Unassociated Document


    Exhibit
      4.23

    


    SECURITIES
      PURCHASE AGREEMENT

    


    SECURITIES
      PURCHASE AGREEMENT effective as of the Closing of the purchase of Shares
      provided for herein, between VERSADIAL,
      INC. (a
      Nevada
      corporation, referred to herein as the "Company"), and the purchasers identified
      on the signature pages hereto (each, a “Purchaser”
and
      collectively, the “Purchasers”).

    


    WHEREAS,
      subject
      to the terms and conditions set forth in this Agreement and pursuant to Section
      4(2) of the Securities Act of 1933, as amended (the “Securities
      Act”),
      the
      Company desires to issue and sell to each Purchaser, and each Purchaser,
      severally and not jointly, desires to purchase from the Company, units (“Units”)
      consisting of shares (“Shares”) of Common Stock of the Company, par value
      $0.0001 per share (“Common Stock”) , and warrants (“Warrants”) to purchase
      shares of Common Stock of the Company (“Warrant Shares”) equal to 20% of the
      number of shares of Common Stock purchased at a price per Unit of $1.60
      (“Per
      Unit Purchase Price”),
      all
      upon the terms and conditions set forth in this Agreement;

    


    NOW,
      THEREFORE,
      in
      consideration of the foregoing and of the mutual premises, covenants,
      representations and warranties herein contained, it is hereby agreed as
      follows:

    


    
      
        	1.	
                PURCHASE
                  PRICE; CLOSINGS; ISSUANCE.

              


      

    

    


    
      	
            	1.1.	
              Unit
                Purchase.
                In reliance on the representations and warranties contained herein
                and
                subject to the terms and conditions hereof, the Company shall issue
                and
                sell to each Purchaser, and each Purchaser shall, severally and not
                jointly, purchase from the Company, such number of Units indicated
                below
                such Purchaser’s name on the signature page of this Agreement at the Per
                Unit Purchase Price. Each Unit represents the purchase of one share
                of
                Common Stock and an appurtenant Warrant with an initial exercise
                price of
                $2.00 per share.

            


    

    


    
      	
            	1.2.	
              Closings.

            


    

    


    
      	
            	1.2.1.	
              The
                purchase and sale of the Units shall take place at the offices of
                counsel
                to the Company (or remotely via the exchange of documents and signatures)
                on one or more dates as the Company may elect prior to January 31,
                2008
                (each a “Closing”).

            


    

     

    
      	
            	1.2.2.	
              Unless
                extended by the Company as provided in the Term Sheet annexed to
                the
                Subscription Agreement, the last Closing shall not be after January
                31,
                2008.

            


    

     

    
      
        
        

      

      
        
          Securities
            Purchase Agreement 1

        

        
          

        

      

      
        
        

      

    

     

    
      	
            	1.3.	
              Closing
                Deliveries.
                At each Closing

            


    

    


    
      	
            	1.3.1.	
              the
                Company shall deliver or cause to be delivered to each Purchaser
                buying
                Units at such Closing, one or more stock certificates, representing
                the
                Shares comprising the Units and one or more warrant certificates
                representing the Warrants comprising the Units, free and clear of
                all
                restrictive and other legends (except as expressly provided herein),
                evidencing, respectively, the number of Shares equal to the number
                of
                Units, and such number of Warrants equal to 20% of the number of
                Units,
                indicated below such Purchaser’s name on the signature page of this
                Agreement, registered in the name of such
                Purchaser;

            


    

    


    
      	
            	1.3.2.	
              each
                Purchaser buying Units consisting of Shares and Warrants at such
                Closing,
                shall deliver or cause to be delivered an amount equal to the Per
                Unit
                Purchase Price multiplied by the number of Units indicated below
                such
                Purchaser’s name on the signature page of this Agreement under the heading
                “Units Purchased”, in United States dollars and in immediately available
                funds, by delivery of a check payable to the Company, or, with the
                Company’s consent, wire transfer to an account designated in writing to
                such Purchaser by the Company for such purpose. The total purchase
                price
                payable by each Purchaser shall be set forth under such Purchaser’s name
                on the signature page of this Agreement under the heading “Purchase
                Price.”

            


    

    


    
      
        	2.	
                REPRESENTATIONS
                  AND WARRANTIES OF THE COMPANY.
                  The Company represents and warrants to the Purchaser as
                  follows:

              


      

    

    


    
      	
            	2.1.	
              Organization
                and Qualification.
                Each of the Company and its subsidiary, Innopump, Inc., is an entity
                duly
                organized, validly existing and in good standing under the laws of
                the
                jurisdiction of its incorporation or organization (as applicable),
                with
                the requisite power and authority to own and use its properties and
                assets
                and to carry on its business as currently conducted. Neither the
                Company
                nor such subsidiary is in violation of any of the provisions of its
                respective articles of incorporation, bylaws or other organizational
                or
                charter documents, except where such violation would not have a Material
                Adverse Effect, as hereinafter defined. Each of the Company and
                Innopump,Inc. is duly qualified to do business and is in good standing
                as
                a foreign corporation or other entity 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, could not, individually or in
                the
                aggregate, (i) adversely affect the legality, validity or enforceability
                of any Transaction Document (as defined below), (ii) have or result
                in a
                material adverse effect on the results of operations, assets, prospects,
                business or condition (financial or otherwise) of the Company and
                the
                Subsidiaries, taken as a whole on a consolidated basis, or (iii)
                adversely
                impair the Company’s ability to perform fully on a timely basis its
                obligations under any of the Transaction Documents (any of (i), (ii)
                or
                (iii), a “Material Adverse
                Effect”).

            


    

     

    
      
        
        

      

      
        
          Securities
            Purchase Agreement 2

        

        
          

        

      

      
        
        

      

    

     

    
      	
            	2.2.	
              Authority
                of Agreement.
                The Company has the power and authority to execute and deliver this
                Agreement, the Registration Rights Agreement , the Warrants and the
                Subscription Agreement (collectively referred to as the “Transaction
                Documents”) and to carry out its obligations hereunder. The execution,
                delivery and performance by the Company of this Agreement and the
                consummation of the transactions contemplated hereby have been duly
                authorized by all necessary corporate action on the part of the Company
                and the Transaction Documents constitute the valid and legally binding
                obligation of the Company enforceable against the Company in accordance
                with its respective terms, except as the same may be limited by
                bankruptcy, insolvency, reorganization or other laws affecting the
                enforcement of creditors' rights generally now or hereafter in effect
                and
                subject to the application of equitable principles and the availability
                of
                equitable remedies.

            


    

    


    
      	
            	2.3.	
              No
                Conflicts.
                The execution, delivery and performance of this Agreement and the
                other
                Transaction Documents and the consummation of the transactions
                contemplated hereby and thereby by the Company do not and will not
                with or
                without the giving of notice or the passage of time or both, violate
                or
                conflict with or result in a breach or termination of any provision
                of, or
                constitute a default under, the Articles of Incorporation or the
                By-Laws
                of the Company or any order, judgment, decree, statute, regulation,
                contract, agreement or any other restriction of any kind or description
                to
                which the Company or its assets may be bound or subject. The Company
                is
                not in violation of or (with or without notice or lapse of time or
                both)
                in default under, any material term or provision of its Articles
                of
                Incorporation or By-Laws or of any indenture, loan or credit agreement,
                note agreement, mortgage, security agreement or other agreement,
                lease or
                other instrument, commitment or arrangement to which the Company
                is a
                party or by which the Company’s assets are
                bound.

            


    

    


    
      	
            	2.4.	
              Articles
                and Bylaws.
                The copies of the Articles of Incorporation and Bylaws of the Company
                which have been made available for inspection by the Purchasers prior
                to
                the execution of this Agreement are true and complete and have not
                been
                amended or repealed. 

            


      	 	 	 


      	 	2.5.	
              Capital
                Stock.   Prior to the issuance and sale of the Units to the
                Purchasers, the authorized capital stock of the Company will consist
                of
                35,000,000 shares of Common Stock, of which (i) 15,309,194 shares
                shall be
                outstanding, (ii) additional shares reserved for issuance upon the
                exercise of outstanding warrants as adjusted pursuant to their terms
                by
                virtue of the sale of securities under this Agreement, and (iii)
                an
                additional 6,373,415 shares shall be reserved for issuance upon conversion
                of the Company’s 10% Redeemable Convertible Secured Notes in the principal
                amount of $7,500,000. All such outstanding shares of Common Stock
                have
                been duly authorized and validly issued and are fully paid and
                nonassessable.

            


      	 	 	 


      	 	2.6.	
              Binding
                Obligations.  This Agreement and the other Transaction Documents
                each constitutes the legal, valid and binding obligations of the
                Company,
                enforceable against the Company in accordance with its respective
                terms,
                except as such enforcement is limited by bankruptcy, insolvency and
                other
                similar laws affecting the enforcement of creditors’ rights generally, and
                by general equitable principles.

            


    

     

    
      
        
        

      

      
        
          Securities
            Purchase Agreement 3

        

        
          

        

      

      
        
        

      

    

     

    
      	
            	2.7.	
              Authorization
                of Shares.
                The Shares are duly authorized and, when issued and paid for in accordance
                with the terms of this Agreement, will be duly authorized, validly
                issued
                and outstanding, fully paid and nonassessable and free and clear
                of all
                liens and restrictions, other than liens that might have been created
                or
                suffered by any Purchaser with respect to the Shares and restrictions
                imposed by the Securities Act, state securities laws or this Agreement.
                

            


    

    


    
      	
            	2.8.	
              Reservation
                of Warrant Shares.
                The Warrant Shares have been duly reserved for issuance upon exercise
                of
                the Warrants and, when issued and paid for in accordance with the
                terms of
                the Warrants, will be duly authorized, validly issued and outstanding,
                fully paid and nonassessable and free and clear of all liens and
                restrictions, other than liens that might have been created or suffered
                by
                any Purchaser with respect to the Warrant Shares and restrictions
                imposed
                by the Securities Act, state securities laws or this
                Agreement.

            


    

    


    
      	
            	2.9.	
              Securities
                Laws.
                Subject to the accuracy of the representations and warranties of
                the
                Purchasers, the offer, issue and sale of the Units are and will be
                exempt
                from registration and prospectus delivery requirements of the Securities
                Act, are and will be issued in compliance with all applicable federal
                and
                state securities laws.

            


    

    


    
      	
            	2.10.	
              Financial
                Statements.
                The financial statements of the Company made available for inspection
                by
                the Purchasers (i) are complete and correct in all material respects
                and
                are in accordance with the books and records of the Company, (ii)
                present
                fairly the consolidated financial condition of the Company and its
                subsidiaries at September 30, 2007 (the “Balance Sheet Date”) and other
                dates therein specified and the results of operations and changes
                in
                financial position of the Company and its subsidiaries for the periods
                therein specified, and (iii) have been prepared in accordance with
                generally accepted accounting principles applied on a basis consistent
                with prior accounting periods, except that the unaudited financial
                statements are subject to year-end audit adjustments and do not contain
                complete footnotes or statement of stockholders equity. The Company
                and
                its subsidiaries have no liabilities or obligations, either acquired
                or
                absolute, contingent or otherwise, of a type required by generally
                accepted accounting principles to be reflected on, or reserved against
                in,
                a balance sheet, which are not reflected or provided for in the financial
                statements and related notes except liabilities arising after the
                Balance
                Sheet Date which were incurred in the ordinary course of
                business.

            


    

    


    
      	
            	2.11.	
              Changes.
                Since the Balance Sheet Date, neither the Company nor any of its
                subsidiaries has (a) mortgaged, pledged or subjected to lien any of
                its material assets, tangible or intangible, (b) sold, transferred
                or
                leased a material portion of its assets, (c) cancelled or compromised
                any
                material debt or claim, or waived or released any right, of material
                value, (d) suffered any physical damage, destruction or loss (whether
                or
                not covered by insurance) having a material effect, (e) declared
                or paid
                any dividends on or made any other distributions with respect to,
                or
                purchased or redeemed, any of its outstanding equity securities,
                or
                (f) suffered or experienced any material adverse change or loss in
                its business other than its continuing losses from
                operations.

            


    

     

    
      
        
        

      

      
        
          Securities
            Purchase Agreement 4

        

        
          

        

      

      
        
        

      

    

     

    
      	
            	2.12.	
              Litigation.
                There is no action pending and, to the best knowledge of the Company,
                there is no material action threatened against the Company, its
                subsidiaries or their properties or assets. The Company is not in
                default
                with respect to any order, writ, judgment, injunction, decree,
                determination or award of any court or of any governmental entity.
                

            


    

    


    
      	
            	2.13.	
              Disclosure.
                The representations and warranties of the Company contained herein
                do not
                contain any untrue statement of material fact or omit to state a
                material
                fact necessary to make the statements therein, in light of the
                circumstances under which they are made, not
                misleading.

            


    

    


    
      	
            	2.14.	
              No
                Governmental Consent or Approval Required.
                Based in part on the representations made by the Purchaser in the
                Transaction Documents, no authorization, consent, approval or other
                order
                of, declaration to, or registration, qualification, designation or
                filing
                with, any federal, state or local governmental agency or body is
                required
                by or from the Company for the valid and lawful authorization, execution
                and delivery by the Company of this Agreement or any other agreement
                entered into by the Company in connection with this Agreement, and
                consummation of the transactions contemplated hereby or thereby,
                or for
                the valid and lawful authorization, issuance, sale and delivery of
                the
                Shares and the Warrants comprising the Units, and the issuance of
                the
                Warrant Shares upon exercise of the Warrants other than the qualification
                (or taking of such action as may be necessary to secure an exemption
                from
                qualification, if available) of the offer and sale of the Shares,
                Warrants
                and Warrant Shares under applicable blue sky laws and federal securities
                laws, which filings and qualifications, if required, will be accomplished
                in a timely manner so as to comply with such qualification or exemption
                from qualification requirements.

            


    

    


    
      	3.	
              REPRESENTATIONS
                AND WARRANTIES OF EACH PURCHASER.
                Each Purchaser represents and warrants to the Company as
                follows:

            


    

    


    
      	
            	3.1.	
              Status.
                If the Purchaser is a corporation or other entity, the Purchaser
                is a
                corporation or other entity duly organized, validly existing and
                in good
                standing under the laws of the jurisdiction of its organization with
                full
                power and authority to execute, deliver and perform its obligations
                under
                this Agreement, and the other Transaction Documents. If the Purchaser
                is
                an individual, the Purchaser has legal capacity to execute, deliver
                and
                perform his or her obligations under this Agreement, and the other
                Transaction Documents.

            


    

     

    
      
        
        

      

      
        
          Securities
            Purchase Agreement 5

        

        
          

        

      

      
        
        

      

    

     

    
      	
            	3.2.	
              Authority
                for Agreements.
                The Purchaser has the power and authority to execute and deliver
                this
                Agreement and the other Transaction Documents and to carry out its
                obligations hereunder and thereunder. The execution, delivery and
                performance by the Purchaser of this Agreement and the other Transaction
                Documents and the consummation of the transactions contemplated hereby
                and
                thereby have been duly authorized by all necessary action on the
                part of
                the Purchaser and this Agreement and the other Transaction Documents
                each
                constitutes the valid and legally binding obligation of the Purchaser,
                enforceable against the Purchaser in accordance with its terms, except
                as
                the same may be limited by bankruptcy, insolvency, reorganization
                or other
                laws affecting the enforcement of creditors' rights generally now
                or
                hereafter in effect and subject to the application of equitable principles
                and the availability of equitable
                remedies.

            


    

    


    
      	
            	3.3.	
              No
                Conflicts.
                The execution, delivery and performance of this Agreement and the
                other
                Transaction Documents by the Purchaser and the consummation of the
                transactions contemplated hereby and thereby by the Purchaser does
                not and
                will not with or without the giving of notice or the passage of time
                or
                both, violate or conflict with or result in a breach or termination
                of any
                provision of, or constitute a default under, the Certificate of
                Incorporation or the By-Laws of the Purchaser (if the Purchaser is
                a
                corporation), any other organizational instrument (if the Purchaser
                is a
                legal entity other than a corporation) or any order, judgment, decree,
                statute, regulation, contract, agreement or any other restriction
                of any
                kind or description to which the Purchaser is a party or by which
                the
                Purchaser may be bound.

            


    

    


    
      	
            	3.4.	
              Purchaser
                Representations and Acknowledgments.

            


    

    


    
      	
            	3.4.1.	
              The
                Purchaser is acquiring the Units for the Purchaser’s own account for
                investment only and not as nominee or agent and not with a view to,
                or for
                sale in connection with, a distribution of the Shares and with no
                present
                intention of selling, transferring, granting a participation in or
                otherwise distributing, the Units, all within the meaning of the
                Securities Act of 1933, as amended, and the rules and regulations
                hereunder (the "Securities Act") and any applicable state, securities
                or
                blue-sky laws. 

            


    

     

    
      	
            	3.4.2.	
              The
                Purchaser is not a party or subject to or bound by any contract,
                undertaking, agreement or arrangement with any person to sell, transfer
                or
                pledge the Units or any part thereof to any person, and has no present
                intention to enter into such a contract, undertaking, agreement or
                arrangement.

            


    

    


    
      	
            	3.5.	
              The
                Purchaser acknowledges to the Company
                that:

            


    

    


    
      	
            	3.5.1.	
              The
                Company has advised the Purchaser that the Units and Warrant Shares
                have
                not been registered under the Securities Act or under the laws of
                any
                state on the basis that the issuance thereof contemplated by this
                Agreement is exempt from such
                registration;

            


    

     

    
      
        
        

      

      
        
          Securities
            Purchase Agreement 6

        

        
          

        

      

      
        
        

      

    

     

    
      	
            	3.5.2.	
              The
                Company has advised the Purchaser that a purchase of the Units involves
                a
                high degree of risk and is suitable only for persons of substantial
                financial means who have no need for liquidity in their
                investments;

            


    

    


    
      	
            	3.5.3.	
              The
                Company's reliance on the availability of such exemption is, in part,
                based upon the accuracy and truthfulness of the Purchaser's
                representations contained herein;

            


    

    


    
      	
            	3.5.4.	
              The
                Units and the Warrant Shares cannot be resold without registration
                or an
                exemption under the Securities Act and such state securities laws,
                and
                that certificates representing the Units and the Warrant Shares will
                bear
                a restrictive legend to such effect substantially as
                follow;

            


    

    


    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND APPLICABLE STATE SECURITIES
      LAWS, AND ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THIS
      CERTIFICATE. THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD, TRANSFERRED,
      OR
      OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
      UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FOR
      THE
      COMPANY, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAY
      BE
      EFFECTUATED WITHOUT REGISTRATION UNDER THE ACT.”

     

    
      	
            	3.5.5.	
              The
                Purchaser has evaluated the merits and risks of purchasing the Units,
                and
                has such knowledge and experience in financial and business matters
                that
                the Purchaser are capable of evaluating the merits and risks of such
                purchase, is aware of and has considered the financial risks and
                financial
                hazards of purchasing the Units, and is able to bear the economic
                risk of
                purchasing the Units, including the possibility of a complete loss
                with
                respect thereto; 

            


    

    


    
      	
            	3.5.6.	
              The
                Purchaser has had access to such information regarding the business
                and
                finances of the Company and its subsidiaries, and have been provided
                the
                opportunity to discuss with the Company's management the business,
                affairs
                and financial condition of the Company and its subsidiaries and such
                other
                matters with respect to the Company and its subsidiaries as would
                concern
                a reasonable person considering the transactions contemplated by
                this
                Agreement and/or concerned with the operation of the Company;
                

            


    

    


    
      	
            	3.5.7.	
              All
                of the Purchaser's representations and warranties set forth herein
                are
                correct and complete as of the date of this Agreement, shall be true
                and
                correct as of the closing of the transaction contemplated by this
                Agreement, shall survive such closing and if there should be any
                material
                change in such information prior to the sale to the Purchaser of
                the Units
                the Purchaser will immediately furnish such revised or corrected
                information to the Company; and

            


    

     

    
      
        
        

      

      
        
          Securities
            Purchase Agreement 7

        

        
          

        

      

      
        
        

      

    

     

    
      	
            	3.5.8.	
              The
                Purchaser, by initialing the applicable paragraphs in the Subscription
                Agreement that is a part of the Transaction Documents represents
                and
                warrants that the Purchaser is an "Accredited
                Investor"
                within the meaning of Rule 501 of Regulation D promulgated under
                Section 4(2) of the Securities Act, as presently in effect.
                

            


    

    


    
      	4.	
              CONDITIONS
                PRECEDENT TO CLOSING

            


    

    


    
      	
            	4.1.	
              Conditions
                Precedent to the Obligations of the Purchasers.
                The obligation of each Purchaser to acquire Units at the Closing
                is
                subject to the satisfaction or waiver by such Purchaser, at or before
                the
                Closing, of each of the following
                conditions:

            


    

    


    
      	
            	4.1.1.	
              Representations
                and Warranties.
                The representations and warranties of the Company contained herein
                shall
                be true and correct in all material respects as of the date when
                made and
                as of the Closing as though made on and as of such date;
                and

            


    

    


    
      	
            	4.1.2.	
              Performance.
                The Company and each other Purchaser shall have performed, satisfied
                and
                complied in all material respects with all covenants, agreements
                and
                conditions required by the Transaction Documents to be performed,
                satisfied or complied with by it at or prior to the
                Closing.

            


    

    


    
      	
            	4.1.3.	
              No
                Injunction.
                No statute, rule, regulation, executive order, decree, ruling or
                injunction shall have been enacted, entered, promulgated or endorsed
                by
                any court or governmental authority of competent jurisdiction that
                prohibits the consummation of any of the transactions contemplated
                by the
                Transaction Documents;

            


    

    


    
      	
            	4.1.4.	
              Adverse
                Changes.
                Since the date of execution of this Agreement, no event or series
                of
                events shall have occurred that reasonably would be expected to have
                or
                result in a Material Adverse
                Effect.

            


    

    


    
      	
            	4.2.	
              Conditions
                Precedent to the Obligations of the Company.
                The obligation of the Company to sell Units at the Closing is subject
                to
                the satisfaction or waiver by the Company, at or before the Closing,
                of
                each of the following conditions:

            


    

    


    
      	
            	4.2.1.	
              Representations
                and Warranties.
                The representations and warranties of the Purchasers contained herein
                shall be true and correct in all material respects as of the date
                when
                made and as of the Closing Date as though made on and as of such
                date;
                and

            


    

     

    
      
        
        

      

      
        
          Securities
            Purchase Agreement 8

        

        
          

        

      

      
        
        

      

    

     

    
      	
            	4.2.2.	
              Performance.
                The Purchasers shall have performed, satisfied and complied in all
                material respects with all covenants, agreements and conditions required
                by the Transaction Documents to be performed, satisfied or complied
                with
                by the Purchasers at or prior to the
                Closing.

            


    

     

    
      	5.	
              INDEPENDENT
                NATURE OF PURCHASERS’ OBLIGATIONS AND RIGHTS.
                The obligations of each Purchaser under any Transaction Document
                are
                several and not joint with the obligations of any other Purchaser,
                and no
                Purchaser shall be responsible in any way for the performance of
                the
                obligations of any other Purchaser under any Transaction Document.
                The
                decision of each Purchaser to purchase Units pursuant to this Agreement
                has been made by such Purchaser independently of any other Purchaser
                and
                independently of any information, materials, statements or opinions
                as to
                the business, affairs, operations, assets, properties, liabilities,
                results of operations, condition (financial or otherwise) or prospects
                of
                the Company or of the Subsidiary which may have been made or given
                by any
                other Purchaser or by any agent or employee of any other Purchaser,
                and no
                Purchaser or any of its agents or employees shall have any liability
                to
                any other Purchaser (or any other Person) relating to or arising
                from any
                such information, materials, statements or opinions. Nothing contained
                herein or in any Transaction Document, and no action taken by any
                Purchaser pursuant thereto, shall be deemed to constitute the Purchasers
                as a partnership, an association, a joint venture or any other kind
                of
                entity, or create a presumption that the Purchasers are in any way
                acting
                in concert or as a group with respect to such obligations or the
                transactions contemplated by the Transaction Document. The Company
                hereby
                confirms that it understands that the Purchasers are not acting as
                a
                “group” as that term is used in Section 13(d) of the Exchange Act. Each
                Purchaser acknowledges that no other Purchaser has acted as agent
                for such
                Purchaser in connection with making its investment hereunder and
                that no
                other Purchaser will be acting as agent of such Purchaser in connection
                with monitoring its investment hereunder. Each Purchaser shall be
                entitled
                to independently protect and enforce its rights, including without
                limitation the rights arising out of this Agreement or out of the
                other
                Transaction Documents, and it shall not be necessary for any other
                Purchaser to be joined as an additional party in any proceeding for
                such
                purpose. Each Purchaser represents that it has been represented by
                its own
                separate legal counsel in its review and negotiations of this Agreement
                and the Transaction Documents

            


    

    


    
      	6.	
              MISCELLANEOUS 

            


    

    


    
      	
            	6.1.	
              Entire
                Agreement; Survival of Provisions.
                The Transaction Documents constitute the entire agreement of the
                parties
                with respect to the transactions contemplated hereby and supersede
                all
                prior agreements and understandings with respect thereto, whether
                written
                or oral. All of the covenants of the parties made herein shall remain
                operative and in full force and effect pursuant to their respective
                terms
                regardless of acceptance of the Shares and payment therefor. The
                representations and warranties set forth herein shall survive the
                execution and delivery of this Agreement, and the issuance of the
                Shares
                and Warrants in each case until the second anniversary of the date
                of this
                Agreement (the "Expiration
                Date"),
                and shall in no way be affected by any investigation of the subject
                matter
                thereof made by or on behalf of the Purchaser or the Company.
                Notwithstanding the preceding sentence, any representation or warranty
                in
                respect of which an indemnity may be sought hereof shall survive
                the time
                at which it would otherwise terminate pursuant to the preceding sentence,
                if a claim for indemnification shall have been given to the party
                against
                whom such indemnity may be sought prior to the Expiration Date. The
                agreements and covenants of the parties set forth in a Transaction
                Document shall survive for the term of the Transaction Document.
                The
                representations, warranties, agreements and covenants made in the
                Transaction Documents shall be deemed to have been relied upon by
                the
                parties hereto.

            


    

     

    
      
        
        

      

      
        
          Securities
            Purchase Agreement 9

        

        
          

        

      

      
        
        

      

    

     

    
      	
            	6.2.	
              No
                Waiver; Modifications in Writing.
                No failure or delay by a party in exercising any right, power or
                remedy
                hereunder shall operate as a waiver thereof, nor shall any single
                or
                partial exercise of any such right, power or remedy preclude any
                other or
                further exercise thereof or the exercise of any other right, power
                or
                remedy. Except as otherwise expressly provided herein with respect
                to any
                right of indemnification, the remedies provided for herein are cumulative
                and are not exclusive of any remedies that may be available to any
                party
                at law or in equity or otherwise. No waiver of or consent to any
                departure
                by a party from any provision of this Agreement shall be effective
                unless
                signed in writing by the parties entitled to the benefit thereof.
                No
                amendment, modification or termination of any provision of this Agreement
                shall be effective unless signed in writing by all parties. Any amendment,
                supplement or modification of or to any provision of this Agreement,
                any
                waiver of any provision of this Agreement, and any consent to any
                departure from the terms of any provision of this Agreement, shall
                be
                effective only in the specific instance and for the specific purpose
                for
                which made or given.

            


    

     

    
      	
            	6.3.	
              Notices.
                All notices, demands and other communications provided for hereunder
                shall
                be in writing, shall be given by registered or certified mail, return
                receipt requested, on the date sent by telecopy with electronic
                confirmation of such transmission, the date given by electronic or
                email
                delivery, or the business day next following deposit with a courier
                service for overnight delivery with written confirmation of such
                delivery
                or upon personal delivery, addressed to the parties, as
                follows:

            


    

     

    If
      to the
      Company, to:

     

    Versadial,
      Inc.

    305
      Madison Avenue, Suite 4510

    New
      York,
      NY 10165

    Facsimile:
      212-808-0113

    


    with
      a
      copy to (which shall not constitute notice): 

    


    Robert
      Barandes, Esq.

    Beckman,
      Lieberman & Barandes, LLP

    Suite
      1313, 116 John Street

    New
      York,
      NY 10038

    Telecopy:
      (212) 608-9687

     

    
      
        
        

      

      
        
          Securities
            Purchase Agreement 10

        

        
          

        

      

      
        
        

      

    

     

    If
      to a
      Purchaser, at the address set forth on the signature page hereto.

     

    or
      to
      such other address as any party shall designate in writing in compliance with
      the provisions of this Section.

     

    
      	
            	6.4.	
              Execution
                in Counterparts.
                This Agreement may be executed in any number of counterparts and
                by
                different parties hereto on separate counterparts, which may be delivered
                by facsimile or electronic copy, each of which counterparts, when
                so
                executed and delivered, shall be deemed to be an original and all
                of which
                counterparts, taken together, shall constitute but one and the same
                Agreement.

            


    

     

    
      	
            	6.5.	
              Binding
                Effect; Assignment.
                The rights and obligations of the parties under this Agreement may
                not be
                assigned or otherwise transferred to any other Person, without the
                prior
                written consent of the other party hereto. Except as expressly provided
                in
                this Agreement, this Agreement shall not be construed so as to confer
                any
                right or benefit upon any Person other than the parties to this Agreement
                and their respective successors and permitted assigns. This Agreement
                shall be binding upon and shall inure to the benefit of the Company,
                the
                Purchasers and their respective permitted successors and
                assigns.

            


    

     

    
      	
            	6.6.	
              Governing
                Law.
                This Agreement shall be deemed to be a contract made under and shall
                be
                governed by and construed in accordance with the internal laws of
                the
                State of New York without reference to the principles of conflict
                of laws,
                provided, however, that the due authorization, issuance and enforceability
                of the terms of the Common Stock or any requirement of stockholder
                approval or the validity or invalidity of any action by the Board
                of
                Directors or compliance by the Company or any subsidiary with its
                Certificate of Incorporation or bylaws or any of their corporate
                authority, shall be governed by, and construed in accordance with,
                the
                laws of the domicile of such entity, without giving effect to the
                principles thereof relating to the conflict of laws.
                

            


    

     

    
      	
            	6.7.	
              Consent
                to Jurisdiction and Service of Process.
                Any suit, action or proceeding arising out of or relating to the
                Transaction Documents or the transactions contemplated hereby or
                thereby
                may be instituted in any Federal court situated in the State of New
                York
                or any state court of the State of New York, in each case, in the
                Borough
                of Manhattan, City of New York, in the State of New York, and each
                party
                agrees not to assert, by way of motion, as a defense or otherwise,
                in any
                such suit, action or proceeding, any claim that it is not subject
                personally to the jurisdiction of such court, that the suit, action
                or
                proceeding is brought in an inconvenient forum, that the venue of
                the
                suit, action or proceeding is improper or that the Transaction Documents
                or the subject matter hereof or thereof may not be enforced in or
                by such
                court. Each party further irrevocably submits to the jurisdiction
                of such
                court in any such suit, action or proceeding. Any and all service
                of
                process and any other notice in any such suit, action or proceeding
                shall
                be effective against any party if given personally or by registered
                or
                certified mail, return receipt requested if sent to such party at
                the
                address for such party set forth in Section 6.3 hereof, or by any
                other
                means of mail that requires a signed receipt, postage fully prepaid,
                mailed to such party as herein provided. Nothing herein contained
                shall be
                deemed to affect the right of any party to serve process in any manner
                permitted by law or to commence legal proceedings or otherwise proceed
                against any other party in any other
                jurisdiction.

            


    

     

    
      
        
        

      

      
        
          Securities
            Purchase Agreement 11

        

        
          

        

      

      
        
        

      

    

     

    
      	
            	6.8.	
              Further
                Assurances.
                Each of the parties hereto shall execute and deliver such documents,
                instruments and agreements and take such further actions as may be
                reasonably required or desirable to carry out the provisions of the
                Transaction Documents and the transactions contemplated hereby and
                thereby, and each of the parties hereto shall cooperate with each
                other in
                connection with the foregoing.

            


    

     

    
      	
            	6.9.	
              Severability
                of Provisions.
                Any provision hereof that is prohibited or unenforceable in any
                jurisdiction shall, as to such jurisdiction, be ineffective to the
                extent
                of such prohibition or unenforceability without invalidating the
                remaining
                provisions hereof, and any such prohibition or unenforceability in
                any
                jurisdiction shall not invalidate or render unenforceable such provision
                in any other jurisdiction. To the extent permitted by law, the parties
                hereto waive any provision of law that renders any such provision
                prohibited or unenforceable in any
                respect.

            


    

     

    
      	
            	6.10.	
              Headings.
                The Article, Section and subsection headings used or contained in
                this
                Agreement are for convenience of reference only and shall not affect
                the
                construction of this Agreement.

            


    

     

    
      	
            	6.11.	
              Costs
                and Expenses.
                Other then as previously agreed to in a separate writing between
                the
                Company and Fursa Master Global Event Driven Fund, L.P., each party
                shall
                bear its own costs and expenses in connection with the execution
                and
                delivery of the Transaction
                Documents.

            


    

     

    
      	
            	6.12.	
              Waiver
                of Jury Trial.
                The parties hereto hereby irrevocably waive all right to a trial
                by jury
                in any action, proceeding or counterclaim arising out of or relating
                to
                this Agreement or any other Transaction Document or the transactions
                contemplated hereby or thereby.

            


    

     

    SIGNATURE
      PAGE 

     

    The
      Parties acknowledge that the signature page of the Subscription Agreement which
      is part of the Transaction Documents shall be deemed the signature page
      hereof.

     

    
      
        
        

      

      
        
          
            Securities
              Purchase Agreement 12