approval, shall implement the Capitalization and Restructure
        Plan as documented, agreed to and attached as Schedule 3.
 
 4.10  Indemnification .
  (a)  Indemnification
  (i)  The
        Company shall, notwithstanding termination of this Agreement and without
        limitation as to time, indemnify and hold harmless the Purchaser and its
        officers, directors, agents, employees and affiliates, each Person who controls
        or the
        Purchaser (within the meaning of Section 15 of the Securities Act or Section
        20
        of the Exchange Act) (each such Person, a “ Control
        Person ”)
        and
        the officers, directors, agents, employees and affiliates of each such Control
        Person, to the fullest extent permitted by applicable law, from and against
        any
        and all losses, claims, damages, liabilities, costs (including, without
        limitation, costs of preparation and attorneys’ fees) and expenses
        (collectively, “ Losses ”),
        as
        incurred, arising out of, or relating to, a breach or breaches of any
        representation, warranty, covenant or agreement by the Company under this
        Agreement or any other Transaction Document.
  (ii)  The
        Purchaser shall, notwithstanding termination of this Agreement and without
        limitation as to time, indemnify and hold harmless the Company, its officers,
        directors, agents and employees, each Control Person and the officers,
        directors, agents and employees of each Control Person, to the fullest extent
        permitted by application law, from and against any and all Losses, as incurred,
        arising out of, or relating to, a breach or breaches of any representation,
        warranty, covenant or agreement by the Purchaser under this Agreement or any other
        Transaction Document .
  12
 (b)  Conduct
        of Indemnification Proceedings .
        If any
        Proceeding shall be brought or asserted against any Person entitled to indemnity
        hereunder (an “ Indemnified
        Party ”),
        such
        Indemnified Party promptly shall notify the Person from whom indemnity is
        sought
        (the “ Indemnifying
        Party ”)
        in
        writing, and the Indemnifying Party shall assume the defense thereof, including
        the employment of counsel reasonably satisfactory to the Indemnified Party
        and
        the payment of all fees and expenses incurred in connection with defense
        thereof; provided, that the failure of any Indemnified Party to give such
        notice
        shall not relieve the Indemnifying Party of its obligations or liabilities
        pursuant to this Agreement, except (and only) to the extent that it shall
        be
        finally determined by a court of competent jurisdiction (which determination
        is
        not subject to appeal or further review) that such failure shall have
        proximately and materially adversely prejudiced the Indemnifying
        Party.
  An
        Indemnified Party shall have the right to employ separate counsel in any
        such
        Proceeding and to participate in the defense thereof, but the fees and expenses
        of such counsel shall be at the expense of such Indemnified Party or Parties
        unless: (1) the Indemnifying Party has agreed to pay such fees and expenses;
        or
        (2) the Indemnifying Party shall have failed promptly to assume the defense
        of
        such Proceeding and to employ counsel reasonably satisfactory to such
        Indemnified Party in any such Proceeding; or (3) the named parties to any
        such
        Proceeding (including any impleaded parties) include both such Indemnified
        Party
        and the Indemnifying Party, and such Indemnified Party shall have been advised
        by counsel that a conflict of interest is likely to exist if the same counsel
        were to represent such Indemnified Party and the Indemnifying Party (in which
        case, if such Indemnified Party notifies the Indemnifying Party in writing
        that
        it elects to employ separate counsel at the expense of the Indemnifying Party,
        the Indemnifying Party shall not have the right to assume the defense of
        the
        claim against the Indemnified Party but will retain the right to control
        the
        overall Proceedings out of which the claim arose and such counsel employed
        by
        the Indemnified Party shall be at the expense of the Indemnifying Party).
        The
        Indemnifying Party shall not be liable for any settlement of any such Proceeding
        affected without its written consent, which consent shall not be unreasonably
        withheld. No Indemnifying Party shall, without the prior written consent
        of the
        Indemnified Party, effect any settlement of any pending Proceeding in respect
        of
        which any Indemnified Party is a party, unless such settlement includes an
        unconditional release of such Indemnified Party from all liability on claims
        that are the subject matter of such Proceeding.
  All
        fees
        and expenses of the Indemnified Party to which the Indemnified Party is entitled
        hereunder (including reasonable fees and expenses to the extent incurred
        in
        connection with investigating or preparing to defend such Proceeding in a
        manner
        not inconsistent with this Section) shall be paid to the Indemnified Party,
        as
        incurred, within ten (10) Business Days of written notice thereof to the
        Indemnifying Party.
  13
 No
        right
        of indemnification under this Section shall be available as to a particular
        Indemnified Party if there is a non-appealable final judicial determination
        that
        such Losses arise solely out of the negligence or bad faith of such Indemnified
        Party in performing the obligations of such Indemnified Party under this
        Agreement or a breach by such Indemnified Party of its obligations under
        this
        Agreement.
  (c)  Non-Exclusivity .
        The
        indemnity and agreements contained in this Section are in addition to any
        obligation or liability that the Indemnifying Parties may have to the
        Indemnified Parties.
  **ARTICLE
        V**
  **MISCELLANEOUS**
  5.1  Fees
        and Expenses . Except
        as set forth in this Agreement, each party shall pay the fees and expenses
        of
        its advisers, counsel, accountants and other experts, if any, and all other
        expenses incurred by such party incident to the negotiation, preparation,
        execution, delivery and performance of this Agreement. The Company shall
        pay all
        stamp and other taxes and duties levied in connection with the issuance of
        the
        Shares (and, upon conversion or exercise thereof, the Shares) pursuant hereto. The
        Purchaser shall be responsible for any taxes payable by the Purchaser that
        may
        arise as a result of the investment hereunder or the transactions contemplated
        by this Agreement or any other Transaction Document. The Company shall pay
        all
        costs, expenses, fees and all taxes incident to and in connection with: (A)
        the
        issuance and delivery of the Shares, (B) the exemption from registration
        of the
        Shares for offer and sale to the Purchaser under the securities or Blue Sky
        laws
        of the applicable jurisdictions, (C)
        the
        preparation of certificates for the Shares (including, without limitation,
        printing and engraving thereof), and (D) all fees and expenses of counsel
        and
        accountants of the Company. The Company shall pay to Purchaser the fees which
        are defined in the **Schedule 1(a)** executed
        by the Company and Purchaser ,
        said
        payments to be remitted upon the execution of this Agreement or paid from
        the
        gross proceeds due the Company at time of payment of the Purchase Price to
        the
        Company.
 
 5.2  Entire
        Agreement. This
        Agreement, together with all of the Exhibits and Schedules annexed hereto,
        and
        any other Transaction Document contains the entire understanding of the parties
        with respect to the subject matter hereof and supersede all prior agreements
        and
        understandings, oral or written, with respect to such matters. This Agreement
        shall be deemed to have been drafted and negotiated by both parties hereto
        and
        no presumptions as to interpretation, construction or enforceability shall
        be
        made by or against either party in such regard.
  5.3  Notices . Any
        notice or other communication required or permitted to be given hereunder
        shall
        be in writing and shall be deemed to have been duly given (a) when delivered
        to
        the address designated below by hand or by nationally recognized overnight
        courier services (costs prepaid); or (b) upon facsimile transmission (with
        written transmission confirmation report) at the number designated below
        (if
        delivered on a Business Day during normal business hours where such notice
        is to
        be received), or the first Business Day following such delivery (if delivered
        other than on a Business Day during normal business hours where such notice
        is
        to be received) whichever shall first occur. The addresses for such
        communications shall be:
  14
 
 
 
 If to the Company:
              Airbee
                    Wireless, Inc.
 Rockville,
                  Maryland 20850 Phone: (301) 517-1860 Fax: (301) 517-1861
   With
                  copies to:
              Stradling,
                  Yocca, Carlson & Rauth
 660
                  Newport Center Drive, Suite 1600
 Newport
                  Beach, CA 92660
 Attn:
                  Shivbir S. Grewal, Esq.
 Phone:
                  (949) 725-4119
 Fax:
                  (949) 823-5119
   Allen
                  & Associates, LLC
 12400
                  Wilshire Blvd. Suite 1080
 Los
                  Angles, CA 90025
 Attn:
                  Marcia Allen
 Phone:(310)
                  315-4356
 Fax:(310)
                  861-5181
   If
                  to the Purchaser:
                Mercatus
                      & Partners,
                      Limited
 115
                  Mauldin Dr. Alpharetta,GA30004 Phone: (718) 841-7204 Fax: (718) 841-7207 Attn: Mathew Tullis   With copies to:
                Mercatus & Partners,
                  Limited 115 Mauldin Dr Alpharetta, GA30004 Attn:
                  Cary Massi
   15
 
 
 
 Waterford
                  Law Group
 112
                  Westwood Place, Suite 200
 Brentwood,
                  TN 37027
 Phone:
                  (615) 373-2500
 Fax:
                  (615) 373-2574
 Attn:
                  Kurt Beasley
 
 
 5.4  Amendments;
        Waivers .
        No
        provision of this Agreement may be waived or amended except in a written
        instrument signed, in the case of an amendment, by both the Company and the
        Purchaser, or, in the case of a waiver, by the party against whom enforcement
        of
        any such waiver is sought. No waiver of any default with respect to any
        provision, condition or requirement of this Agreement shall be deemed to
        be a
        continuing waiver in the future or a waiver of any other provision, condition
        or
        requirement hereof, nor shall any delay or omission of either party to exercise
        any right hereunder in any manner impair the exercise of any such right accruing
        to it thereafter.
  5.5  Headings .
        The
        headings herein are for convenience only, do not constitute part of this
        Agreement and shall not be deemed to limit or affect any of the provisions
        hereof.
  5.6  Successors
        and Assigns . This
        Agreement shall be binding upon and inure to the benefit of the parties and
        their respective successors and permitted assigns. The assignment by a party
        of
        this Agreement or any rights hereunder shall not affect the obligations of
        such
        party under this Agreement.
  5.7  No
        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.
  5.8  Governing
        Law; Venue; Service of Process . The
        parties hereto acknowledge that the transactions contemplated by this Agreement
        and the exhibits hereto bear a reasonable relation to the State of New York.
        The
        parties hereto agree that the internal laws of the State of New York shall
        govern this Agreement and the exhibits hereto, including, but not limited
        to,
        all issues related to usury. Any action to enforce the terms of this Agreement
        or any of its exhibits, or any other Transaction Document shall be brought
        exclusively in the state and/or federal courts situate in the County and
        State
        of New York. Service of process in any action by the Purchaser to enforce
        the
        terms of this Agreement may be made by serving a copy of the summons and
        complaint, in addition to any other relevant documents, by commercial overnight
        courier to the Company at its principal address set forth in this
        Agreement.
  5.9  Survival . The
        representations and warranties of the Company and the Purchaser contained
        in
        this agreement shall survive the Closing. The provisions contained in Sections
        4.9 (Indemnification), 5.1 (Fees and Expenses), 5.11 (Publicity), 5.13
        (Limitation of Remedies), and 5.15 (Delivery of Purchase Price and Recall
        of
        Shares) shall survive termination of this Agreement.
  16
 5.10  Counterpart
        Signatures . This
        Agreement may be executed in two or more counterparts, all of which when
        taken
        together shall be considered one and the same agreement and shall become
        effective when counterparts have been signed by each party and delivered
        to the
        other party, it being understood that both parties need not sign the same
        counterpart. In the event that any signature is delivered by facsimile
        transmission, such signature shall create a valid and binding obligation
        of the
        party executing (or on whose behalf such signature is executed) the same
        with
        the same force and effect as if such facsimile signature page were an original
        thereof.
  5.11  Publicity . The
        Company and the Purchaser shall consult with each other in issuing any press
        releases or otherwise making public statements with respect to the transactions
        contemplated hereby and neither party shall issue any such press release or
        otherwise make any such public statement without the prior written consent
        of
        the other, which consent shall not be unreasonably withheld or delayed; unless
        counsel for the disclosing party deems such public statement to be required
        by
        applicable federal and/or state securities laws. The Company shall provide
        the
        Purchaser with a copy of its intended communication or filing prior to making
        it
        public and giving Purchaser sufficient time to discuss it with the Company.
        Except as otherwise required by applicable law or regulation, the Company
        will
        not disclose to any third party (excluding its legal counsel, accountants
        and
        representatives) the names of the Purchaser.
  5.12  Severability . In case
        any one or more of the provisions of this Agreement shall be invalid or
        unenforceable in any respect, the validity and enforceability of the remaining
        terms and provisions of this Agreement shall not in any way be affected or
        impaired thereby and the parties will attempt to agree upon a valid and
        enforceable provision which shall be a reasonable substitute therefore, and
        upon
        so agreeing, shall incorporate such substitute provision in this
        Agreement.
  5.13  L imitation
        of Remedies - Funding .
        Without
        regard to any other terms in this agreement, in the event that the transactions
        contemplated herein are not consummated and funding does not occur within
        the
        thirty (30) day period, the sole remedy for both parties under this Agreement
        shall be the return of the Shares in accordance with Section 5.15.
  5.14  Delivery
        of Securities .
        The
        Company shall deliver the Shares directly to the Custodian, in Purchaser’s name,
        within five days of the execution of this Agreement in accordance with the
        directions provided in **Schedule** **1** .
  5.15  Delivery
        of Purchase Price and Recall of Shares .
        The
        Purchaser shall, within thirty (30) days following the delivery of the Shares
        to
        the Custodian, subject to the execution of **Schedule
        2** by both
        Company and Purchaser, pay the Purchase Price to the Company via wire transfer
        to the directed wire transfer bank and account as specified in the Funding
        Addendum **Schedule
        2** which
        is
        attached hereto.
 
 If
        the
        Purchase Price is not received by the Company within thirty (30) days of
        the
        delivery of the Shares to the Custodian in the name of the Purchaser, the
        Company may, at its discretion, demand recall of the Shares, issue
        or
        cause to be issued a stop transfer order or other order impeding the sale
        and
        delivery of any of the Shares, and terminate this Agreement .
        The
        Company may recall the Shares by providing notice to the Purchaser pursuant
        to
        Section 5.3. If the Company recalls the Shares, the Purchaser will use its
        best
        efforts, and will use its best efforts to cause the Custodian to, transmit
        and
        deliver the Shares to the Company within 20 days following the deliver of
        the
        recall notice pursuant to Section 5.3.
 
 17
 5.16.  Delivery
        of Opinion of Counsel .  The
        Company hereby agrees that it hereby binds
        itself ,
        if
        requested in writing to the aforementioned address of the Company, by the Purchaser or their
        designate or assignee, that it shall
        deliver, within five (5) days of such demand, an opinion of counsel regarding
        the transferability or status of the Shares ;
        provided, however, that if the Company’s counsel requires additional information
        or representations from or with respect to the Purchaser and/or its designate
        or
        assignee, then such opinion shall not be required until five (5) days following
        the delivery of such additional information or representations.
  5.17.  Duty
        for Due Diligence .  The
        Company hereby agrees that it ,
        and on
        behalf, its transfer
        agent, and any accessed management of the Company by the Purchaser or designee
        banks or purchasers shall cooperate in the verification of the originating
        nature of the Shares ,
        the
        restriction period of the Shares ,
        and the
        transferability of the Shares during
        the due diligence period of the Shares involved
        in this transaction. Such
        failure of information to said parties is acknowledged as grounds for rejections
        by the Purchaser or their designees or assignees as described above .
 
   18
  IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
        executed as of the date first indicated above.
  
 **Company**:Airbee Wireless, Inc.:By:
              /s/ Sundaresan
                RajaName:
                  Sundaresan Raja
                Title:
Chief
                  Executive Officer
 
 **Purchaser:**Mercatus & Partners, Limited/s/ R.
                Matthew TullisBy:
                  R. Matthew Tullis POA on behalf of
                Mercatus
                  & Partners, Limited
 
  19