Unassociated Document


    Exhibit
      10.1

     

    SECURITIES
      PURCHASE AGREEMENT

     

    This
      Securities Purchase Agreement (this “Agreement”)
      is
      dated as of July 31, 2008, by and among CJPG, Inc., a Nevada corporation (the
      “Company”),
      and
      each purchaser identified on the signature pages hereto (each, including its
      successors and assigns, a “Purchaser”
and
      collectively, the “Purchasers”).

     

    RECITALS

     

    A. The
      Company and each Purchaser is executing and delivering this agreement in
      reliance upon the exemption from securities registration afforded by Section
      4(2) of the Securities Act of 1933, as amended (the “Securities
      Act”),
      and
      Rule 506 of Regulation D (“Regulation
      D”)
      as
      promulgated by the United States Securities and Exchange Commission under the
      Securities Act.

    


    B. The
      Company desires to raise gross proceeds of up to $10,000,000, plus an additional
      $3,000,000 to cover over-allotments, if any, pursuant to the issuance and sale
      of (i) shares of the Common Stock, par value $0.001 per share (the “Common
      Stock”),
      of
      the Company (which shares of Common Stock and shall be collectively referred
      to
      herein as the “Shares”),
      and
      (ii) and warrants, in substantially the form attached hereto as Exhibit
      A
      (the
“Warrants”).

    


    C. Each
      Purchaser, severally and not jointly, wishes to purchase, and the Company wishes
      to sell, upon the terms and conditions stated in this Agreement, (i) that
      aggregate number of Shares set forth below such Purchaser’s name on the
      signature page of this Agreement, and (ii) Warrants to acquire up to that number
      of additional shares of Common Stock equal to 50.0% of the number of Shares
      purchased by such Purchaser (rounded up to the nearest whole share) (the shares
      of Common Stock issuable upon exercise of or otherwise pursuant to the Warrants,
      collectively, the “Warrant
      Shares”).

    


    D. Each
      Purchaser shall be entitled to receive Adjustment Shares if and to the extent
      set forth in Section 2.3, in the event the Company fails to generate the amount
      of consolidated earnings before interest, taxes, depreciation and amortization
      for calendar year ended December 31, 2009 set forth in Section 2.3.


    


    D. The
      Shares, the Warrants and the Warrant Shares issued pursuant to this Agreement
      are collectively referred to herein as the “Securities”.
      The
      Adjustment Shares are also referred to herein as the “Adjustment Securities”.

    


    E. The
      Company has engaged Sterne Agee & Leach, Inc., Feltl and Company, Inc. and
      Rodman & Renshaw LLC as its placement agents (the “Placement
      Agents”)
      for
      the offering of the Securities on a “best efforts” basis.

    


    F. Contemporaneously
      with the execution and delivery of this Agreement, the parties hereto are
      executing and delivering a Registration Rights Agreement, in the form attached
      hereto as Exhibit
      B
      (the
“Registration
      Rights Agreement”),
      pursuant to which, among other things, the Company will agree to provide certain
      registration rights with respect to the Shares, the Warrant Shares and the
      Adjustment Shares under the Securities Act and applicable state securities
      laws.

    


    G. Immediately
      prior to the initial closing of the purchase and sale of the Shares and the
      Warrants pursuant to this Agreement (such initial closing and any subsequent
      closings are each referred to herein as a “Closing”),
      and
      as a condition to such Closing, the Company will consummate a reverse
      acquisition of TableMAX Holdings, LLC, a California limited liability company
      (“TableMAX”),
      in
      which the members of TableMAX will transfer to the Company prior to the initial
      Closing a minimum of 98% of the outstanding capital securities of TableMAX
      in
      exchange for shares of Common Stock (the “Reverse
      Acquisition”);
      upon
      consummation of the Reverse Acquisition, TableMAX will be at least a 98%-owned
      subsidiary of the Company. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    NOW,
      THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
      and for other good and valuable consideration, the receipt and adequacy of
      which
      are hereby acknowledged, the Company and the Purchasers hereby agree as
      follows:

    


    ARTICLE
      I.

    DEFINITIONS

     

    1.1 Definitions.
      In
      addition to the terms defined elsewhere in this Agreement, for all purposes
      of
      this Agreement, the following terms shall have the meanings indicated in this
      Section 1.1:

     

    “2009
      Adjusted Income”
means
      the consolidated net income of the Company for the twelve months ended December
      31, 2009, before interest, taxes, depreciation and amortization (and before
      adjustments for non-cash and cash charges related to the Adjustment Securities
      or the other transactions contemplated in the Transaction Documents (including
      any expenses of the exchange transactions between TableMAX and the Company
      or
      the offer, sale and registration for resale of the Securities), based on the
      financial results reported in the Company’s periodic reports filed with the
      Securities and Exchange Commission culminating with the quarterly report on
      Form
      10-Q for the fiscal quarter ended December 31, 2009. 

     

    “Action”
means
      any action, suit, inquiry, notice of violation, proceeding (including any
      partial proceeding such as a deposition) or investigation pending or, to the
      Company’s Knowledge, threatened in writing against or affecting the Company or
      any of their respective properties before or by any court, arbitrator,
      governmental or administrative agency, regulatory authority (federal, state,
      county, local or foreign), stock market, stock exchange or trading
      facility.

     

    “Adjustment
      Factor”
means
      a
      fraction (i) the numerator of which is equal to the 2009 Adjusted Income, and
      (ii) the denominator of which is equal to $8.114 million; provided,
      however,
      that,
      the Adjusted Factor shall in no event be less than zero (0) nor greater than
      two-tenths (0.2).

     

    “Adjustment
      Securities”
has
      the
      meaning set forth in the Recitals. 

     

    “Adjustment
      Shares”
has
      the
      meaning set forth in Section 2.3. 

     

    “Affiliate”
means,
      with respect to any Person, any other Person that, directly or indirectly
      through one or more intermediaries, Controls, is controlled by or is under
      common control with such Person, as such terms are used in and construed under
      Rule 144. With respect to a Purchaser, any investment fund or managed account
      that is managed on a discretionary basis by the same investment manager as
      such
      Purchaser will be deemed to be an Affiliate of such Purchaser.

     

    “Amendment”
means
      the filing of an amendment to the Company’s Articles of Incorporation with the
      Nevada Secretary of State for purposes of increasing the Company’s authorized
      Common Stock to an amount sufficient to provide for the Company’s issuance of
      all of the Securities and Adjustment Securities pursuant to this Agreement.
      

     

    “Bridge
      Notes”
      has the
      meaning set forth on Schedule 3.1(a) attached hereto.

     

    
      
        
        

      

      
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    “Business
      Day”
means
      a
      day, other than a Saturday or Sunday, on which banks in New York City are open
      for the general transaction of business.

     

    “Closing”
has
      the
      meaning set forth in the Recitals.

     

    “Closing
      Date”
means
      the Business Day when all of the Transaction Documents have been executed and
      delivered by the applicable parties thereto, and all of the conditions set
      forth
      in Sections 2.1, 2.2, 5.1 and 5.2 hereof are satisfied, or such other date
      as
      the parties may agree.

     

    “Commission”
means
      the United States Securities and Exchange Commission.

     

    “Common
      Stock”
has
      the
      meaning set forth in the Recitals, and also includes any securities into which
      the Common Stock may hereafter be reclassified or changed. 

     

    “Company
      Counsel”
means
      Greenberg Traurig, LLP

    


       “Company
      Deliverables”
has
      the
      meaning set forth in Section 2.2(a).

    


       “Company’s
      Knowledge”
means,
      with respect to any statement, that such statement is based upon the actual
      knowledge of the officers of the Company or officers of TableMAX, as applicable,
      having responsibility for the matter or matters that are the subject of the
      statement. 

    


    “Control”
      (including the terms “controlling”, “controlled by” or “under common control
      with”) means the possession, direct or indirect, of the power to direct or cause
      the direction of the management and policies of a Person, whether through the
      ownership of voting securities, by contract or otherwise.

     

    “Disclosure
      Materials”
means
      the (i) Financial Statements; (ii) the Company’s pro forma draft of a
      Registration Statement on Form S-1 dated June 26, 2008 prepared to give effect
      to the Reverse Acquisition and the equity based transactions contemplated by
      this Agreement or referred to in the schedules hereto; and (iii) the Company’s
      pro forma Capitalization Schedule dated June 26, 2008 prepared to give effect
      to
      the equity based transactions contemplated by this Agreement or referred to
      in
      the schedules hereto. 

     

    “Effective
      Date”
means
      the date on which the initial Registration Statement required by Section 2(a)
      of
      the Registration Rights Agreement is first declared effective by the
      Commission.

     

    “Effectiveness
      Deadline”
means
      the date on which the initial Registration Statement is required to be declared
      effective by the Commission under the terms of the Registration Rights
      Agreement.

     

    “Environmental
      Laws”
has
      the
      meaning set forth in Section 3.1(l).

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, or any successor statute,
      and
      the rules and regulations promulgated thereunder.

     

    “Financial
      Statements”
has
      the
      meaning set forth in Section 3.1(i).

     

    “GAAP”
means
      U.S. generally accepted accounting principles, as applied by the
      Company.

     

    “Intellectual
      Property”
has
      the
      meaning set forth in Section 3.1(r).

     

    “Lien”
means
      any lien, charge, claim, encumbrance, security interest, right of first refusal,
      preemptive right or other restrictions of any kind.

     

    
      
        
        

      

      
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    “Material
      Adverse Effect”
means
      any of (i) a material and adverse effect on the legality, validity or
      enforceability of any Transaction Document, (ii) a material and adverse effect
      on the consolidated results of operations, assets, prospects, business or
      financial condition of the Company and TableMAX, or (iii) any material adverse
      impairment to the Company's ability to perform in any material respect on a
      timely basis its obligations under any Transaction Document.

     

    “Material
      Contract”
means
      any contract of that is material to the consolidated business operations of
      the
      Company and TableMAX.

    


    “Material
      Permits”
has
      the
      meaning set forth in Section 3.1(p).

     

    “New
      York Courts”
means
      the state and federal courts sitting in the City of New York, Borough of
      Manhattan.

     

    “Outside
      Date”
means
      July 31, 2008.

     

    “Person”
means
      an individual, corporation, partnership, limited liability company, trust,
      business trust, association, joint stock company, joint venture, sole
      proprietorship, unincorporated organization, governmental authority or any
      other
      form of entity not specifically listed herein.

     

    “Principal
      Trading Market”
means
      the Trading Market on which the Common Stock is primarily listed on and quoted
      for trading, which, as of the date of this Agreement and the Closing Date,
      shall
      be the electronic pink sheets of the U. S. Over-the-Counter (OTC)
      market.

     

    “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”
means
      $0.405 per Share.

     

    “Purchaser
      Deliverables”
has
      the
      meaning set forth in Section 2.2(c).

     

    “Registration
      Rights Agreement”
has
      the
      meaning set forth in the Recitals.

     

    “Registration
      Statement”
means
      a
      registration statement meeting the requirements set forth in the Registration
      Rights Agreement and covering the resale by the Purchasers of the Registrable
      Securities (as defined in the Registration Rights Agreement).

     

    “Required
      Approvals”
has
      the
      meaning set forth in Section 3.1(e).

     

    “Reverse
      Acquisition”
has
      the
      meaning set forth in the Recitals.

     

    “Rule
      144”
means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “Secretary’s
      Certificate”
has
      the
      meaning set forth in Section 2.2(a)(v).

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended.

     

    “Shareholder
      Approval”
means
      such approval from the shareholders of the Company as may be required under
      the
      Articles of Incorporation and bylaws of the Company and applicable Nevada law
      with respect to the Amendment. 


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    “Short
      Sales”
      include, without limitation, all “short sales” as defined in Rule 200
      promulgated under Regulation SHO under the Exchange Act, whether or not against
      the box, and all types of direct and indirect stock pledges, forward sale
      contracts, options, puts, calls, short sales, swaps, “put equivalent positions”
(as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements
      (including on a total return basis), and sales and other transactions through
      non-US broker dealers or foreign regulated brokers.

     

    “Subscription
      Amount”
means
      with respect to each Purchaser, the aggregate amount to be paid for the Shares
      and the related Warrants purchased hereunder as indicated on such Purchaser’s
      signature page to this Agreement next to the heading “Purchase Price
      (Subscription Amount)”.

     

    “TableMAX”
has
      the
      meaning set forth in the Recitals.

     

    “Trading
      Affiliate”
has
      the
      meaning set forth in Section 3.2(g).

     

    “Trading
      Day”
means
      (i) a day on which the Common Stock is listed or quoted and traded on its
      primary Trading Market (other than the OTC Bulletin Board), or (ii) if the
      Common Stock is not listed on a Trading Market (other than the OTC Bulletin
      Board), a day on which the Common Stock is traded in the over-the-counter
      market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock
      is
      not quoted on any Trading Market, a day on which the Common Stock is quoted
      in
      the over-the-counter market as reported by the Pink Sheets, LLC (or any similar
      organization or agency succeeding to its functions of reporting prices);
provided,
      that in
      the event that the Common Stock is not listed or quoted as set forth in (i),
      (ii) and (iii) hereof, then Trading Day shall mean a Business Day.

     

    “Trading
      Market”
means
      whichever of the New York Stock Exchange, the American Stock Exchange, the
      NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market
      or the OTC Bulletin Board (including the electronic pink sheets) on which the
      Common Stock is listed or quoted for trading on the date in
      question.

     

    “Transaction
      Documents”
means
      this Agreement, the schedules and exhibits attached hereto, the Warrants, the
      Registration Rights Agreement and any other documents or agreements executed
      in
      connection with the transactions contemplated hereunder.

     

    “Transfer
      Agent”
means
      Florida Atlantic Stock Transfer Inc. or any successor transfer agent for the
      Company.

     

    “Warrants”
has
      the
      meaning set forth in the Preamble to this Agreement. The Placement Agents and/or
      their designees are also receiving placement agent warrants as compensation
      for
      services rendered in connection with the transactions set forth herein, which
      warrants shall also constitute “Warrants” for all purposes
      hereunder.

     

    ARTICLE
      II.

    PURCHASE
      AND SALE

     

    2.1 Closing.
      (a)
      Subject to the terms and conditions set forth in this Agreement, at the initial
      Closing, the Company shall issue and sell to each Purchaser, and each Purchaser
      shall, severally and not jointly, purchase from the Company, such number of
      Shares of Common Stock equal to the quotient resulting from dividing (i) the
      aggregate purchase price for such Purchaser, as indicated below such Purchaser’s
      name on the signature page of this Agreement (the “Subscription
      Amount”)
      by
      (ii) the Purchase Price, rounded to the nearest whole Share. In addition, each
      Purchaser shall receive a Warrant to purchase a number of Warrant Shares equal
      to 50.0% of the number of Shares purchased by such Purchaser, as indicated
      below
      such Purchaser’s name on the signature page of this Agreement, rounded up to the
      nearest whole share. The Warrants shall have an exercise price equal to 100%
      of
      the Purchase Price and shall be exercisable at any time prior to the third
      anniversary of the date of issuance. In any subsequent Closing, the Company
      may
      sell additional Securities and related contingent rights to Adjustment
      Securities subject to the terms and conditions of this Agreement provided that
      the aggregate gross proceeds to the Company from such additional sales, when
      added to the aggregate gross proceeds to the Company from all previous Closings,
      shall not exceed $13,000,000.

     

    
      
        
        

      

      
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    (b) Each
      Purchaser must complete and return a duly executed, unaltered copy of this
      Agreement (including without limitation the completed Accredited Investor
      Questionnaire and the Stock Certificate Questionnaire included as Exhibits
      C-1
      and C-2 hereto, respectively) to the Placement Agents and shall deposit the
      amount of readily available funds equal to such Purchaser’s Subscription Amount
      in a segregated escrow account (the “Escrow
      Account”)
      with
      an escrow agent designated by the Placement Agents (the “Escrow
      Agent”)
      by
      delivering a check made payable to “Private Bank Minnesota - CJPG, Inc. Escrow
      Account or by wire transfer of immediately available funds pursuant to the
      instructions provided below:

     

    Private
      Bank Minnesota

    222
      South 9th
      Street, 3800

    


    ABA#:
      091005836

    ACCOUNT
      #:3033800

    FOR: CJPG,
      INC. - TABLEMAX

    Attn:
      Thomas E. Cardle, Vice President

    Tel
      #: (612) 321-0991

    Fax
      #:(612) 321-0894

     

    The
      Company and the Placement Agents retain complete discretion to accept or reject
      any subscription unless and until the Company executes and delivers a
      counterpart to this Agreement that includes such Purchaser’s signature.


     

    (c) Each
      Closing shall be held at a date and time designated by the Company and the
      Placement Agents prior to 11:59 p.m. Pacific Daylight Time on the Outside Date
      and shall occur at such location or remotely by facsimile transmission or other
      electronic means as the parties may mutually agree. Upon satisfaction or waiver
      of all conditions to the Closing, the Placement Agents and the Company shall
      instruct the Escrow Agent to release the proceeds held in the Escrow Account
      to
      the Company, less fees and expenses due to the Placement Agents. Interest,
      if
      any, that has accrued with respect to the Subscription Amount while in escrow
      shall also be distributed to the Company at the Closing and the Purchaser will
      have no right to such interest, even if there is no Closing. 

     

    2.2 Closing
      Deliveries.
        (a) At
      or
      prior to the Closing, the Company shall issue, deliver or cause to be delivered
      to each Purchaser the following (the “Company
      Deliverables”):

     

    (i) this
      Agreement, duly executed by the Company;

     

    (ii) a
      copy of
      irrevocable transfer agent instructions, to be delivered to the Transfer Agent
      at the Closing, instructing the Transfer Agent to issued one or more stock
      certificates, free and clear of all restrictive and other legends (except as
      provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by
      Purchaser hereunder, registered in the name of such Purchaser as set forth
      on
      the Stock Certificate Questionnaire included as Exhibit C-2 hereto; 

     

    
      
        
        

      

      
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    (iii) a
      legal
      opinion of Company Counsel, in a form reasonably acceptable to the Placement
      Agents and counsel to the Placement Agents, executed by such counsel and
      addressed to the Purchasers and the Placement Agents; 

     

    (iv) the
      Registration Rights Agreement, duly executed by the Company; 

     

    (v) a
      certificate of the Secretary of the Company (the “Secretary’s
      Certificate”),
      dated
      as of the Closing Date, (a) certifying the resolutions adopted by the Board
      of
      Directors of the Company approving the transactions contemplated by this
      Agreement and the other Transaction Documents and the issuance of the
      Securities, (b) certifying the current versions of the certificate of
      incorporation, as amended and by-laws of the Company, and (c) certifying as
      to
      the signatures and authority of persons signing the Transaction Documents and
      related documents on behalf of the Company;

     

    (vi) the
      Compliance Certificate referred to in Section 5.1(h);

     

    (vii) a
      certificate evidencing the formation and good standing of the Company in the
      State of Nevada issued by the Secretary of State (or comparable office) as
      of a
      date within 10 days of the Closing Date; 

     

    (viii) a
      certified copy of the Company’s Articles of Incorporation, including the
      Amendment, as certified by the Secretary of State of the State of Nevada within
      ten (10) days of the Closing Date; and

     

    (ix) copies
      of
      (i) the audited balance sheets of the Company as of September 30, 2007 and
      2006
      and the related audited statements of income, stockholders equity and cash
      flow
      for each of the twelve months then ended (the “Audited
      Company Statements”);
      and
      (ii) the final version of the Interim Company Statements
      (as such
      term is defined in Section 3.1(i).

     

    (b) within
      three (3) Business Days following the Closing, the Company shall issue, deliver
      or cause to be delivered to each Purchaser the following :

     

    (i) in
      accordance with the transfer agent instructions contemplated by Section
2.2(a)(ii),
      one or
      more stock certificates, free and clear of all restrictive and other legends
      (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed
      for by Purchaser hereunder, registered in the name of such Purchaser as set
      forth on the Stock Certificate Questionnaire included as Exhibit C-2 hereto;
      and


     

    (ii) a
      Warrant, executed by the Company and registered in the name of such Purchaser
      as
      set forth on the Stock Certificate Questionnaire included as Exhibit C-2 hereto,
      pursuant to which such Purchaser shall have the right to acquire such number
      of
      Warrant Shares equal to 50.0% of the number of Shares issuable to such Purchaser
      pursuant to Section 2.2(a)(ii), rounded up to the nearest whole share, on the
      terms set forth therein;

     

    (c) On
      or
      prior to the Closing, each Purchaser shall deliver or cause to be delivered
      to
      the Company the following (the “Purchaser
      Deliverables”):

     

    (i) this
      Agreement, duly executed by such Purchaser;

     

    (ii) its
      Subscription Amount, in United States dollars and in immediately available
      funds, in the amount set forth as the “Purchase Price” indicated below such
      Purchaser’s name on the applicable signature page hereto by wire transfer to an
      account designated in writing by the Company for such purpose, as set forth
      on
Exhibit
      D
      attached
      hereto; 

     

    
      
        
        

      

      
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    (iii) the
      Registration Rights Agreement, duly executed by such Purchaser; 

     

    (iv) a
      fully
      completed and duly executed Selling Stockholder Questionnaire in the form
      attached as Annex
      B
      to the
      Registration Rights Agreement; and

     

    (v) a
      fully
      completed and duly executed Accredited Investor Questionnaire and Stock
      Certificate Questionnaire in the forms attached hereto as Exhibits
      C-1
      and
C-2,
      respectively.

     

    2.3 Adjustment
      Securities.
      If the
      Company generates less than $8.114 million of 2009 Adjusted Income, then the
      Company shall issue to each Purchaser a number of additional shares of Common
      Stock (the “Adjustment
      Shares”)
      equal
      to the number of Shares issued to such Purchaser at the Closing multiplied
      by
      the Adjustment Factor. If applicable, the Company shall, within five Business
      Days following filing of the Company’s quarterly report on Form 10-Q for the
      fiscal quarter ended December 31, 2009, issue, deliver or cause to be delivered
      to each Purchaser one or more stock certificates, free and clear of all
      restrictive and other legends (except as provided in Section 4.1(b) hereof),
      evidencing the Adjustment Shares to which such Purchaser is entitled, registered
      in the name of such Purchaser as set forth on the Stock Certificate
      Questionnaire included as Exhibit C-2 hereto. The number of Adjustment Shares
      shall be subject to appropriate adjustment in the event of any stock splits,
      stock dividends, stock combinations or other capital reorganizations of the
      Company occurring between the Closing and any issuances required by this Section
      2.3. 

     

    ARTICLE
      III.

    REPRESENTATIONS
      AND WARRANTIES

     

    3.1 Representations
      and Warranties of the Company.
      The
      Company hereby represents and warrants to the Purchasers and to the Placement
      Agents that, except as set forth in the Schedules delivered
      herewith:

     

    (a) Subsidiaries.
      Immediately
      prior to the Closing, and after giving effect to the Reverse Acquisition, the
      Company owns at least 98% of the issued and outstanding membership interests
      of
      TableMAX. All
      of
      the outstanding membership interests of TableMAX are duly authorized, validly
      issued, fully paid and non-assessable, have been issued in compliance in all
      material respects with all applicable federal and state securities laws, and
      none of such outstanding membership interests were issued in violation of any
      preemptive rights or similar rights to subscribe for or purchase any capital
      stock of the TableMAX. TableMAX has no other equity securities or securities
      containing any equity features authorized, issued or outstanding. There are
      no
      agreements or other rights or arrangements existing which provide for the sale
      or issuance of such securities and there are no rights, subscriptions, warrants,
      options, conversion rights or agreements of any kind outstanding to purchase
      or
      otherwise acquire from TableMAX any securities of TableMAX. The capitalization
      of TableMAX prior to the consummation of the Reverse Acquisition is set forth
      in
Schedule
      3.1(a).
      With
      the exception of TableMAX, the Company does not currently own or control,
      directly or indirectly, any interest in any other corporation, partnership,
      trust, joint venture, limited liability company, association, or other business
      entity. 

     

    
      
        
        

      

      
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    (b) Organization
      and Qualification.
      The
      Company is an entity duly incorporated or otherwise 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
      or
      lease and use its properties and assets and to carry on its business as
      currently conducted. The Company is not in violation of any of the provisions
      of
      its articles of incorporation, bylaws or other organizational or charter
      documents. The Company is duly qualified to conduct 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 have or reasonably be expected to have,
      individually or in the aggregate, resulted in a Material Adverse Effect, and
      no
      Proceeding has been instituted in any such jurisdiction revoking, limiting
      or
      curtailing or seeking to revoke, limit or curtail such power and authority
      or
      qualification. TableMAX is an entity duly incorporated or otherwise 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 or lease and use its properties and assets and to carry on
      its
      business as currently conducted. TableMAX is not in violation of any of the
      provisions of its articles of organization, bylaws or other organizational
      or
      charter documents. TableMAX is duly qualified to conduct 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 have or reasonably be expected to have,
      individually or in the aggregate, resulted in a Material Adverse Effect, and
      no
      Proceeding has been instituted in any such jurisdiction revoking, limiting
      or
      curtailing or seeking to revoke, limit or curtail such power and authority
      or
      qualification.

     

    (c) Authorization;
      Enforcement; Validity.
      Subject
      to obtaining Shareholder Approval and filing of the Amendment, the Company
      has
      the requisite corporate power and authority to enter into and to consummate
      the
      transactions contemplated by each of the Transaction Documents to which it
      is a
      party and otherwise to carry out its obligations hereunder and thereunder.
      The
      execution and delivery by the Company of each of the Transaction Documents
      to
      which it is a party and, subject to obtaining Shareholder Approval and filing
      of
      the Amendment, the consummation by it of the transactions contemplated hereby
      and thereby have been duly authorized by all necessary corporate action on
      the
      part of the Company, and no further corporate action is required by the Company,
      its Board of Directors or its shareholders in connection therewith other than
      in
      connection with the Required Approvals. Each of the Transaction Documents to
      which it is a party has been (or upon delivery will have been) duly executed
      by
      the Company and is, or when delivered in accordance with the terms hereof,
      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. There are no shareholder agreements, voting agreements, or other
      similar arrangements with respect to the Company’s capital stock to which the
      Company is a party or, to the Company’s Knowledge, between or among any of the
      Company’s shareholders.

     

    (d) No
      Conflicts.
      The
      execution, delivery and performance by the Company of the Transaction Documents
      to which it is a party and the consummation by the Company of the transactions
      contemplated hereby or do not and will not (i) subject to obtaining Shareholder
      Approval and filing of the Amendment, conflict with or violate any provision
      of
      the Company’s certificate of incorporation, bylaws or other organizational or
      charter documents, (ii) conflict with, or constitute a default (or an event
      that
      with notice or lapse of time or both would become a default) under, result
      in
      the creation of any Lien upon any of the properties or assets of the Company
      or
      TableMAX or give to others any rights of termination, amendment, acceleration
      or
      cancellation (with or without notice, lapse of time or both) of, any agreement,
      credit facility, debt or other instrument (evidencing a Company debt or
      otherwise) or other understanding to which the Company or TableMAX is a party
      or
      by which any property or asset of the Company or TableMAX is bound or affected,
      or (iii) subject to the Required Approvals, conflict with or 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
      TableMAX is subject (including federal and state securities laws and regulations
      and the rules and regulations, assuming the correctness of the representations
      and warranties made by the Purchasers herein, of any self-regulatory
      organization to which the Company or its securities are subject, including
      all
      applicable Trading Markets), or by which any property or asset of the Company
      or
      TableMAX is bound or affected, except in the case of clauses (ii) and (iii),
      such as would not, individually or in the aggregate, have or reasonably be
      expected to result in a Material Adverse Effect.

     

    
      
        
        

      

      
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    (e) Filings,
      Consents and Approvals.
      The
      Company is not required to obtain any consent, waiver, authorization or order
      of, give any notice to, 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 the
      Transaction Documents (including the issuance of the Securities and, if
      applicable, the Adjustment Securities), other than (i) the filing of the
      Amendment, (ii) the filing with the Commission of one or more Registration
      Statements in accordance with the requirements of the Registration Rights
      Agreement, (iii) filings required by applicable state securities laws, (iv)
      the
      filing of a Notice of Sale of Securities on Form D with the Commission under
      Regulation D of the Securities Act, (v) the filing of any requisite notices
      and/or application(s) to the Principal Trading Market for the issuance and
      sale
      of the Common Stock and the Warrants and the listing of the Common Stock for
      trading or quotation, as the case may be, thereon in the time and manner
      required thereby (except as disclosed on Schedule 3.1(e)), and (vi) those that
      have been made or obtained prior to the date of this Agreement (collectively,
      the “Required
      Approvals”).

     

    (f) Issuance
      of the Securities.
      Subject
      to obtaining Shareholder Approval and filing of the Amendment, the Shares and
      the Adjustment Shares have been duly authorized and, when issued and paid for
      in
      accordance with the terms of the Transaction Documents, will be duly and validly
      issued, fully paid and nonassessable, free and clear of all Liens, other than
      restrictions on transfer provided for in the Transaction Documents or imposed
      by
      applicable securities laws, and shall not be subject to preemptive or similar
      rights of shareholders. Subject to obtaining Shareholder Approval and filing
      of
      the Amendment, the Warrants have been duly authorized and, when issued and
      paid
      for in accordance with the terms of the Transaction Documents, will be duly
      and
      validly issued, free and clear of all Liens, other than restrictions on transfer
      provided for in the Transaction Documents or imposed by applicable securities
      laws, and shall not be subject to preemptive or similar rights of shareholders.
      Subject to obtaining Shareholder Approval and filing of the Amendment, the
      Warrant Shares issuable upon exercise of the Warrants have been duly authorized
      and, when issued and paid for in accordance with the terms of the Transaction
      Documents, will be duly and validly issued, fully paid and nonassessable, free
      and clear of all Liens, other than restrictions on transfer provided for in
      the
      Transaction Documents or imposed by applicable securities laws, and shall not
      be
      subject to preemptive or similar rights of shareholders. Assuming the accuracy
      of the representations and warranties of the Purchasers in this Agreement,
      the
      Securities and, if applicable, the Adjustment Securities, will be issued in
      compliance with all applicable federal and state securities laws. The Company
      shall, so long as any of the Warrants are outstanding, take all action necessary
      to reserve and keep available out of its authorized and unissued capital stock,
      solely for the purpose of effecting the exercise thereof, 100% of the number
      of
      shares of Common Stock issuable upon exercise thereof.

     

    
      
        
        

      

      
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    (g) Capitalization.
      Immediately prior to the Closing, and after giving effect to the Reverse
      Acquisition, the receipt of Shareholder Approval and the filing of the
      Amendment, the authorized capital stock of the Company will consist of 100
      million shares of Common Stock and 10 million shares of $0.01 par value
      preferred stock (“Preferred
      Stock”),
      of
      which 17,477,215 shares of Common Stock and no shares of Preferred Stock are
      issued and outstanding (without giving effect to Shares issued at previous
      Closings, if any). All of the outstanding shares of capital stock of the Company
      are duly authorized, validly issued, fully paid and non-assessable, have been
      issued in compliance in all material respects with all applicable federal and
      state securities laws, and none of such outstanding shares was issued in
      violation of any preemptive rights or similar rights to subscribe for or
      purchase any capital stock of the Company. Except for the Securities and
      Adjustment Securities or as set forth on Schedule
      3.1(g)
      attached
      hereto, the Company has no other equity securities or securities containing
      any
      equity features authorized, issued or outstanding and (i) no shares of the
      Company's capital stock are subject to preemptive rights or any other similar
      rights or any liens or encumbrances suffered or permitted by the Company; (ii)
      there are no outstanding options, warrants, rights to subscribe to, calls or
      commitments of any character whatsoever relating to, or securities or rights
      convertible into, or exercisable or exchangeable for, any shares of capital
      stock of the Company, or contracts, commitments, understandings or arrangements
      by which the Company is or may become bound to issue additional shares of
      capital stock of the Company or options, warrants, rights to subscribe to,
      calls
      or commitments of any character whatsoever relating to, or securities or rights
      convertible into, or exercisable or exchangeable for, any shares of capital
      stock of the Company; (iii) there are no outstanding debt securities, notes,
      credit agreements, credit facilities or other agreements, documents or
      instruments evidencing indebtedness of the Company or by which the Company
      is or
      may become bound; (iv) there are no financing statements securing obligations
      in
      any material amounts, either singly or in the aggregate, filed in connection
      with the Company; (v) there are no agreements or arrangements under which the
      Company is obligated to register the sale of any of their securities under
      the
      Securities Act (except the Registration Rights Agreement); (vi) there are no
      outstanding securities or instruments of the Company or which contain any
      redemption or similar provisions, and there are no contracts, commitments,
      understandings or arrangements by which the Company is or may become bound
      to
      redeem a security of the Company; and (vii) there are no securities or
      instruments containing anti-dilution or similar provisions that will be
      triggered by the issuance of the Securities or, if applicable, the Adjustment
      Securities; (viii) the Company does not have any stock appreciation rights
      or
“phantom stock” plans or agreements or any similar plan or
      agreement.

     

    (h) Material
      Contracts. TableMAX
      and, to the Company’s knowledge, each other party thereto, has performed all
      material obligations required to be performed under the Material Contracts,
      and
      are not in default under any Material Contract which default would reasonably
      be
      expected to have a Material Adverse Effect. The Material Contracts are each
      in
      full force and effect and TableMAX has not waived or assigned to any other
      person any of its rights thereunder. True, correct and complete copies of all
      Material Contracts have been made available to the Purchasers.

     

    (i) Financial
      Statements. Referred
      to on Schedule
      3.1(i),
      and
      incorporated therein by reference to the draft Registration Statement on Form
      S-1 dated June 26, 2008 included in the Disclosure Materials, are (i) the
      unaudited balance sheets of the Company as of September 30, 2007 and 2006 and
      the related unaudited statements of income, stockholders equity and cash flow
      for each of the twelve months then ended (the “
      Annual Company Statements”);
      (ii)
      the unaudited balance sheet of the Company as of March 31, 2008 and the related
      unaudited statements of income and cash flow for the six month period then
      ended
      (the “Interim
      Company Statements”;
      and
      collectively with the Annual
      Company Statements, the “Company Financial Statements”);
      (iii)
      the audited consolidated balance sheets of TableMAX as of September 30, 2007
      and
      2006 and the related audited consolidated statements of income, members’ equity
      and cash flow for each of the twelve month periods then ended (the “Audited
      TableMAX Statements”);
      and
      (iv) the unaudited consolidated balance sheet of TableMAX as of March 31, 2008,
      and the related unaudited consolidated statements of income and cash flow for
      the six month period then ended (the “Interim
      TableMAX Statements”;
      and
      collectively with the Audited TableMAX Statements as the “TableMAX Financial
      Statements”)
      (the
      TableMAX Financial Statements and the Company Financial Statements collectively,
      the “Financial Statements”). The TableMAX Financial Statements comply in all
      material respects with accounting requirements and the rules and regulations
      of
      the Commission currently in effect with respect. Such TableMAX Financial
      Statements have been prepared in accordance with GAAP applied on a consistent
      basis during the periods involved, except as may be otherwise specified in
      theTableMAX Financial Statements or the notes thereto and except that the
      Interim TableMAX Statements may not contain all footnotes required by GAAP,
      and
      fairly present in all material respects the financial position of TableMAXas
      of
      the dates thereof and the results of operations and cash flows for the periods
      then ended, subject, in the case of the Interim TableMAX Statements, to normal,
      year-end audit adjustments. 

     

    
      
        
        

      

      
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    The
      Company Financial Statements have been prepared in accordance with good
      accounting practices and fairly present in all material respects the financial
      position of the Company, as applicable, as of the dates thereof and the results
      of operations and cash flows for the periods then ended, subject, in the case
      of
      the Interim Company Financial Statements, to normal, year-end audit adjustments.
      The Audited Annual Company Statements and the final version of the Interim
      Company Statements to be delivered to the Purchaser prior to or at the Closing
      will (i) comply in all material respects with accounting requirements and the
      rules and regulations of the Commission currently in effect with respect; (ii)
      have been prepared in accordance with GAAP applied on a consistent basis during
      the periods involved, except as may be otherwise specified in therein or in
      the
      notes thereto and except that the Interim Company Statements may not contain
      all
      footnotes required by GAAP, (iii) fairly present in all material respects the
      financial position of the Company as of the dates thereof and the results of
      operations and cash flows for the periods then ended, subject, in the case
      of
      the Interim Company Statements, to normal, year-end audit adjustments; and
      (iv)
      not reflect any material adverse changes from the Company Financial Statements
      included in the draft Registration Statement on Form S-1 dated June 26, 2008
      included in the Disclosure Materials. 

    


    (j) Tax
      Matters Except
      as
      set forth on Schedule
      3.1(j),
      each of
      the Company and TableMAX (i) has accurately and timely prepared and filed all
      foreign, federal and state income and all other tax returns, reports and
      declarations required by any jurisdiction to which it is subject, (ii) has
      paid
      all taxes and other governmental assessments and charges that are material
      in
      amount, shown or determined to be due on such returns, reports and declarations,
      except those being contested in good faith, with respect to which adequate
      reserves have been set aside on the books of the Company and (iii) has set
      aside
      on its books provisions reasonably adequate for the payment of all taxes for
      periods subsequent to the periods to which such returns, reports or declarations
      apply, except, in the case of clauses (i) and (ii) above, where the failure
      to
      so pay or file any such tax, assessment, charge or return would not result
      in a
      Material Adverse Effect. There are no unpaid taxes in any material amount
      claimed to be due by the Company or TableMAX by the taxing authority of any
      jurisdiction. 

     

    (k) Material
      Changes.
      Since
      March 31, 2008, and except as contemplated by the Transaction Documents (i)
      there have been no events, occurrences or developments that have had or that
      could reasonably be expected to result, either individually or in the aggregate,
      in a Material Adverse Effect, (ii) neither the Company nor TableMAX has incurred
      any liabilities (contingent or otherwise) other than (A) trade payables, accrued
      expenses and other liabilities incurred in the ordinary course of business
      consistent with past practice and (B) liabilities not required to be reflected
      in the Financial Statements pursuant to GAAP, (iii) neither the Company nor
      TableMAX has altered its method of accounting or the manner in which it keeps
      its accounting books and records, (iv) neither the Company nor TableMAX has
      declared or made any dividend or distribution of cash or other property to
      its
      shareholders or members, as applicable, or purchased, redeemed or made any
      agreements to purchase or redeem any shares of its capital stock or membership
      interests, as applicable, and (v) there has not been any material change or
      amendment to, or any waiver of any material right under, any contract under
      which the Company or TableMAX, or any of their assets are bound or
      subject.

     

    (l) Environmental
      Matters.
      To the
      Company’s Knowledge, neither the Company nor TableMAX (i) is in violation of any
      statute, rule, regulation, decision or order of any governmental agency or
      body
      or any court, domestic or foreign, relating to the use, disposal or release
      of
      hazardous or toxic substances or relating to the protection or restoration
      of
      the environment or human exposure to hazardous or toxic substances
      (collectively, “Environmental
      Laws”),
      (ii)
      owns or operates any real property contaminated with any substance that is
      in
      violation of any Environmental Laws, (iii) is liable for any off-site disposal
      or contamination pursuant to any Environmental Laws, and (iv) is subject to
      any
      claim relating to any Environmental Laws; which violation, contamination,
      liability or claim has had or could reasonably be expected to have a Material
      Adverse Effect, individually or in the aggregate; and there is no pending or,
      to
      the Company’s Knowledge, threatened investigation that might lead to such a
      claim.

     

    
      
        
        

      

      
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    (m) Litigation.
      Except
      as set forth on Schedule
      3.1(m),
      there
      is no Action which (i) adversely affects or challenges the legality, validity
      or
      enforceability of any of the Transaction Documents or (ii) would, if there
      were
      an unfavorable decision, individually or in the aggregate, have or reasonably
      be
      expected to result in a Material Adverse Effect. Neither the Company nor
      TableMAX, nor the Company’s Knowledge, any current director or officer thereof
      (in his or her capacity thereof), is or has been during the five-year period
      prior to the Closing Date the subject of any Action involving a claim of
      violation of or liability under federal or state securities laws or a claim
      of
      breach of fiduciary duty. There has not been and, to the Company’s Knowledge,
      there is not pending or contemplated, any investigation by the Commission
      involving the Company or TableMAX or, to the Company’s Knowledge, any current or
      former director or officer thereof (in his or her capacity as such).


     

    (n) Employment
      Matters.
      No
      material labor dispute exists or, to the Company’s Knowledge, is imminent with
      respect to any of the employees of the Company or TableMAX which could
      reasonably be expected to result in a Material Adverse Effect. No employee
      of
      the Company or TableMAX is a member of a union that relates to such employee’s
      relationship with the Company or TableMAX, and the neither the Company nor
      TableMAX is a party to a collective bargaining agreement. To the Company’s
      Knowledge, the Company’s and TableMAX’s relationships with their employees are
      good. No executive officer of the Company or TableMAX, to the Company’s
      Knowledge, is, or is now expected to be, in violation of any material term
      of
      any employment contract, confidentiality, disclosure or proprietary information
      agreement or non-competition agreement, or any other contract or agreement
      or
      any restrictive covenant, and the continued employment of each such executive
      officer does not subject the Company or TableMAX to any liability with respect
      to any of the foregoing matters. The Company and TableMAX are in compliance
      with
      all U.S. federal, state, local and foreign laws and regulations relating to
      employment and employment practices, terms and conditions of employment and
      wages and hours, except where the failure to be in compliance could not,
      individually or in the aggregate, reasonably be expected to have a Material
      Adverse Effect. 

     

    (o) Compliance.
      Except
      as set forth on Schedule
      3.1(o),
      neither
      the Company nor TableMAX is (i) in default under or in violation of (and no
      event has occurred that has not been waived that, with notice or lapse of time
      or both, would result in a default by the Company or TableMAX), or has received
      notice of a claim that it is in default under or that it is 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 (whether
      or
      not such default or violation has been waived), (ii) in violation of any order
      of any court, arbitrator or governmental body having jurisdiction over the
      Company, TableMAX or their respective properties or assets, or (iii) in
      violation of, or in receipt of notice that it is in violation of, any statute,
      rule or regulation of any governmental authority applicable to the Company
      or
      TableMAX, except in each case as could not, individually or in the aggregate,
      have or reasonably be expected to result in a Material Adverse
      Effect. 

     

    (p) Regulatory
      Permits.
      The
      Company and TableMAX each possess all certificates, authorizations and permits
      issued by the appropriate federal, state, local or foreign regulatory
      authorities necessary to conduct their businesses as presently conducted, except
      where the failure to possess such permits, individually or in the aggregate,
      has
      not and could not reasonably be expected to result in a Material Adverse Effect
      (“Material
      Permits”),
      and
      neither the Company nor TableMAX has received any notice of proceedings relating
      to the revocation or modification of any such Material Permits.

     

    (q) Title
      to Assets.
      Except
      for property that is specifically the subject of, and covered by, other
      representations and warranties as to ownership or title contained herein, the
      Company and TableMAX each has good and marketable title in fee simple to all
      real property owned by it that is material to its business and good and
      marketable title in all personal property owned by it that is material to its
      business, in each case free and clear of all Liens, except for Liens as do
      not
      materially affect the value of such property and do not materially interfere
      with the use made and proposed to be made of such property by the Company or
      TableMAX, as applicable, and Liens for the payment of federal, state or other
      taxes, the payment of which is neither delinquent nor subject to penalties.
      Any
      real property and facilities held under lease by the Company or TableMAX are
      held by it under valid, subsisting and enforceable leases of which the Company
      or TableMAX, as applicable, is in material compliance.

     

    
      
        
        

      

      
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    (r) Patents
      and Trademarks.
      Each of
      the Company and TableMAX owns, possesses, licenses or has other rights to use
      all foreign and domestic patents, patent applications, trade and service marks,
      trade and service mark registrations, trade names, copyrights, licenses,
      inventions, trade secrets, technology, Internet domain names, know-how and
      other
      intellectual property (collectively, the “Intellectual
      Property”)
      necessary for the conduct of their respective businesses as now conducted or
      as
      proposed to be conducted. Except as set forth on Schedule
      3.1(r)
      attached
      hereto, and except where such violations or infringements would not reasonably
      be expected to result, either individually or in the aggregate, in a Material
      Adverse Effect, (a) there are no rights of third parties to any such
      Intellectual Property; (b) to the Company’s Knowledge, there is no infringement
      by third parties of any such Intellectual Property; (c) there is no pending
      or,
      to the Company’s Knowledge, threatened action, suit, proceeding or claim by
      others challenging rights of the Company or TableMAX, as applicable, in or
      to
      any such Intellectual Property, and, to the Company’s Knowledge, there are no
      facts which would form a reasonable basis for any such claim; (d) there is
      no
      pending or, to the Company’s Knowledge, threatened action, suit, proceeding or
      claim by others challenging the validity or scope of any such Intellectual
      Property; and (e) there is no pending or, to the Company’s Knowledge, threatened
      action, suit, proceeding or claim by others that the Company or TableMAX
      infringes or otherwise violates any patent, trademark, copyright, trade secret
      or other proprietary rights of others, and, to the Company’s Knowledge, there
      are no facts which would form a reasonable basis for any such
      claim.

     

    (s) Insurance.
      Each of
      the Company and TableMAX is insured by insurers of recognized financial
      responsibility against such losses and risks and in such amounts as are prudent
      and customary in the businesses and location in which the Company or TableMAX,
      as applicable, is engaged. To the Company’s Knowledge, there exists no reasons
      that the Company and TableMAX will be unable to renew their respective existing
      insurance coverage as and when such coverage expires or to obtain similar
      coverage from similar insurers as may be necessary to continue its business
      without a significant increase in cost.

     

    (t) Transactions
      With Affiliates and Employees.
      Except
      as set forth on Schedule
      3.1(t)
      attached
      hereto, none of the officers, directors or employees of the Company or of
      TableMAX is presently a party to any transaction with the Company or TableMAX
      (other than for ordinary course services as employees, officers or directors),
      including any contract, agreement or other arrangement providing for the
      furnishing of services to or by, providing for rental of real or personal
      property to or from, or otherwise requiring payments to or from any such
      officer, director or employee or, to the Company’s Knowledge, any corporation,
      partnership, trust or other entity in which any such officer, director, or
      employee has a substantial interest or is an officer, director, trustee or
      partner.

     

    (u) Internal
      Accounting Controls.
      The
      Company and TableMAX maintain systems of internal accounting controls sufficient
      to provide reasonable assurance that, on a consolidated basis following the
      Reverse Acquisition, (i) transactions will be executed in accordance with
      management's general or specific authorizations, (ii) transactions will be
      recorded as necessary to permit preparation of financial statements in
      conformity with GAAP and to maintain asset accountability, (iii) access to
      assets will be permitted only in accordance with management's general or
      specific authorization, and (iv) the recorded accountability for assets will
      be
      compared with the existing assets at reasonable intervals and appropriate action
      is taken with respect to any differences. 

     

    
      
        
        

      

      
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    (v) Sarbanes-Oxley;
      Disclosure Controls.
      As of
      the Closing Date, the Company will be in compliance in all material respects
      with all of the provisions of the Sarbanes-Oxley Act of 2002 which are
      applicable to it and will maintain disclosure controls and procedures (as such
      term is defined in Rule 13a-15(e) under the Exchange Act) that are effective
      in
      ensuring that information required to be disclosed by the Company in the reports
      that it will submit under the Exchange Act (as contemplated by the Registration
      Rights Agreement) is recorded, processed, summarized and reported, within the
      time periods specified in the rules and forms of the Commission, including,
      without limitation, controls and procedures designed in to ensure that
      information is accumulated and communicated to the Company's management,
      including its principal executive officer or officers and its principal
      financial officer or officers, as appropriate, to allow timely decisions
      regarding required disclosure. 

     

    (w) Certain
      Fees.
      No
      person or entity will have, as a result of the transactions contemplated by
      this
      Agreement, any valid right, interest or claim against or upon the Company,
      TableMAX or a Purchaser for any commission, fee or other compensation pursuant
      to any agreement, arrangement or understanding entered into by or on behalf
      of
      the Company or TableMAX, other than the Placement Agents with respect to the
      offer and sale of the Securities. Such Placement Agents’ fees and expenses are
      set forth on Schedule
      3.1(w)
      hereto
      and are being paid by the Company at the Closing. The Company shall pay, and
      hold each Purchaser harmless against, any liability, loss or expense (including,
      without limitation, attorneys’ fees and out-of-pocket expenses) arising in
      connection with any such right, interest or claim.

     

    (x) Private
      Placement; Registration Rights.
      Assuming the accuracy of the Purchasers’ representations and warranties set
      forth in Section 3.2 of this Agreement, no registration under the Securities
      Act
      is required for the offer and sale of the Securities and the Adjustment
      Securities by the Company to the Purchasers under the Transaction Documents.
      Other than each of the Purchasers, no Person has any right to cause the Company
      to effect the registration under the Securities Act of any securities of the
      Company other than as identified on Schedule
      3.1(x)
      attached
      hereto. 

     

    (y) No
      Directed Selling Efforts or General Solicitation.
      Neither
      the Company nor TableMAX, nor any of their respective Affiliates, nor any Person
      acting on its or their behalf has conducted any “general solicitation” or
“general advertising” (as those terms are used in Regulation D) in connection
      with the offer or sale of any of the Securities and the Adjustment
      Securities.

     

    (z) No
      Integrated Offering.
      Assuming the accuracy of the Purchasers’ representations and warranties set
      forth in Section 3.2, neither the Company nor TableMAX, nor their respective
      Affiliates, nor any Person acting on its or their behalf has, directly or
      indirectly, at any time within the past six months, made any offers or sales
      of
      any Company security or solicited any offers to buy any security under
      circumstances that would (i) eliminate the availability of the exemption from
      registration under Regulation D under the Securities Act in connection with
      the
      offer and sale by the Company of the Securities Adjustment Securities as
      contemplated hereby, or (ii) cause the offering of the Securities and the
      Adjustment Securities pursuant to the Transaction Documents to be integrated
      with prior offerings by the Company for purposes of any applicable law,
      regulation or shareholder approval provisions, including, without limitation,
      under the rules and regulations of any Trading Market on which any of the
      securities of the Company are listed or designated.

     

    (aa) Investment
      Company The
      Company is not required to be registered as, and is not an Affiliate of, and
      immediately following the Closing will not be required to register as, an
“investment company” within the meaning of the Investment Company Act of 1940,
      as amended.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    (bb) Questionable
      Payments. Neither
      the Company nor TableMAX, nor, to the Company’s Knowledge, any directors,
      officers, employees, agents or other Persons acting on behalf of the Company
      or
      TableMAX has, in the course of its actions for, or on behalf of, the Company
      or
      TableMAX: (a) directly or indirectly, used any corporate funds for unlawful
      contributions, gifts, entertainment or other unlawful expenses relating to
      foreign or domestic political activity; (b) made any direct or indirect unlawful
      payments to any foreign or domestic governmental officials or employees or
      to
      any foreign or domestic political parties or campaigns from corporate funds;
      (c)
      violated in any material respect any provision of the Foreign Corrupt Practices
      Act of 1977, as amended, or (d) made any other unlawful bribe, rebate, payoff,
      influence payment, kickback or other unlawful payment to any foreign or domestic
      government official or employee.

     

    (cc) Application
      of Takeover Protections; Rights Agreements.
      The
      Company and its board of directors have taken all necessary action, if any,
      in
      order to render inapplicable any control share acquisition, business
      combination, poison pill (including any distribution under a rights agreement)
      or other similar anti-takeover provision under the Company's charter documents
      or the laws of its state of incorporation that is or could reasonably be
      expected to become applicable to any of the Purchasers as a result of the
      Purchasers and the Company fulfilling their obligations or exercising their
      rights under the Transaction Documents. 

     

    (dd) Disclosure.
      All
      disclosure provided to the Purchasers regarding the Company, TableMAX, their
      respective businesses and the transactions contemplated hereby furnished by
      the
      Company or authorized by the Company and furnished by the Placement Agents
      on
      behalf of the Company (including the Disclosure Materials and the Company’s
      representations and warranties set forth in this Agreement) are true and correct
      in all material respects and do not contain any untrue statement of a 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. 

     

    (ee) Off
      Balance Sheet Arrangements.
      There
      is no transaction, arrangement, or other relationship between either the Company
      or TableMAX and an unconsolidated or other “off balance sheet”
entity.

     

    (ff) Consultation
      with Auditors.
      The
      Company has consulted its independent auditors concerning the accounting
      treatment of the transactions contemplated by the Transaction Documents and
      in
      connection therewith has furnished such auditors complete copies of the
      Transaction Documents. The Company intends to account for the gross proceeds
      raised from the financing which is the subject of this Agreement as equity
      in
      its financial statements.

     

    (gg) No
      Additional Agreements. The
      Company does not have any agreement or understanding with any Purchaser with
      respect to the transactions contemplated by the Transaction Documents other
      than
      as specified in the Transaction Documents.

     

    3.2 Representations
      and Warranties of the Purchasers.
      Each
      Purchaser hereby, for itself and for no other Purchaser, represents and warrants
      as of the date hereof and as of the Closing Date to the Company and the
      Placement Agents as follows:

     

    (a) Organization;
      Authority.
      If an
      entity, such Purchaser is duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its organization with the requisite
      corporate or partnership power and authority to enter into and to consummate
      the
      transactions contemplated by the applicable Transaction Documents and otherwise
      to carry out its obligations hereunder and thereunder. The execution, delivery
      and performance by such Purchaser of the transactions contemplated by this
      Agreement have been duly authorized by all necessary corporate or, if such
      Purchaser is not a corporation, such partnership, limited liability company
      or
      other applicable like action, on the part of such Purchaser. Each of this
      Agreement and the Registration Rights Agreement has been duly executed by such
      Purchaser, and when delivered by such Purchaser in accordance with terms hereof,
      will constitute the valid and legally binding obligation of such Purchaser,
      enforceable against it 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.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    (b) Investment
      Intent.
      Such
      Purchaser understands that the Securities and, if applicable, the Adjustment
      Securities are “restricted securities” and have not been registered under the
      Securities Act or any applicable state securities law and that such Purchaser
      is
      acquiring the Securities and, if applicable, the Adjustment Securities as
      principal for its own account and not with a view to, or for distribution or
      resale in violation of the Securities Act or any applicable state securities
      laws, provided,
      however,
      that by
      making the representations herein, such Purchaser does not agree to hold any
      of
      the Securities and, if applicable, the Adjustment Securities for any minimum
      period of time and reserves the right, subject to the provisions of this
      Agreement and the Registration Rights Agreement, at all times to sell or
      otherwise dispose of all or any part of such Securities or, if applicable,
      Adjustment Securities pursuant to an effective registration statement under
      the
      Securities Act or under an exemption from such registration and in compliance
      with applicable federal and state securities laws. Such Purchaser does not
      presently have any agreement, plan or understanding, directly or indirectly,
      with any Person to distribute or effect any distribution of any of the
      Securities or, if applicable, the Adjustment Securities (or any securities
      which
      are derivatives thereof) to or through any person or entity. Such Purchaser
      is
      not a registered broker-dealer under Section 15 of the Exchange Act or an entity
      engaged in a business that would require it to be so registered as a
      broker-dealer.

     

    (c) Purchaser
      Status.
      At the
      time such Purchaser was offered the Securities and the Adjustment Securities,
      it
      was, and at the date hereof it is, and on each date on which it exercises the
      Warrants, it will be, an “accredited investor” as defined in Rule 501(a) under
      the Securities Act. 

     

    (d) General
      Solicitation. Such
      Purchaser is not purchasing the Securities and, if applicable, the Adjustment
      Securities as a result of any advertisement, article, notice or other
      communication published in any newspaper, magazine or similar media or broadcast
      over television or radio or presented at any seminar or any other general
      advertisement.

     

    (e) Experience
      of Such Purchaser.
      Such
      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 the prospective investment
      in the Securities and, if applicable, the Adjustment Securities, and has so
      evaluated the merits and risks of such investment. Such Purchaser is able to
      bear the economic risk of an investment in the Securities and, if applicable,
      the Adjustment Securities, and, at the present time, is able to afford a
      complete loss of such investment.

     

    (f) Access
      to Information.
      Such
      Purchaser acknowledges that it has received and had the opportunity to review
      the Disclosure Materials and has been afforded (i) the opportunity to ask such
      questions as it has deemed necessary of, and to receive answers from,
      representatives of the Company and TableMAX concerning the terms and conditions
      of the offering of the Securities and the Adjustment Securities and the merits
      and risks of investing therein; (ii) access to information about the Company
      and
      TableMAX and their financial condition, results of operations, business,
      properties, management and prospects sufficient to enable it to evaluate its
      investment; and (iii) the opportunity to obtain such additional information
      that
      the Company and TableMAX possesses or can acquire without unreasonable effort
      or
      expense that is necessary to make an informed investment decision with respect
      to the investment. Neither such inquiries nor any other investigation conducted
      by or on behalf of such Purchaser or its representatives or counsel shall
      modify, amend or affect such Purchaser's right to rely on the truth, accuracy
      and completeness of the Disclosure Materials and the Company's representations
      and warranties contained in the Transaction Documents.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    (g)  Certain
      Trading Activities.
      Other
      than with respect to the transactions contemplated herein, since the time that
      such Purchaser was first contacted by the Company, the Placement Agents or
      any
      other Person regarding the transactions contemplated hereby, neither the
      Purchaser nor any Affiliate of such Purchaser which (x) had knowledge of the
      transactions contemplated hereby, (y) has or shares discretion relating to
      such
      Purchaser’s investments or trading or information concerning such Purchaser’s
      investments, and (z) is subject to such Purchaser’s review or input concerning
      such Affiliate’s investments or trading (collectively, “Trading
      Affiliates”)
      has
      directly or indirectly, nor has any Person acting on behalf of or pursuant
      to
      any understanding with such Purchaser or Trading Affiliate, effected or agreed
      to effect any transactions in the securities of the Company (including, without
      limitation, any Short Sales involving the Company’s securities). Notwithstanding
      the foregoing, in the case of a Purchaser and/or Trading Affiliate that is,
      individually or collectively, a multi-managed investment vehicle whereby
      separate portfolio managers manage separate portions of such Purchaser's or
      Trading Affiliate’s assets and the portfolio managers have no direct knowledge
      of the investment decisions made by the portfolio managers managing other
      portions of such Purchaser's or Trading Affiliate’s assets, the representation
      set forth above shall apply only with respect to the portion of assets managed
      by the portfolio manager that have knowledge about the financing transaction
      contemplated by this Agreement. Other than to other Persons party to this
      Agreement, such Purchaser has maintained the confidentiality of all disclosures
      made to it in connection with this transaction (including the existence and
      terms of this transaction). 

     

    (h) Brokers
      and Finders.
      No
      Person will have, as a result of the transactions contemplated by this
      Agreement, any valid right, interest or claim against or upon the Company or
      any
      Purchaser for any commission, fee or other compensation pursuant to any
      agreement, arrangement or understanding entered into by or on behalf of the
      Purchaser.

     

    (i) Independent
      Investment Decision.
      Such
      Purchaser has independently evaluated the merits of its decision to purchase
      Securities and, if applicable, Adjustment Securities pursuant to the Transaction
      Documents, and such Purchaser confirms that it has not relied on the advice
      of
      any other Purchaser’s business and/or legal counsel in making such decision.
      Such Purchaser understands that nothing in this Agreement or any other materials
      presented by or on behalf of the Company to the Purchaser in connection with
      the
      purchase of the Securities and the Adjustment Securities constitutes legal,
      tax
      or investment advice. Such Purchaser has consulted such legal, tax and
      investment advisors as it, in its sole discretion, has deemed necessary or
      appropriate in connection with such purchase. Such Purchaser understands that
      the Placement Agents have acted solely as the agent of the Company in this
      placement of the Securities and the Adjustment Securities, and such Purchaser
      has not relied on the business or legal advice of the Placement Agents or any
      of
      their agents, counsel or Affiliates in making its investment decision hereunder,
      and confirms that none of such Persons has made any representations or
      warranties to such Purchaser in connection with the transactions contemplated
      by
      the Transaction Documents.

     

    (j) Reliance
      on Exemptions.
      Such
      Purchaser understands that the Securities and, if applicable, the Adjustment
      Securities are being offered and sold to it in reliance on specific exemptions
      from the registration requirements of United States federal and state securities
      laws and that the Company is relying in part upon the truth and accuracy of,
      and
      such Purchaser’s compliance with, the representations, warranties, agreements,
      acknowledgements and understandings of such Purchaser set forth herein in order
      to determine the availability of such exemptions and the eligibility of such
      Purchaser to acquire the Securities and, if applicable, the Adjustment
      Securities.

     

    (k) No
      Governmental Review.
      Such
      Purchaser understands that no United States federal or state agency or any
      other
      government or governmental agency has passed on or made any recommendation
      or
      endorsement of the Securities or the Adjustment Securities or the fairness
      or
      suitability of the investment in the Securities and the Adjustment Securities
      nor have such authorities passed upon or endorsed the merits of the offering
      of
      the Securities and the Adjustment Securities.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    The
      Company acknowledges and agrees that no Purchaser has made or makes any
      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 (a) Compliance
      with Laws.
      Notwithstanding any other provision of this Article IV, each Purchaser covenants
      that the Securities and, if applicable, the Adjustment Securities may be
      disposed of only pursuant to an effective registration statement under, and
      in
      compliance with the requirements of, the Securities Act, or pursuant to an
      available exemption from, or in a transaction not subject to, the registration
      requirements of the Securities Act, and in compliance with any applicable state
      and federal securities laws. In connection with any transfer of the Securities
      and, if applicable, the Adjustment Securities other than (i) pursuant to an
      effective registration statement, (ii) to the Company, (iii) to an Affiliate
      of
      a Purchaser, (iv) pursuant to Rule 144 (provided
      that the
      Purchaser provides the Company with reasonable assurances (in the form of seller
      and broker representation letters) that the securities may be sold pursuant
      to
      such rule) or Rule 144A, or (v) in connection with a bona fide pledge as
      contemplated in Section 4.1(b), except as otherwise provided herein, the Company
      may require the transferor thereof to provide to the Company an opinion of
      counsel selected by the transferor and reasonably acceptable to the Company,
      the
      form and substance of which opinion shall be reasonably satisfactory to the
      Company, to the effect that such transfer does not require registration under
      the Securities Act. As a condition of transfer, any such transferee shall agree
      in writing to be bound by the terms of this Agreement and shall have the rights
      of a Purchaser under this Agreement and the Registration Rights Agreement.
      

     

    (b) Legends.
      Certificates evidencing the Securities and, if applicable, the Adjustment
      Securities shall bear any legend as required by the “blue sky” laws of any state
      and a restrictive legend in substantially the following form, until such time
      as
      they are not required under Section 4.1(c):

     

    NEITHER
      THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES
      HAVE BEEN REGISTERED] [THESE SECURITIES HAVE NOT BEEN REGISTERED] WITH THE
      SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
      IN
      RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
      EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
      ACT
      OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
      TO,
      THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL
      OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY. 

     

    The
      Company acknowledges and agrees that a Purchaser may from time to time pledge,
      and/or grant a security interest in, some or all of the legended Securities
      or
      Adjustment Securities in connection with applicable securities laws, pursuant
      to
      a bona fide margin agreement in compliance with a bona fide margin loan. Such
      a
      pledge would not be subject to approval or consent of the Company and no legal
      opinion of legal counsel to the pledgee, secured party or pledgor shall be
      required in connection with the pledge, but such legal opinion shall be required
      in connection with a subsequent transfer or foreclosure following default by
      the
      Purchaser’s transferee of the pledge. No notice shall be required of such
      pledge, but Purchaser’s transferee shall promptly notify the Company of any such
      subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company
      shall not be responsible for any pledges relating to, or the grant of any
      security interest in, any of the Securities or the Adjustment Securities or
      for
      any agreement, understanding or arrangement between any Purchaser and its
      pledgee or secured party. At the appropriate Purchaser’s expense, the Company
      will execute and deliver such reasonable documentation as a pledgee or secured
      party of Shares or the Adjustment Shares may reasonably request in connection
      with a pledge or transfer of such securities, including the preparation and
      filing of any required prospectus supplement under Rule 423(b)(3) of the
      Securities Act or other applicable provision of the Securities Act to
      appropriately amend the list of Selling Stockholders thereunder. Each Purchaser
      acknowledges and agrees that, except as otherwise provided in Section 4.1(c),
      any Shares or Adjustment Shares subject to a pledge or security interest as
      contemplated by this Section 4.1(b) shall continue to bear the legend set forth
      in this Section 4.1(b) and be subject to the restrictions on transfer set forth
      in Section 4.1(a).

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    (c) Removal
      of Legends.
      The
      legend set forth in Section 4.1(b) above shall be removed and the Company shall
      issue a certificate without such legend to the holder of the Securities and,
      if
      applicable, the Adjustment Securities upon which it is stamped or issue to
      such
      holder by electronic delivery at the applicable balance account at The
      Depository Trust Company (“DTC”),
      if
      (i) such securities are registered for resale under the Securities Act, or
      (ii)
      such securities are sold or transferred pursuant to Rule 144 (assuming the
      transferor is not an Affiliate of the Company) or Rule 144A. Any fees (with
      respect to the Transfer Agent, counsel to the Company or otherwise) associated
      with the issuance of a legal opinion require for the removal of such legend
      shall be borne by the Company. If any portion of the Warrant is exercised at
      a
      time when there is an effective registration statement to cover the resale
      of
      the Warrant Shares, then such Warrant Shares shall be issued free of all
      legends. Following the Effective Date, or at such earlier time as a legend
      is no
      longer required for certain Securities or, if applicable, Adjustment Securities,
      the Company will no later than three (3) Trading Days following the delivery
      by
      a Purchaser to the Transfer Agent (with notice to the Company) of (i) a legended
      certificate representing such Shares or Warrant Shares and, if applicable,
      Adjustment Shares (endorsed or with stock powers attached, signatures
      guaranteed, and otherwise in form necessary to affect the reissuance and/or
      transfer) or (ii) an Exercise Notice in the manner stated in the Warrants to
      effect the exercise thereof in accordance with its terms and an opinion of
      counsel to the extent required by Section 4.1(a), deliver or cause to be
      delivered to such Purchaser a certificate representing such Securities that
      is
      free from all restrictive and other legends. The Company may not make any
      notation on its records or give instructions to the Transfer Agent that enlarge
      the restrictions on transfer set forth in this Section.

    


    (d) Acknowledgement.
      Each
      Purchaser hereunder acknowledges its primary responsibilities under the
      Securities Act and accordingly will not sell the Shares, the Warrant Shares,
      and, if applicable, the Adjustment Shares, or any interest therein without
      complying with the requirements of the Securities Act. While the
      above-referenced registration statement remains effective, each Purchaser
      hereunder may sell the shares in accordance with the plan of distribution
      contained in the Registration Statement and if it does so it will comply
      therewith and with the related prospectus delivery requirements unless an
      exemption therefrom is available. Each Purchaser, severally and not jointly
      with
      the other Purchasers, agrees that if it is notified by the Company at any time
      after the date any legend is removed pursuant to Section
      4.1(c)
      hereof
      that the Registration Statement registering the resale of the Shares, the
      Warrant Shares, or, if applicable, the Adjustment Shares, is not effective
      or
      that the prospectus included in such Registration Statement no longer complies
      with the requirements of Section 10 of the Securities Act, the Purchaser will
      refrain from selling such securities until such time as the Purchaser is
      notified by the Company that such registration statement is effective or such
      prospectus is compliant with Section 10 of the Exchange Act, unless such
      Purchaser is able to, and does, sell such securities pursuant to an available
      exemption from the registration requirements of Section 5 of the Securities
      Act.
      Each Purchaser, severally and not jointly with the other Purchasers, agrees
      to
      indemnify the Company for any damages or losses resulting to the Company from
      the Purchaser’s breach of its covenants set forth in the preceding
      sentence.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    4.2 Reservation
      of Common Stock.
      The
      Company shall take all action necessary to at all times have authorized, and
      reserved for the purpose of issuance from and after the Closing Date, no less
      than 100% of the number of shares of Common Stock issuable upon exercise of
      the
      Warrants. Subject to the determination regarding issuance of the Adjustment
      Shares, the Company shall take all action necessary to at all times have
      authorized, and reserved for the purpose of issuance no less than the maximum
      number of shares of Common Stock that may be issued as Adjustment Shares.


     

    4.3 Form
      D
      and Blue Sky.
      The
      Company agrees to file a Form D with respect to the Securities and the
      Adjustment Securities as required under Regulation D. The Company, on or before
      the Closing Date, shall take such action as the Company shall reasonably
      determine is necessary in order to obtain an exemption for or to qualify the
      Securities and the Adjustment Securities for sale to the Purchasers at the
      Closing pursuant to this Agreement under applicable securities or “Blue Sky”
laws of the states of the United States (or to obtain an exemption from such
      qualification), and shall provide evidence of any such action so taken to the
      Purchasers on or prior to the Closing Date. The Company shall make all filings
      and reports relating to the offer and sale of the Securities and the Adjustment
      Securities required under applicable securities or “Blue Sky” laws of the states
      of the United States following the Closing Date. 

     

    4.4  No
      Integration.
      The
      Company shall not, and shall use its best efforts to ensure that no Affiliate
      of
      the Company 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 will be integrated with the offer or sale of the Securities and the
      Adjustment Securities in a manner that would require the registration under
      the
      Securities Act of the sale thereof to the Purchasers, or that will be integrated
      with the offer or sale of the Securities or the Adjustment Securities for
      purposes of the rules and regulations of any Trading Market such that it would
      require shareholder approval prior to the closing of such other transaction
      unless shareholder approval is obtained before the closing of such subsequent
      transaction.

     

    4.5 Publicity.
      The
      Company shall not publicly disclose the name of any Purchaser or an Affiliate
      of
      any Purchaser, or include the name of any Purchaser or an Affiliate of any
      Purchaser in any press release or filing with the Commission (other than the
      Registration Statement) or any regulatory agency or Trading Market, without
      the
      prior written consent of such Purchaser, except to the extent such disclosure
      is
      required by law, request of the Staff of the Commission or Trading Market
      regulations. Each Purchaser, severally and not jointly with the other
      Purchasers, covenants that until such time as the transactions contemplated
      by
      this Agreement are publicly disclosed by the Company, such Purchaser will
      maintain the confidentiality of all disclosures made to it in connection with
      this transaction (including the existence and terms of this transaction)
      and that
      neither it nor any Affiliate acting on its behalf or pursuant to any
      understanding with it will engage in any purchases or sales of, including any
      short sales, the securities of the Company until twenty-four (24) hours after
      the time that the transactions contemplated by this Agreement are first publicly
      announced by dissemination of the press release by the Company. The Company
      shall issue a press release reasonably acceptable to the Placement Agents
      disclosing all material terms of the transactions contemplated herein within
      two
      business days following the initial Closing. 

     

    4.6 Listing
      of Securities.
      If
      following the date hereof the Company applies to have its Common Stock or other
      securities listed on any Trading Market, it shall include in such application
      the Shares, the Warrant Shares and, if applicable, the Adjustment Shares, and
      will take such other action as is necessary to cause such securities to be
      listed on such other Trading Market as promptly as practicable. 

     

    4.7 Reverse
      Stock Split.
      Within
      fifteen (15) Business Days following the initial Closing Date, the Company
      shall
      effect a reverse stock split that results in each Purchaser holding the number
      of Shares that would have been issued to such Purchaser on the initial Closing
      Date had the Purchase Price been equal to $2.50. 

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    4.8 TableMAX
      Unit Holders.
      The
      Company shall use its commercially reasonable efforts to cause all members
      of
      TableMAX that do not transfer their capital securities of TableMAX to the
      Company in the Reverse Acquisition to do so on the same terms and conditions
      applicable to the Reverse Acquisition as soon as practicable following the
      initial Closing Date. To the extent that all members of TableMAX have not
      transferred their TableMAX capital securities to the Company in accordance
      with
      the preceding sentence within thirty (30) Business Days following the initial
      Closing Date, then the Company shall effect a merger between TableMAX and the
      Company or a wholly-owned subsidiary of the Company in which the capital
      securities of such TableMAX members will be exchanged for securities of the
      Company on the same terms and conditions applicable to the Reverse Acquisition,
      subject to any dissenters’ rights to which such TableMAX members may be entitled
      as a result of the transaction.. 

     

    ARTICLE
      V.

    CONDITIONS
      PRECEDENT TO CLOSING

    


    5.1 Conditions
      Precedent to the Obligations of the Purchasers to Purchase
      Securities.
      The
      obligation of each Purchaser to acquire Securities (and contingent rights to
      acquire the Adjustment Securities) at the Closing is subject to the fulfillment
      to such Purchaser’s satisfaction, on or prior to the Closing Date, of each of
      the following conditions, any of which may be waived by such Purchaser (as
      to
      itself only):

     

    (a) 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
      Date, as though made on and as of such date except for representations and
      warranties that speak as of a specific date; 

     

    (b) Performance.
      The
      Company 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;

     

    (c) Receipt
      of Minimum Subscriptions.
      The
      Company shall have received subscriptions in the offering contemplated by this
      Agreement that result in aggregate gross proceeds to the Company of at least
      of
      at least $3,000,000 (inclusive of gross proceeds received at previous Closings,
      if any);

     

    (d) Conversion
      of TableMAX Bridge Notes.
      The
      holders of at least 85% of the aggregate outstanding principal amount of the
      Bridge Notes shall have agreed to the automatic conversion upon the initial
      Closing of the outstanding principal and accrued interest therunder into Common
      Stock and warrants to purchase Common Stock (with 50% warrant coverage) at
      70%
      of the Purchase Price.

     

    (e) 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;

     

    (f) Consents.
      The
      Company shall have obtained in a timely fashion any and all consents, permits,
      approvals, registrations and waivers necessary or appropriate for consummation
      of the purchase and sale of the Securities and the Adjustment Securities, all
      of
      which shall be and remain so long as necessary in full force and
      effect;

     

    (g) Adverse
      Changes.
      Since
      the date of execution of this Agreement, no event or series of events shall
      have
      occurred that has resulted or reasonably could result in a Material Adverse
      Effect; 

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    (h) Reverse
      Acquisition.
      The
      Company shall have consummated the Reverse Acquisition in accordance with the
      terms of the Unit Exchange Agreement attached as Exhibit
      E
      hereto.


     

    (i) Company
      Deliverables.
      The
      Company shall have delivered the Company Deliverables in accordance with Section
      2.2(a); 

     

    (j) Compliance
      Certificate.
      The
      Company shall have delivered to each Purchaser a certificate, dated as of the
      Closing Date and signed by its Chief Executive Officer or its Chief Financial
      Officer, dated as of the Closing Date, certifying to the fulfillment of the
      conditions specified in Sections 5.1(a), (b), (c), (d), (e), (f) and (h);
      and

     

    (k) Termination. This
      Agreement shall not have been terminated as to such Purchaser in accordance
      with
      Section 6.16 herein.

     

    5.2 Conditions
      Precedent to the Obligations of the Company to sell Securities.
      The
      Company's obligation to sell and issue the Securities (and contingent rights
      to
      the Adjustment Securities) at the Closing is subject to the fulfillment to
      the
      satisfaction of the Company on or prior to the Closing Date of the following
      conditions, any of which may be waived by the Company:

     

    (a) Representations
      and Warranties.
      The
      representations and warranties made by the Purchasers in Section
      3.2
      hereof
      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 (except for
      representations and warranties that speak as of a specific date);

     

    (b) 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 Date;

     

    (c) Receipt
      of Minimum Subscriptions.
      The
      Company shall have received subscriptions in the offering contemplated by this
      Agreement that result in aggregate gross proceeds to the Company of at least
      of
      at least $3,000,000 (inclusive of gross proceeds received at previous Closings,
      if any);

     

    (d) Conversion
      of TableMAX Bridge Notes.
      The
      holders of at least 85% of the aggregate outstanding principal amount of the
      Bridge Notes shall have agreed to the automatic conversion upon the initial
      Closing of the outstanding principal and accrued interest therunder into Common
      Stock and warrants to purchase Common Stock (with 50% warrant coverage) at
      70%
      of the Purchase Price.

     

    (e) 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; 

     

    (f) Consents.
      The
      Company shall have obtained in a timely fashion any and all consents, permits,
      approvals, registrations and waivers necessary or appropriate for consummation
      of the purchase and sale of the Securities and the Adjustment Securities, all
      of
      which shall be and remain so long as necessary in full force and
      effect;

     

    (g) Reverse
      Acquisition.
      The
      Company shall have consummated the Reverse Acquisition in accordance with the
      terms of the Unit Exchange Agreement attached as Exhibit
      E
      hereto.



    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    (h) Purchasers
      Deliverables.
      Each
      Purchaser shall have delivered its Purchaser Deliverables in accordance with
      Section 2.2(c); and

     

    (i) Termination. This
      Agreement shall not have been terminated as to such Purchaser in accordance
      with
      Section 6.16 herein.

     

    ARTICLE
      VI.

    MISCELLANEOUS

     

    6.1 Fees
      and Expenses.
      The
      Company acknowledges its obligation by way of a separate placement agency
      agreement to provide the Placement Agents with an aggregate accountable expense
      allowance of up to $70,000, which is intended to reimburse the Placement Agents
      for fees and expenses incurred by them in connection with the transactions
      contemplated by this Agreement. The Company and the Purchasers shall each pay
      the fees and expenses of their respective advisers, counsel, accountants and
      other experts, if any, and all other expenses incurred by such party in
      connection with the negotiation, preparation, execution, delivery and
      performance of this Agreement. The Company shall pay all Transfer Agents’ fees,
      stamp taxes and other taxes and duties levied in connection with the sale and
      issuance of the Securities to the Purchasers. Each party acknowledges that
      Maslon Edelman Borman & Brand, LLP, Minneapolis, Minnesota, has rendered
      legal advice to certain of the Placement Agents and not to such party in
      connection with the transactions contemplated hereby, and that such party has
      relied for such matters on the advice of its own respective
      counsel.

     

    6.2 Entire
      Agreement.
      The
      Transaction Documents, together with the Exhibits and Schedules thereto, contain
      the entire understanding of the parties with respect to the subject matter
      hereof and supersede all prior agreements, understandings, discussions and
      representations, oral or written, with respect to such matters, which the
      parties acknowledge have been merged into such documents, exhibits and
      schedules. At or after the Closing, and without further consideration, the
      Company and the Purchasers will execute and deliver to the other such further
      documents as may be reasonably requested in order to give practical effect
      to
      the intention of the parties under the Transaction Documents.

     

    6.3 Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given and effective
      on the earliest of (a) the date of transmission, if such notice or communication
      is delivered via facsimile (provided the sender receives a machine-generated
      confirmation of successful transmission) at the facsimile number specified
      in
      this Section prior to 5:00 p.m. (prevailing Pacific time) on a Business Day,
      (b)
      the next Business Day after the date of transmission, if such notice or
      communication is delivered via facsimile at the facsimile number specified
      in
      this Section on a day that is not a Business Day or later than 5:00 p.m.
      (prevailing Pacific time) on any Business Day, (c) the Business Day following
      the date of mailing, if sent by U.S. nationally recognized overnight courier
      service with next day delivery specified, or (d) upon actual receipt by the
      party to whom such notice is required to be given. The address for such notices
      and communications shall be as follows:

     

    If
      to the
      Company:     CJPG,
      Inc.

    4675
      West
      Teco Avenue, Suite 240

    Las
      Vegas, NV 89118

    Facsimile:
      (702) 463-9384

    Attention:
      Stephen Crystal, CEO

    


    With
      copies to:  

    


    Greenberg
      Traurig, LLP

    3161
      Michelson Drive, Suite 1000


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    Irvine,
      CA 92612

    Facsimile
      No.: (949) 732-6501

    Attention:
      Dan Donahue

    


    If
      to a
      Purchaser:         
To
      the
      address set forth under such Purchaser’s name on the signature page
      hereof;

    


    or
      such
      other address as may be designated in writing hereafter, in the same manner,
      by
      such Person.

    


    6.4 Amendments;
      Waivers; No Additional Consideration.
      No
      provision of this Agreement may be waived or amended except in a written
      instrument signed, in the case of an amendment, by the Company and each of
      the
      Purchasers 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 subsequent default 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. No consideration shall be offered or
      paid
      to any Purchaser to amend or consent to a waiver or modification of any
      provision of any Transaction Document unless the same consideration is also
      offered to all Purchasers who then hold Securities.

     

    6.5 Construction.
      The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof. The language used in this Agreement will be deemed to be the language
      chosen by the parties to express their mutual intent, and no rules of strict
      construction will be applied against any party. This Agreement shall be
      construed as if drafted jointly by the parties, and no presumption or burden
      of
      proof shall arise favoring or disfavoring any party by virtue of the authorship
      of any provisions of this Agreement or any of the Transaction
      Documents.

     

    6.6 Successors
      and Assigns.
      The
      provisions of this Agreement shall inure to the benefit of and be binding upon
      the parties and their successors and permitted assigns. This Agreement, or
      any
      rights or obligations hereunder, may not be assigned by the Company without
      the
      prior written consent of the Purchasers. Any Purchaser may assign its rights
      hereunder in whole or in part to any Person to whom such Purchaser assigns
      or
      transfers any Securities in compliance with this Agreement and applicable law,
      provided
      such
      transferee shall agree in writing to be bound, with respect to the transferred
      Securities, by the terms and conditions of this Agreement that apply to the
      “Purchasers”.

     

    6.7  No
      Third-Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      successors and permitted assigns and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person, except the Placement Agents
      are intended third party beneficiaries of Article III hereof and each Placement
      Agent may enforce the provisions of such Sections directly against the parties
      with obligations thereunder.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    6.8 Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New York, without regard to the
      principles of conflicts of law thereof. Each party agrees that all Proceedings
      concerning the interpretations, enforcement and defense of the transactions
      contemplated by this Agreement and any other Transaction Documents (whether
      brought against a party hereto or its respective Affiliates, employees or
      agents) shall be commenced exclusively in the New York Courts. Each party hereto
      hereby irrevocably submits to the exclusive jurisdiction of the New York Courts
      for the adjudication of any dispute hereunder or in connection herewith or
      with
      any transaction contemplated hereby or discussed herein (including with respect
      to the enforcement of any of the Transaction Documents), and hereby irrevocably
      waives, and agrees not to assert in any Proceeding, any claim that it is not
      personally subject to the jurisdiction of any such New York Court, or that
      such
      Proceeding has been commenced in an improper or inconvenient forum. Each party
      hereto hereby irrevocably waives personal service of process and consents to
      process being served in any such Proceeding by mailing a copy thereof via
      registered or certified mail or overnight delivery (with evidence of delivery)
      to such party at the address in effect for notices to it under this Agreement
      and agrees that such service shall constitute good and sufficient service of
      process and notice thereof. Nothing contained herein shall be deemed to limit
      in
      any way any right to serve process in any manner permitted by law. EACH
      PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
      APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
      ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
      HEREBY.
      If
      either party shall commence a Proceeding to endorse any provisions of a
      Transaction Document, then the prevailing party in such Proceeding shall be
      reimbursed by the other party for its reasonable attorney’s fees and other costs
      and expenses uncured with the investigation preparation and prosecution of
      such
      Proceeding.

     

    6.9  Survival.
      Subject
      to applicable statute of limitations, the representations, warranties,
      agreements and covenants contained herein shall survive the Closing and the
      delivery of the Securities.

     

    6.10 Execution.
      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, or by e-mail delivery of a “.pdf” format data file, such signature
      shall create a valid and binding obligation of the party executing (or on whose
      behalf such signature is executed) with the same force and effect as if such
      facsimile signature page were an original thereof.

     

    6.11 Severability.
      If any
      provision of this Agreement is held to 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 that is
      a
      reasonable substitute therefor, and upon so agreeing, shall incorporate such
      substitute provision in this Agreement.

     

    6.12 Rescission
      and Withdrawal Right.
      Notwithstanding anything to the contrary contained in (and without limiting
      any
      similar provisions of) the Transaction Documents, whenever any Purchaser
      exercises a right, election, demand or option under a Transaction Document
      and
      the Company does not timely perform its related obligations within the periods
      therein provided, then such Purchaser may rescind or withdraw, in its sole
      discretion from time to time upon written notice to the Company, any relevant
      notice, demand or election in whole or in part without prejudice to its future
      actions and rights.

     

    6.13 Replacement
      of Securities.
      If any
      certificate or instrument evidencing any Securities or, if applicable, any
      Adjustment Securities is mutilated, lost, stolen or destroyed, the Company
      shall
      issue or cause to be issued in exchange and substitution for and upon
      cancellation thereof, or in lieu of and substitution therefor, a new certificate
      or instrument, but only upon receipt of evidence reasonably satisfactory to
      the
      Company and the Transfer Agent of such loss, theft or destruction and the
      execution by the holder thereof of a customary lost certificate affidavit of
      that fact and an agreement to indemnify and hold harmless the Company and the
      Transfer Agent for any losses in connection therewith or, if required by the
      Transfer Agent, a bond in such form and amount as is reasonably required by
      the
      Transfer Agent. The applicants for a new certificate or instrument under such
      circumstances shall also pay any reasonable third-party costs associated with
      the issuance of such replacement securities. If a replacement certificate or
      instrument evidencing any Securities or, if applicable, any replacement
      securities is requested due to a mutilation thereof, the Company may require
      delivery of such mutilated certificate or instrument as a condition precedent
      to
      any issuance of a replacement.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    6.14 Adjustments
      in Share Numbers and Prices.
      In the
      event of any stock split, subdivision, dividend or distribution payable in
      shares of Common Stock (or other securities or rights convertible into, or
      entitling the holder thereof to receive directly or indirectly shares of Common
      Stock), combination or other similar recapitalization or event occurring after
      the date hereof, each reference in any Transaction Document to a number of
      shares or a price per share shall be deemed to be amended to appropriately
      account for such event. 

     

    6.15 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 Securities pursuant to the Transaction Documents 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 which may have been made
      or
      given by any other Purchaser or by any agent or employee of any other Purchaser,
      and no Purchaser and 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, statement 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 Documents.
      Each
      Purchaser acknowledges that no other Purchaser has acted as agent for such
      Purchaser in connection with making its investment hereunder and that no
      Purchaser will be acting as agent of such Purchaser in connection with
      monitoring its investment in the Securities or enforcing its rights under the
      Transaction Documents. 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. The Company acknowledges that each of the
      Purchasers has been provided with the same Transaction Documents for the purpose
      of closing a transaction with multiple Purchasers and not because it was
      required or requested to do so by any Purchaser. The Company’s obligations to
      each Purchaser under this Agreement are identical to its obligations to each
      other Purchaser other than such differences resulting solely from the number
      of
      Securities purchased by such Purchaser, but regardless of whether such
      obligations are memorialized herein or in another agreement between the Company
      and a Purchaser.

     

    6.16 Termination.
      This
      Agreement may be terminated and the sale and purchase of the Shares and the
      Warrants abandoned at any time prior to the Closing by either the Company or
      any
      Purchaser (with respect to itself only) upon written notice to the other, if
      the
      Closing has not been consummated on or prior to 5:00 p.m. (prevailing Pacific
      time) on the Outside Date; provided,
      however,
      that
      the right to terminate this Agreement under this Section
      6.16
      shall
      not be available to any Person whose failure to comply with its obligations
      under this Agreement has been the cause of or resulted in the failure of the
      Closing to occur on or before such time. Nothing in this Section
      6.16
      shall be
      deemed to release any party from any liability for any breach by such party
      of
      the terms and provisions of this Agreement or the other Transaction Documents
      or
      to impair the right of any party to compel specific performance by any other
      party of its obligations under this Agreement or the other Transaction
      Documents. In the event of a termination pursuant to this Section, the Company
      shall promptly notify all non-terminating Purchasers. Upon a termination in
      accordance with this Section, the Company and the terminating Purchaser(s)
      shall
      not have any further obligation or liability (including arising from such
      termination) to the other, and no Purchaser will have any liability to any
      other
      Purchaser under the Transaction Documents as a result therefrom.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
      Agreement to be duly executed by their respective authorized signatories as
      of
      the date first indicated above.

     

    
      	 	
              CJPG,
                INC.

            
	 	 
	 	
              By:
                

            	
              /s/
                Stephen Crystal

            
	 	
            	
              Name:
                Stephen Crystal

            
	 	 	
              Title:
                Chief Executive Officer

            


    

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

    [SIGNATURE
      PAGES FOR PURCHASERS FOLLOW]

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    


    
 

    


    
      	 	NAME
              OF PURCHASER: ____________________________
	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

     

    
      	 	
              Purchase
                Price (Subscription Amount): $________________

            
	 	 
	 	
              Number
                of Shares to be acquired: ______________________

            
	 	 
	 	
              Underlying
                Shares subject to Warrant:__________________

            
	 	 
	 	
              (50.0%
                of the number of Shares to be acquired)

            
	 	 
	 	
              Tax
                ID No.: ______________________________________

            
	 	 
	 	
              Address
                for Notice:

            
	 	  

	 	 

	 	 


    

    


    
      	 	
              Telephone
                No.:_____________________________________

            
	 	 
	 	
              Facsimile
                No.: _____________________________________

            
	 	 
	 	
              Attention:___________________________________________

            


    

     

    Delivery
      Instructions:

    (if
      different than above)

    


    
      	
              c/o:_______________________________________________

            	 
	 	 
	
              Street:_____________________________________________

            	 
	__________________________________________	 
	 	 
	
              City/State/Zip:_______________________________________

            	 
	 	 
	
              Attention:__________________________________________

            	 
	 	 
	
              Telephone
                No.:______________________________________

            	 


    


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    EXHIBITS:
      

     

    A:
       Form
      of
      Warrant 

     

    B:
       Form
      of
      Registration Rights Agreement

     

    C-1:
       Accredited
      Investor Questionnaire

     

    C-2: Stock
      Certificate Questionnaire

     

    D:
       Wire
      Instructions

     

    D:
       Unit
      Exchange Agreement

     

    SCHEDULES:
      

     

    3.1(a)
      Subsidiaries

     

    3.1(g)
      Capitalization

     

    3.1(i)
      Financial Statements 

     

    3.1(j)
      Tax Matters

     

    3.1(m)
      Litigation

     

    3.1(o)
      Compliance

     

    3.1(r)
      Patents and Trademarks

     

    3.1(t)
      Transactions with Affiliates

     

    3.1(w)
      Certain Fees 

     

    3.1(x)
      Private Placement; Registration Rights

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    Form
      of
      Warrant

     

    NEITHER
      THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES
      HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
      SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
      AND APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR
      SOLD EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
      SECURITIES ACT OR (II) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
      SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
      ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. THESE
      SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY
      BE
      PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED
      BY
      SUCH SECURITIES.

     

    CJPG,
      INC.

     

    WARRANT
      TO PURCHASE COMMON STOCK

     

    
      	
              Warrant
                No. [_________]

            	
                

            	
              Original
                Issue Date:
                [           ],
                2008

            


    

     

    CJPG,
      Inc., a Nevada corporation (the “Company”),
      hereby certifies that, for value received,
      [            ] or
      its permitted registered assigns (the “Holder”),
      is
      entitled to purchase from the Company up to a total of
      [            ]
      shares of common stock, $0.001 par value (the “Common
      Stock”),
      of
      the Company (each such share, a “Warrant
      Share”
and
      all
      such shares, the “Warrant
      Shares”)
      at an
      exercise price per share equal to $[ ] (as adjusted from time to time as
      provided in Section 9 herein, the “Exercise
      Price”),
      at
      any time and from time to time from on or after the date hereof (the “Trigger
      Date”) and through and including 5:00 P.M., prevailing Pacific time, on
      [             ],
      2011 (the “Expiration
      Date”),
      and
      subject to the following terms and conditions: 

    


    This
      Warrant (this “Warrant”)
      is one
      of a series of similar warrants issued pursuant to that certain Securities
      Purchase Agreement, dated [ ], 2008, by and among the Company and the Purchasers
      identified therein (the “Purchase
      Agreement”).
      All
      such warrants are referred to herein, collectively, as the “Warrants.”

     

    1.
       Definitions.
      In
      addition to the terms defined elsewhere in this Warrant, capitalized terms
      that
      are not otherwise defined herein have the meanings given to such terms in the
      Purchase Agreement. 

      

    2.  Registration
      of Warrants.
      The
      Company shall register this Warrant, upon records to be maintained by the
      Company for that purpose (the “Warrant
      Register”),
      in
      the name of the record Holder (which shall include the initial Holder or, as
      the
      case may be, any registered assignee to which this Warrant is permissibly
      assigned hereunder) from time to time. The Company may deem and treat the
      registered Holder of this Warrant as the absolute owner hereof for the purpose
      of any exercise hereof or any distribution to the Holder, and for all other
      purposes, absent actual notice to the contrary. 

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    3.
       Registration
      of Transfers.
      Subject
      to the restrictions on transfer set forth in Section 4.1 of the Purchase
      Agreement and compliance with all applicable securities laws, the Company shall
      register the transfer of all or any portion of this Warrant in the Warrant
      Register, upon (i) surrender of this Warrant, with the Form of Assignment
      attached as Schedule
      2
      hereto
      duly completed and signed, to the Company’s transfer agent or to the Company at
      its address specified herein (ii) delivery, at the request of the Company,
      of an
      opinion of counsel reasonably satisfactory to the Company to the effect that
      the
      transfer of such portion of this Warrant may be made pursuant to an available
      exemption from the registration requirements of the Securities Act and all
      applicable state securities or blue sky laws and (iii) delivery by the
      transferee of a written statement to the Company certifying that the transferee
      is an “accredited investor” as defined in Rule 501(a) under the Securities Act
      and making the representations and certifications set forth in Section 3.2(b),
      (c) and (d) of the Purchase Agreement, to the Company at its address specified
      in the Purchase Agreement. Upon any such registration or transfer, a new warrant
      to purchase Common Stock in substantially the form of this Warrant (any such
      new
      warrant, a “New
      Warrant”)
      evidencing the portion of this Warrant so transferred shall be issued to the
      transferee, and a New Warrant evidencing the remaining portion of this Warrant
      not so transferred, if any, shall be issued to the transferring Holder. The
      acceptance of the New Warrant by the transferee thereof shall be deemed the
      acceptance by such transferee of all of the rights and obligations of a Holder
      of a Warrant. 

     

    4.
       Exercise
      and Duration of Warrants.
      

     

    (a)
       All
      or
      any part of this Warrant shall be exercisable by the registered Holder at any
      time and from time to time on or after the Trigger Date and through and
      including 5:00 P.M. prevailing Pacific time on the Expiration Date. At 5:00
      P.M., prevailing Pacific time, on the Expiration Date, the portion of this
      Warrant not exercised prior thereto shall be and become void and of no value
      and
      this Warrant shall be terminated and no longer outstanding. 

    


    (b) The
      Holder may exercise this Warrant by delivering to the Company (i) an exercise
      notice, in the form attached as Schedule 1 hereto (the “Exercise
      Notice”),
      appropriately completed and duly signed, (ii) payment of the Exercise Price
      for
      the number of Warrant Shares as to which this Warrant is being exercised (which
      may take the form of a “cashless exercise” if so indicated in the Exercise
      Notice and if a “cashless exercise” may occur at such time pursuant to Section
      10 below), and the date such items are delivered to the Company (as determined
      in accordance with the notice provisions hereof) is an “Exercise
      Date.”
The
      delivery by (or on behalf of) the Holder of the Exercise Notice and the
      applicable Exercise Price as provided above shall constitute the Holder’s
      certification to the Company that its representations contained in Section
      3.2(b), (c) and (d) of the Purchase Agreement are true and correct as of the
      Exercise Date as if remade in their entirety (or, in the case of any transferee
      Holder that is not a party to the Purchase Agreement, such transferee Holder’s
      certification to the Company that such representations are true and correct
      as
      to such assignee Holder as of the Exercise Date). The Holder shall not be
      required to deliver the original Warrant in order to effect an exercise
      hereunder. Execution and delivery of the Exercise Notice shall have the same
      effect as cancellation of the original Warrant and issuance of a New Warrant
      evidencing the right to purchase the remaining number of Warrant
      Shares.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    5.
       Delivery
      of Warrant Shares.
       Upon
      exercise of this Warrant, the Company shall promptly (but in no event later
      than
      three Trading Days after the Exercise Date) issue or cause to be issued and
      cause to be delivered to or upon the written order of the Holder and in such
      name or names as the Holder may designate (provided that, if the Registration
      Statement is not effective and the Holder directs the Company to deliver a
      certificate for the Warrant Shares in a name other than that of the Holder
      or an
      Affiliate of the Holder, it shall deliver to the Company on the Exercise Date
      an
      opinion of counsel reasonably satisfactory to the Company to the effect that
      the
      issuance of such Warrant Shares in such other name may be made pursuant to
      an
      available exemption from the registration requirements of the Securities Act
      and
      all applicable state securities or blue sky laws), a certificate for the Warrant
      Shares issuable upon such exercise, free of restrictive legends, unless a
      registration statement covering the resale of the Warrant Shares and naming
      the
      Holder as a selling stockholder thereunder is not then effective or the Warrant
      Shares are not freely transferable without volume restrictions pursuant to
      Rule
      144 under the Securities Act. The Holder, or any Person permissibly so
      designated by the Holder to receive Warrant Shares, shall be deemed to have
      become the holder of record of such Warrant Shares as of the Exercise Date.
      If
      the Warrant Shares are to be issued free of all restrictive legends, the Company
      shall, upon the written request of the Holder, use its best efforts to deliver,
      or cause to be delivered, Warrant Shares hereunder electronically through The
      Depository Trust Company or another established clearing corporation performing
      similar functions, if available; provided, that, the Company may, but will
      not
      be required to, change its transfer agent if its current transfer agent cannot
      deliver Warrant Shares electronically through such a clearing
      corporation.

      

    6.
       Charges,
      Taxes and Expenses.
      Issuance and delivery of certificates for shares of Common Stock upon exercise
      of this Warrant shall be made without charge to the Holder for any issue or
      transfer tax, transfer agent fee or other incidental tax or expense in respect
      of the issuance of such certificates, all of which taxes and expenses shall
      be
      paid by the Company; provided,
      however,
      that
      the Company shall not be required to pay any tax which may be payable in respect
      of any transfer involved in the registration of any certificates for Warrant
      Shares or Warrants in a name other than that of the Holder or an Affiliate
      thereof. The Holder shall be responsible for all other tax liability that may
      arise as a result of holding or transferring this Warrant or receiving Warrant
      Shares upon exercise hereof. 

     

    7.
       Replacement
      of Warrant.
      If this
      Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or
      cause to be issued in exchange and substitution for and upon cancellation
      hereof, or in lieu of and substitution for this Warrant, a New Warrant, but
      only
      upon receipt of evidence reasonably satisfactory to the Company of such loss,
      theft or destruction (in such case) and, in each case, a customary and
      reasonable indemnity (which shall not include a surety bond), if requested.
      Applicants for a New Warrant under such circumstances shall also comply with
      such other reasonable regulations and procedures and pay such other reasonable
      third-party costs as the Company may prescribe. If a New Warrant is requested
      as
      a result of a mutilation of this Warrant, then the Holder shall deliver such
      mutilated Warrant to the Company as a condition precedent to the Company’s
      obligation to issue the New Warrant. 

     

    8.
       Reservation
      of Warrant Shares.
      The
      Company covenants that it will at all times reserve and keep available out
      of
      the aggregate of its authorized but unissued and otherwise unreserved Common
      Stock, solely for the purpose of enabling it to issue Warrant Shares upon
      exercise of this Warrant as herein provided, the number of Warrant Shares which
      are then issuable and deliverable upon the exercise of this entire Warrant,
      free
      from preemptive rights or any other contingent purchase rights of persons other
      than the Holder (taking into account the adjustments and restrictions of
Section
      9).
      The
      Company covenants that all Warrant Shares so issuable and deliverable shall,
      upon issuance and the payment of the applicable Exercise Price in accordance
      with the terms hereof, be duly and validly authorized, issued and fully paid
      and
      nonassessable. The Company will take all such action as may be necessary to
      assure that such shares of Common Stock may be issued as provided herein without
      violation of any applicable law or regulation, or of any requirements of any
      securities exchange or automated quotation system upon which the Common Shares
      may be listed.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    9.
       Certain
      Adjustments.
      The
      Exercise Price and number of Warrant Shares issuable upon exercise of this
      Warrant are subject to adjustment from time to time as set forth in this
Section
      9.
      

     

    (a)  Stock
      Dividends and Splits.
      If the
      Company, at any time while this Warrant is outstanding, (i) pays a stock
      dividend on its Common Stock or otherwise makes a distribution on any class
      of
      capital stock that is payable in shares of Common Stock, (ii) subdivides its
      outstanding shares of Common Stock into a larger number of shares, or (iii)
      combines its outstanding shares of Common Stock into a smaller number of shares,
      then in each such case the Exercise Price shall be multiplied by a fraction,
      the
      numerator of which shall be the number of shares of Common Stock outstanding
      immediately before such event and the denominator of which shall be the number
      of shares of Common Stock outstanding immediately after such event. Any
      adjustment made pursuant to clause (i) of this paragraph shall become effective
      immediately after the record date for the determination of stockholders entitled
      to receive such dividend or distribution, and any adjustment pursuant to clause
      (ii) or (iii) of this paragraph shall become effective immediately after the
      effective date of such subdivision or combination. 

     

    (b) Fundamental
      Transactions.
      If, at
      any time while this Warrant is outstanding (i) the Company effects any merger
      or
      consolidation of the Company with or into another Person, in which the Company
      is not the survivor, (ii) the Company effects any sale of all or substantially
      all of its assets or a majority of its Common Stock is acquired by a third
      party, in each case, in one or a series of related transactions, (iii) any
      tender offer or exchange offer (whether by the Company or another Person) is
      completed pursuant to which all or substantially all of the holders of Common
      Stock are permitted to tender or exchange their shares for other securities,
      cash or property, or (iv) the Company effects any reclassification of the Common
      Stock or any compulsory share exchange pursuant to which the Common Stock is
      effectively converted into or exchanged for other securities, cash or property
      (other than as a result of a subdivision or combination of shares of Common
      Stock covered by Section 9(a) above) (in any such case, a “Fundamental
      Transaction”),
      then
      the Holder shall have the right thereafter to receive, upon exercise of this
      Warrant, the same amount and kind of securities, cash or property as it would
      have been entitled to receive upon the occurrence of such Fundamental
      Transaction if it had been, immediately prior to such Fundamental Transaction,
      the holder of the number of Warrant Shares then issuable upon exercise in full
      of this Warrant without regard to any limitations on exercise contained herein
      (the “Alternate
      Consideration”).
      The
      Company shall not effect any such Fundamental Transaction unless prior to or
      simultaneously with the consummation thereof, any successor to the Company,
      surviving entity or the corporation purchasing or otherwise acquiring such
      assets or other appropriate corporation or entity shall assume the obligation
      to
      deliver to the Holder, such Alternate Consideration as, in accordance with
      the
      foregoing provisions, the Holder may be entitled to purchase and/or receive
      (as
      the case may be), and the other obligations under this Warrant. The provisions
      of this paragraph (c) shall similarly apply to subsequent transactions analogous
      to a Fundamental Transaction.

    


    (c)
       Number
      of Warrant Shares.
      Simultaneously with any adjustment to the Exercise Price pursuant to paragraph
      (a) of this Section, the number of Warrant Shares that may be purchased upon
      exercise of this Warrant shall be increased or decreased proportionately, so
      that after such adjustment the aggregate Exercise Price payable hereunder for
      the increased or decreased number of Warrant Shares shall be the same as the
      aggregate Exercise Price in effect immediately prior to such
      adjustment.                        


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    (d)
       Calculations.
      All
      calculations under this Section
      9
      shall be
      made to the nearest cent or the nearest 1/100th
      of a
      share, as applicable. The number of shares of Common Stock outstanding at any
      given time shall not include shares owned or held by or for the account of
      the
      Company, and the sale or issuance of any such shares shall be considered an
      issue or sale of Common Stock. 

     

    (e)
       Notice
      of Adjustments.
      Upon
      the occurrence of each adjustment pursuant to this Section
      9,
      the
      Company at its expense will, at the written request of the Holder, promptly
      compute such adjustment, in good faith, in accordance with the terms of this
      Warrant and prepare a certificate setting forth such adjustment, including
      a
      statement of the adjusted Exercise Price and adjusted number or type of Warrant
      Shares or other securities issuable upon exercise of this Warrant (as
      applicable), describing the transactions giving rise to such adjustments and
      showing in detail the facts upon which such adjustment is based. Upon written
      request, the Company will promptly deliver a copy of each such certificate
      to
      the Holder and to the Company’s transfer agent. 

     

    (f)
       Notice
      of Corporate Events.
      If,
      while this Warrant is outstanding, the Company (i) declares a dividend or any
      other distribution of cash, securities or other property in respect of its
      Common Stock, including, without limitation, any granting of rights or warrants
      to subscribe for or purchase any capital stock of the Company, (ii) authorizes
      or approves, enters into any agreement contemplating or solicits stockholder
      approval for any Fundamental Transaction or (iii) authorizes the voluntary
      dissolution, liquidation or winding up of the affairs of the Company, then,
      except if such notice and the contents thereof shall be deemed to constitute
      material non-public information, the Company shall deliver to the Holder a
      notice describing the material terms and conditions of such transaction at
      least
      ten (10) Trading Days prior to the applicable record or effective date on which
      a Person would need to hold Common Stock in order to participate in or vote
      with
      respect to such transaction, and the Company will take all steps reasonably
      necessary in order to insure that the Holder is given the practical opportunity
      to exercise this Warrant prior to such time so as to participate in or vote
      with
      respect to such transaction; provided,
      however,
      that
      the failure to deliver such notice or any defect therein shall not affect the
      validity of the corporate action required to be described in such notice.


     

    10.
       Payment
      of Exercise Price.
      The
      Holder shall pay the Exercise Price in immediately available funds; provided,
      however,
      that
      if, on any Exercise Date the shares issuable upon exercise of this Warrant
      are
      not freely resalable without restriction under the Securities Act, the Holder
      may, in its sole discretion, satisfy its obligation to pay the Exercise Price
      through a “cashless exercise”, in which event the Company shall issue to the
      Holder the number of Warrant Shares determined as follows: 

     

    X
      = Y
      [(A-B)/A] 

     

    where:
      

     

    X
      = the
      number of Warrant Shares to be issued to the Holder. 

     

    Y
      = the
      total number of Warrant Shares with respect to which this Warrant is being
      exercised. 

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


    A
      = the
      average of the Closing Sale Prices of the shares of Common Stock (as reported
      by
      Bloomberg Financial Markets) for the five Trading Days ending on the date
      immediately preceding the Exercise Date. 

     

    B
      = the
      Exercise Price then in effect for the applicable Warrant Shares at the time
      of
      such exercise. 

     

    For
      purposes of this Warrant, “Closing
      Sale Price”
means,
      for any security as of any date, the last trade price for such security on
      the
      principal securities exchange or trading market for such security, as reported
      by Bloomberg Financial Markets, or, if such exchange or trading market begins
      to
      operate on an extended hours basis and does not designate the last trade price,
      then the last trade price of such security prior to 4:00:00 p.m., New York
      Time,
      as reported by Bloomberg Financial Markets, or if the foregoing do not apply,
      the last trade price of such security in the over-the-counter market on the
      electronic bulletin board for such security as reported by Bloomberg Financial
      Markets, or, if no last trade price is reported for such security by Bloomberg
      Financial Markets, the average of the bid prices, or the ask prices,
      respectively, of any market makers for such security as reported in the "pink
      sheets" by Pink Sheets LLC. If the Closing Sale Price cannot be calculated
      for a
      security on a particular date on any of the foregoing bases, the Closing Sale
      Price of such security on such date shall be the fair market value as mutually
      determined by the Company and the Holder. If the Company and the Holder are
      unable to agree upon the fair market value of such security, then the Company
      shall, within two business days submit via facsimile (a) the disputed
      determination of the Warrant Exercise Price to an independent, reputable
      investment bank selected by the Company and approved by the Holder or (b) the
      disputed arithmetic calculation of the Warrant Shares to the Company's
      independent, outside accountant. The Company shall cause at its expense the
      investment bank or the accountant, as the case may be, to perform the
      determinations or calculations and notify the Company and the Holder of the
      results no later than ten business days from the time it receives the disputed
      determinations or calculations. Such investment bank's or accountant's
      determination or calculation, as the case may be, shall be binding upon all
      parties absent demonstrable error. All such determinations to be appropriately
      adjusted for any stock dividend, stock split, stock combination or other similar
      transaction during the applicable calculation period

    


    For
      purposes of Rule 144 promulgated under the Securities Act, it is intended,
      understood and acknowledged that the Warrant Shares issued in a cashless
      exercise transaction shall be deemed to have been acquired by the Holder, and
      the holding period for the Warrant Shares shall be deemed to have commenced,
      on
      the date this Warrant was originally issued pursuant to the Purchase Agreement
      (provided that the Commission continues to take the position that such treatment
      is proper at the time of such exercise). 

     

    11.
       No
      Fractional Shares.
      No
      fractional Warrant Shares will be issued in connection with any exercise of
      this
      Warrant. In lieu of any fractional shares which would otherwise be issuable,
      the
      number of Warrant Shares to be issued shall be rounded up to the next whole
      number. 

     

    12.
       Notices.
      Any and
      all notices or other communications or deliveries hereunder (including, without
      limitation, any Exercise Notice) shall be in writing and shall be deemed given
      and effective on the earliest of (i) the date of transmission, if such notice
      or
      communication is delivered via facsimile at the facsimile number specified
      in
      the Purchase Agreement prior to 5:00 p.m. (prevailing Pacific time) on a Trading
      Day, (ii) the next Trading Day after the date of transmission, if such notice
      or
      communication is delivered via facsimile at the facsimile number specified
      in
      the Purchase Agreement on a day that is not a Trading Day or later than 5:00
      p.m. (prevailing Pacific time) on any Trading Day, (iii) the Trading Day
      following the date of mailing, if sent by nationally recognized overnight
      courier service specifying next business day delivery, or (iv) upon actual
      receipt by the party to whom such notice is required to be given, if by hand
      delivery. The address and facsimile number of a party for such notices or
      communications shall be as set forth in the Purchase Agreement unless changed
      by
      such party by two Trading Days’ prior notice to the other party in accordance
      with this Section 12. 

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    


    13.
       Warrant
      Agent.
      The
      Company shall serve as warrant agent under this Warrant. Upon thirty (30) days’
notice to the Holder, the Company may appoint a new warrant agent. Any
      corporation into which the Company or any new warrant agent may be merged or
      any
      corporation resulting from any consolidation to which the Company or any new
      warrant agent shall be a party or any corporation to which the Company or any
      new warrant agent transfers substantially all of its corporate trust or
      shareholders services business shall be a successor warrant agent under this
      Warrant without any further act. Any such successor warrant agent shall promptly
      cause notice of its succession as warrant agent to be mailed (by first class
      mail, postage prepaid) to the Holder at the Holder’s last address as shown on
      the Warrant Register. 

     

    14.
       Miscellaneous.
      

     

    6.17 The
      Holder, solely in such Person's capacity as a holder of this Warrant, shall
      not
      be entitled to vote or receive dividends or be deemed the holder of share
      capital of the Company for any purpose, nor shall anything contained in this
      Warrant be construed to confer upon the Holder, solely in such Person's capacity
      as the Holder of this Warrant, any of the rights of a stockholder of the Company
      or any right to vote, give or withhold consent to any corporate action (whether
      any reorganization, issue of stock, reclassification of stock, consolidation,
      merger, amalgamation, conveyance or otherwise), receive notice of meetings,
      receive dividends or subscription rights, or otherwise, prior to the issuance
      to
      the Holder of the Warrant Shares which such Person is then entitled to receive
      upon the due exercise of this Warrant. In addition, nothing contained in this
      Warrant shall be construed as imposing any liabilities on the Holder to purchase
      any securities (upon exercise of this Warrant or otherwise) or as a stockholder
      of the Company, whether such liabilities are asserted by the Company or by
      creditors of the Company. Notwithstanding this Section 14(a), the Company shall
      provide the Holder with copies of the same notices and other information given
      to the shareholders of the Company, contemporaneously with the giving thereof
      to
      the shareholders.

     

    6.18 Subject
      to the restrictions on transfer set forth on the first page hereof and in
      Section 4.1 of the Purchase Agreement, and compliance with applicable securities
      laws, this Warrant may be assigned by the Holder. This Warrant may not be
      assigned by the Company except to a successor in the event of a Fundamental
      Transaction. This Warrant shall be binding on and inure to the benefit of the
      parties hereto and their respective successors and assigns. Subject to the
      preceding sentence, nothing in this Warrant shall be construed to give to any
      Person other than the Company and the Holder any legal or equitable right,
      remedy or cause of action under this Warrant. This Warrant may be amended only
      in writing signed by the Company and the Holder, or their successors and
      assigns. 


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    


    6.19 GOVERNING
      LAW; VENUE; WAIVER OF JURY TRIAL. ALL QUESTIONS CONCERNING THE CONSTRUCTION,
      VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED
      BY
      AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
      YORK
      WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. EACH PARTY HEREBY
      IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL
      COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE
      ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY
      TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT
      TO
      THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY
      WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM
      THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT
      SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY
      WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN
      ANY
      SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR
      CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY
      AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES
      THAT
      SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE
      THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT
      TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. THE COMPANY HEREBY WAIVES
      ALL
      RIGHTS TO A TRIAL BY JURY. 

     

    (d)
       The
      headings herein are for convenience only, do not constitute a part of this
      Warrant and shall not be deemed to limit or affect any of the provisions hereof.
      

     

    (e)
       In
      case
      any one or more of the provisions of this Warrant shall be invalid or
      unenforceable in any respect, the validity and enforceability of the remaining
      terms and provisions of this Warrant shall not in any way be affected or
      impaired thereby, and the parties will attempt in good faith to agree upon
      a
      valid and enforceable provision which shall be a commercially reasonable
      substitute therefor, and upon so agreeing, shall incorporate such substitute
      provision in this Warrant. 

     

    (f)
       Except
      as
      otherwise set forth herein, prior to exercise of this Warrant, the Holder hereof
      shall not, by reason of by being a Holder, be entitled to any rights of a
      stockholder with respect to the Warrant Shares. 

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK, 

    SIGNATURE
      PAGE FOLLOWS] 


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
      its
      authorized officer as of the date first indicated above. 

    


    
      	 	
              CJPG,
                INC.

            
	 	 
	 	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      1

    FORM
      OF
      EXERCISE NOTICE 

    


    (To
      be
      executed by the Holder to exercise the right to purchase shares of Common Stock
      under the foregoing Warrant)

     

    Ladies
      and Gentlemen:

    


    (1) The
      undersigned is the Holder of Warrant No. __________ (the “Warrant”) issued by
      CJPG, Inc. a Nevada corporation (the “Company”). Capitalized terms used herein
      and not otherwise defined herein have the respective meanings set forth in
      the
      Warrant. 

    


    (2) The
      undersigned hereby exercises its right to purchase __________ Warrant Shares
      pursuant to the Warrant.

      

    (3) The
      Holder intends that payment of the Exercise Price shall be made as (check
      one):

    


     ̈ Cash
      Exercise 

    


     ̈ “Cashless
      Exercise” under Section 10

    


    (4) If
      the
      Holder has elected a Cash Exercise, the Holder shall pay the sum of $_______
      in
      immediately available funds to the Company in accordance with the terms of
      the
      Warrant.

    


    (5) Pursuant
      to this Exercise Notice, the Company shall deliver to the Holder _____________
      Warrant Shares in accordance with the terms of the Warrant.

     

    Dated:_______________,
      _____ 

     

    Name
      of
      Holder: ___________________________

     

    By:__________________________________

    Name:
      _______________________________ 

    Title:
      _______________________________

    (Signature
      must conform in all respects to name of Holder as specified on the face of
      the
      Warrant)


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    


    SCHEDULE
      2

    


    CJPG,
      INC.

    


    FORM
      OF
      ASSIGNMENT 

     

    [To
      be
      completed and signed only upon transfer of Warrant]

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto                             
      (the
“Transferee” the right represented by the within Warrant to purchase
                
      shares
      of Common Stock of CJPG, Inc. (the “Company”) to which the within Warrant
      relates and appoints                             
      attorney
      to transfer said right on the books of the Company with full power of
      substitution in the premises. In connection therewith, the undersigned
      represents, warrants, covenants and agrees to and with the Company
      that:

    


    
      	 	
              (a)

            	
              the
                offer and sale of the Warrant contemplated hereby is being made in
                compliance with Section 4(1) of the United States Securities Act
                of 1933,
                as amended (the “Securities Act”) or another valid exemption from the
                registration requirements of Section 5 of the Securities Act and
                in
                compliance with all applicable securities laws of the states of the
                United
                States;

            


    

     

    
      	 	
              (b)

            	
              the
                undersigned has not offered to sell the Warrant by any form of general
                solicitation or general advertising, including, but not limited to,
                any
                advertisement, article, notice or other communication published in
                any
                newspaper, magazine or similar media or broadcast over television
                or
                radio, and any seminar or meeting whose attendees have been invited
                by any
                general solicitation or general
                advertising;

            


    

     

    
      	 	
              (c)

            	
              the
                undersigned has read the Transferee’s investment letter included herewith,
                and to its actual knowledge, the statements made therein are true
                and
                correct; and

            


    

     

    
      	 	
              (d)

            	
              the
                undersigned understands that the Company may condition the transfer
                of the
                Warrant contemplated hereby upon the delivery to the Company by the
                undersigned or the Transferee, as the case may be, of a written opinion
                of
                counsel (which opinion shall be in form, substance and scope customary
                for
                opinions of counsel in comparable transactions) to the effect that
                such
                transfer may be made without registration under the Securities Act
                and
                under applicable securities laws of the states of the United
                States.

            


    

     

    
      	
              Dated:__________,
                _______     

            	
               

            	 
	 	 	 
	
               

            	
               

            	
              (Signature
                must conform in all respects to name of holder as specified on the
                face of
                the Warrant)

            
	
               

            	
               

            	 
	 	 	 
	
               

            	
               

            	
              Address
                of Transferee

            
	
               

            	
               

            	 
	 	 	 
	
               

            	
               

            	 
	 	 	 


    

     

    
      	
              In
                the presence of:

            	 
	
               

            	 
	 	 


    


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    FORM
      OF
      REGISTRATION RIGHTS AGREEMENT

     

    This
      Registration Rights Agreement (this “Agreement”)
      is
      made and entered into as of _______________, 2008 by and among CJPG, Inc.,
      a
      Nevada corporation (the “Company”),
      and
      the several purchasers signatory hereto (each a “Purchaser”
and
      collectively, the “Purchasers”).

     

    This
      Agreement is made pursuant to the Securities Purchase Agreement, dated as of
      the
      date hereof between the Company and each Purchaser (the “Purchase
      Agreement”).

     

    NOW,
      THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
      and for other good and valuable consideration, the receipt and adequacy of
      which
      are hereby acknowledged, the Company and the Purchasers agree as follows:


     

    ARTICLE
      VII.Definitions.
      Capitalized terms used and not otherwise defined herein that are defined in
      the
      Purchase Agreement shall have the meanings given such terms in the Purchase
      Agreement. As used in this Agreement, the following terms shall have the
      respective meanings set forth in this Section 1:

     

    “Adjustment
      Shares”
means
      any additional shares of Common Stock issued or issuable to the Purchasers
      pursuant to Section 2.3 of the Purchase Agreement.

     

    “Adjustment
      Warrants”
means
      any additional warrants issued or issuable to the Purchasers pursuant to Section
      2.3 of the Purchase Agreement.

     

    “Adjustment
      Warrant Shares”
means
      the shares of Common Stock issued or issuable upon exercise of any Adjustment
      Warrants.

     

    “Advice”
shall
      have the meaning set forth in Section 6(d).

     

    “Affiliate”
means,
      with respect to any person, any other person which directly or indirectly
      controls, is controlled by, or is under common control with, such
      person.

     

    “Business
      Day”
means
      a
      day, other than a Saturday or Sunday, on which banks in New York City are open
      for the general transaction of business.

     

    “Closing”
has
      the
      meaning set forth in the Purchase Agreement.

     

    “Closing
      Date”
has
      the
      meaning set forth in the Purchase Agreement.

     

    “Commission”
means
      the Securities and Exchange Commission.

     

    “Common
      Stock”
means
      the common stock of the Company, par value $0.001 per share, and any securities
      into which such common stock may hereinafter be reclassified. 

     

    “Effective
      Date”
means
      the date that the Registration Statement filed pursuant to Section 2(a) is
      first
      declared effective by the Commission.


    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    “Effectiveness
      Deadline”
means,
      with respect to the Registration Statement required to be filed to cover the
      resale by the Holders of the Registrable Securities, the earlier of: (i) the
      90th
      calendar
      day following the applicable Filing Deadline, and (ii) the fifth (5th)
      Trading
      Day following the date on which the Company is notified by the Commission that
      the Registration Statement will not be reviewed or is no longer subject to
      further review and comments and the effectiveness of the applicable Registration
      Statement may be accelerated; provided,
      however,
      that if
      the Effective Deadline falls on a Saturday, Sunday or other day that the
      Commission is closed for business, the Effectiveness Deadline shall be extended
      to the next business day on which the Commission is open for business.


     

    “Effectiveness
      Period”
shall
      have the meaning set forth in Section 2(b).

     

    “Event”
shall
      have the meaning set forth in Section 2(c).

     

    “Event
      Date”
shall
      have the meaning set forth in Section 2(c).

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      promulgated thereunder.

     

    “Filing
      Deadline”
means,
      with respect to the Registration Statement required to be filed pursuant to
      Section 2(a): (i) the 30h
      calendar
      day following the Closing Date with respect to all Registrable Securities other
      than the Adjustment Shares and the Adjustment Warrant Shares, or (ii) the
      30th
      calendar
      day following issuance of the Adjustment Shares with respect to such Adjustment
      Shares and the Adjustment Warrant Shares.

     

    “Holder”
or
      “Holders”
means
      the holder or holders, as the case may be, from time to time of Registrable
      Securities.

     

    “Indemnified
      Party”
shall
      have the meaning set forth in Section 5(c).

     

    “Indemnifying
      Party”
shall
      have the meaning set forth in Section 5(c).

     

    “Losses”
shall
      have the meaning set forth in Section 5(a).

     

    “New
      York Courts”
means
      the state and federal courts sitting in the City of New York, Borough of
      Manhattan.

     

    “Person”
means
      an individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any
      kind.

     

    “Placement
      Agents”
means
      Sterne, Agee & Leach Inc., Feltl and Company, Inc. and Rodman & Renshaw,
      LLC, and any permitted assigns.

     

    “Principal
      Trading Market”
means
      the Trading Market on which the Common Stock is primarily listed on and quoted
      for trading, which, as of the Closing Date, shall be the electronic pink sheets
      of the U. S. Over-the-Counter (OTC) market.

     

    “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.


    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    


    “Prospectus”
means
      the prospectus included in a Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by a Registration Statement,
      and
      all other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference or deemed to be
      incorporated by reference in such Prospectus.

     

    “Register,”
      “registered”
and
      “registration”
refer
      to a registration made by preparing and filing a Registration Statement or
      similar document in compliance with the Securities Act and pursuant to Rule
      415,
      and the declaration or ordering of effectiveness of such Registration Statement
      or document.

     

    “Registrable
      Securities”
means
      all of (i) the Shares, (ii) the Warrant Shares issued or issuable upon the
      exercise of the Warrants, (iii) the Adjustment Shares, (iv) the Adjustment
      Warrant Shares issuable upon exercise of the Adjustment Warrants, (v) any
      additional shares issuable in connection with any anti-dilution provisions
      in
      the Warrants (without giving effect to any limitations on exercise set forth
      in
      the Warrant) and (vi) any securities issued or issuable on Registrable
      Securities listed in (i) through (v) above upon any stock split, dividend or
      other distribution, recapitalization or similar event; provided,
      that
      the Holder has completed and delivered to the Company a Selling Shareholder
      Questionnaire; and provided,
      further,
      that a
      Holder’s security shall cease to be Registrable Security upon the earliest to
      occur of the following: (A) sale pursuant to a Registration Statement or Rule
      144 under the Securities Act (in which case, only such security sold shall
      cease
      to be a Registrable Security); or (B) such security becoming eligible for sale
      by the Holder without volume restrictions pursuant to Rule 144 pursuant to
      Rule
      144.

     

    “Registration
      Statements”
means
      any one or more registration statements of the Company filed under the
      Securities Act that covers the resale of any of the Registrable Securities
      pursuant to the provisions of this Agreement (including without limitation
      the
      Initial Registration Statement, the New Registration Statement and any Remainder
      Registration Statements), amendments and supplements to such Registration
      Statements, including post-effective amendments, all exhibits and all material
      incorporated by reference or deemed to be incorporated by reference in such
      Registration Statements.

     

    “Rule
      144”
means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “Rule
      415”
means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “Rule
      424”
means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.

     

    “Selling
      Shareholder Questionnaire”
means
      a
      questionnaire in the form attached as Annex
      B
      hereto,
      or such other form of questionnaire as may reasonably be adopted by the Company
      from time to time.

     

    “Shares”
means
      the shares of Common Stock issued or issuable to the Purchasers pursuant to
      Section 2.1 of the Purchase Agreement.


    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    


    “Subscription
      Amount”
means
      $0.405 (as subject to adjustment for stock splits and stock dividends affecting
      the Shares), being the per security purchase price paid by each Purchaser for
      the securities purchased by such Purchaser pursuant to the Purchase
      Agreement.

     

    “Trading
      Day”
means
      (i) a day on which the Common Stock is listed or quoted and traded on its
      primary Trading Market (other than the OTC Bulletin Board), or (ii) if the
      Common Stock is not listed on a Trading Market (other than the OTC Bulletin
      Board), a day on which the Common Stock is traded in the over-the-counter
      market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock
      is
      not quoted on any Trading Market, a day on which the Common Stock is quoted
      in
      the over-the-counter market as reported by the National Quotation Bureau
      Incorporated (or any similar organization or agency succeeding to its functions
      of reporting prices); provided,
      that in
      the event that the Common Stock is not listed or quoted as set forth in (i),
      (ii) and (iii) hereof, then Trading Day shall mean a Business Day.

     

    “Trading
      Market”
means
      whichever of the New York Stock Exchange, the American Stock Exchange, the
      NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market
      or OTC Bulletin Board on which the Common Stock is listed or quoted for trading
      on the date in question. 

     

    “Warrants”
means
      the Warrants issued pursuant to the Purchase Agreement.

     

    “Warrant
      Shares”
means
      the shares of Common Stock issued or issuable upon exercise of the
      Warrants.

     

    ARTICLE
      VIII.Registration.

     

    8.1 On
      or
      prior to the applicable Filing Deadline, the Company shall prepare and file
      with
      the Commission a Registration Statement covering the resale of all Registrable
      Securities not already covered by an existing and effective Registration
      Statement for an offering to be made on a continuous basis pursuant to Rule
      415
      (the “Initial
      Registration Statement”).
      The
      Initial Registration Statement shall be on Form S-3 (except if the Company
      is
      not then eligible to register for resale the Registrable Securities on Form
      S-3,
      in which case such registration shall be on another appropriate form in
      accordance with the Securities Act) and shall contain (except if otherwise
      required pursuant to written comments received from the Commission upon a review
      of such Registration Statement) the “Plan of Distribution” attached hereto as
      Annex A. Notwithstanding the registration obligations set forth in this
      subsection (a) and subsections (b) and (c) of this Section 2, in the event
      the
      Commission informs the Company that all of the Registrable Securities cannot,
      as
      a result of the application of Rule 415, be registered for resale on a single
      registration statement, the Company agrees to promptly (i) inform each of the
      holders thereof and use its reasonable best efforts to file amendments to the
      Initial Registration Statement as required by the Commission and/or (ii)
      withdraw the Initial Registration Statement and file a new registration
      statement (a “New
      Registration Statement”),
      in
      either case covering the maximum number of Registrable Securities permitted
      to
      be registered by the Commission on Form S-3 or such other form available to
      register for resale the Registrable Securities. In the event the Company amends
      the Initial Registration Statement or files a New Registration Statement, as
      the
      case may be, under clauses (i) or (ii) above, the Company will use its
      reasonable best efforts to file with the Commission, as promptly as allowed
      by
      Commission or staff guidance provided to the Company or to registrants of
      securities in general, one or more registration statements on Form S-3 or such
      other form available to register for resale those Registrable Securities that
      were not registered for resale on the Initial Registration Statement, as
      amended, or the New Registration Statement (the “Remainder
      Registration Statements”).
      


    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    


    8.2 The
      Company shall use its best efforts to cause each Registration Statement to
      be
      declared effective by the Commission as soon as practicable and, with respect
      to
      the Initial Registration Statement or the New Registration Statement, as
      applicable, no later than the Effectiveness Deadline (including filing with
      the
      Commission a request for acceleration of effectiveness in accordance with Rule
      461 promulgated under the Securities Act within five (5) Business Days after
      the
      date that the Company is notified (orally or in writing, whichever is earlier)
      by the Commission that such Registration Statement will not be “reviewed,” or
      not be subject to further review and the effectiveness of such Registration
      Statement may be accelerated) and shall use its reasonable best efforts to
      keep
      each Registration Statement continuously effective under the Securities Act
      until the earlier of (i) such time as all of the Registrable Securities covered
      by such Registration Statement have been publicly sold by the Holders, (ii)
      the
      date that all Registrable Securities covered by such Registration Statement
      may
      be sold by non-affiliates without volume restrictions pursuant to Rule 144
      as
      determined by counsel to the Company pursuant to a written opinion letter to
      such effect, addressed and acceptable to the Company's transfer agent and the
      affected Holders, or (iii) two (2) years following the applicable Effective
      Date
      (the “Effectiveness
      Period”).
      The
      Company shall ensure that each Registration Statement (including any amendments
      or supplements thereto and prospectuses contained therein) shall not contain
      any
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated therein, or necessary to make the statements therein (in the case
      of
      prospectuses, in the light of the circumstances in which they were made) not
      misleading. Each Registration Statement shall also cover, to the extent
      allowable under the Securities Act and the rules promulgated thereunder
      (including Rule 416), such indeterminate number of additional shares of Common
      Stock resulting from stock splits, stock dividends or similar transactions
      with
      respect to the Registrable Securities. The Company shall telephonically request
      effectiveness of a Registration Statement as of 5:00 pm Eastern Time on a
      Trading Day. The Company shall promptly notify the Holders via facsimile or
      e-mail of the effectiveness of a Registration Statement on the same Trading
      Day
      that the Company telephonically confirms effectiveness with the Commission,
      which shall be the date requested for effectiveness of a Registration Statement.
      The Company shall, by 9:30 am Eastern Time on the Trading Day after the
      Effective Date (as defined in the Purchase Agreement), file a final Prospectus
      with the Commission pursuant to Rule 424. 

     

    8.3 
      If: (i)
      the Initial Registration Statement is not filed on or prior to the applicable
      Filing Deadline, (ii) the Initial Registration Statement or the New Registration
      Statement, as applicable, is not declared effective by the Commission (or
      otherwise does not become effective) on or prior to its Effectiveness Deadline
      or (iii) after its Effective Date, such Registration Statement ceases for any
      reason (including without limitation by reason of a stop order, or the Company’s
      failure to update the Registration Statement), but excluding the inability
      of
      any Holder to sell the Registrable Securities covered thereby due to market
      conditions, to remain continuously effective and available to the Holders as
      to
      all Registrable Securities to which it is required to cover at any time prior
      to
      the expiration of the Effectiveness Period for (A) an aggregate of more than
      20
      consecutive Trading Days or for more than an aggregate of 40 Trading Days in
      any
      12-month period (which need not be consecutive) if the Registration Statement
      is
      filed on Form S-3, or (B) an aggregate of more than 30 consecutive Trading
      Days
      or for more than an aggregate of 60 Trading Days in any 12-month period (which
      need not be consecutive) if the Registration Statement is filed on a form other
      than Form S-3 (any such failure or breach in clauses (i), (ii) or (iii) above
      being referred to as an “Event,”
and,
      for purposes of clauses (i) or (ii), the date on which such Event occurs, or
      for
      purposes of clause (iii), the date which such consecutive or Trading Day period
      (as applicable) is exceeded, being referred to as “Event
      Date”),
      then
      in addition to any other rights available to the Holders: (x) on such Event
      Date
      the Company shall pay to each Holder an amount in cash, as partial liquidated
      damages and not as a penalty, equal to 1.0% of the aggregate purchase price
      paid
      by such Holder pursuant to the Purchase Agreement for any Registrable Securities
      then held by such Holder (which remedy shall not be exclusive of any other
      remedies available under this Agreement); and (y) on each monthly anniversary
      of
      each such Event Date thereof (if the applicable Event shall not have been cured
      by such date) until the applicable Event is cured, the Company shall pay to
      each
      Holder an amount in cash, as partial liquidated damages and not as a penalty,
      equal to 1.0% of the aggregate purchase price paid by such Holder pursuant
      to
      the Purchase Agreement for any Registrable Securities then held by such Holder
      (which remedy shall not be exclusive of any other remedies available under
      this
      Agreement). The parties agree that the Company will not be liable for liquidated
      damages under this Section 2(c) in respect of the Warrants, the Warrant Shares,
      the Adjustment Warrants or the Adjustment Warrant Shares. If the Company fails
      to pay any partial liquidated damages pursuant to this Section in full within
      seven days after the date payable, the Company will pay interest thereon at
      a
      rate of 10% per annum (or such lesser maximum amount that is permitted to be
      paid by applicable law) to the Holder, accruing daily from the date such partial
      liquidated damages are due until such amounts, plus all such interest thereon,
      are paid in full. The partial liquidated damages pursuant to the terms hereof
      shall apply on a daily pro-rata basis for any portion of a month prior to the
      cure of an Event, except in the case of the first Event Date. Notwithstanding
      the foregoing, the maximum payment to a Holder associated with all Events in
      the
      aggregate shall not exceed (i) in any 30-day period, an aggregate of 1.0% of
      the
      purchase price paid by such Holder for its Registrable Securities (plus interest
      accrued thereon, if applicable) and (ii) 10.0% of the purchase paid by such
      Holder for its Registrable Securities.


    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    


    (d) Each
      Holder agrees to furnish to the Company a completed and executed Selling
      Shareholder Questionnaire. The Company shall not be required to include the
      Registrable Securities of a Holder in a Registration Statement and shall not
      be
      required to pay any liquidated or other damages under Section 2(c) to any Holder
      who fails to furnish to the Company a fully completed and executed Selling
      Shareholder Questionnaire at least two Trading Days prior to the Filing
      Deadline, or if sooner, five Trading Days after the Company furnishes copies
      of
      the sections of the Prospectus, as contemplated by Section 3(a).

    


    (e) The
      Company shall cooperate with the Placement Agents in connection with any filing
      required to be made by the Placement Agents with the Financial Industry
      Regulatory Authority (“FINRA”)
      Corporate Financing Department pursuant to FINRA Rule 2710(b)(10)(A)(i) with
      respect to the public offering contemplated by the Registration Statements
      (a
“FINRA
      Filing”)
      and
      pay the filing fee required by such FINRA Filing. The Company shall use
      commercially reasonable efforts to cooperate with the Placements Agents and
      to
      assist them in pursuing the FINRA Filing until FINRA issues a letter confirming
      that it does not object to the terms of the offering contemplated by the
      Registration Statement. 

    


    (f) In
      the
      event that Form S-3 is not  available for the registration of the resale of
      Registrable Securities hereunder, the Company shall
      (i)
      register the resale of the Registrable Securities on another appropriate form
      reasonably acceptable to the Holders and (ii) undertake to register the
      Registrable Securities on Form S-3 as soon as such form is available, provided
      that the Company shall maintain the effectiveness of the Registration Statement
      then in effect until such time as a Registration Statement on Form S-3 covering
      the Registrable Securities has been declared effective by the Commission.


    


    ARTICLE
      IX.Registration
      Procedures

     

    In
      connection with the Company's registration obligations hereunder, the Company
      shall:

     

    9.1 Not
      less
      than five Trading Days prior to the filing of a Registration Statement or any
      related Prospectus or any amendment or supplement thereto, furnish to each
      Holder copies of the “Selling Stockholders’ section of such document, the “Plan
      of Distribution” and any risk factor contained in such document that addresses
      specifically this transaction or the Holders, as proposed to be filed, which
      sections will be subject to the review of such Holder (it being acknowledged
      and
      agreed that if a Holder does not object to or comment on the aforementioned
      documents within such five Trading Day period, then the Holder shall be deemed
      to have consented to and approved the use of such documents). The Company shall
      not file a Registration Statement, any Prospectus or any amendments or
      supplements thereto in which the “Selling Stockholder” section thereof differs
      from the disclosure received from a Holder in its Selling Shareholder
      Questionnaire (as amended or supplemented), except as may otherwise be required
      by applicable securities law or the Commission.


    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    


    9.2 (i)
      Prepare and file with the Commission such amendments, including post-effective
      amendments, to each Registration Statement and the Prospectus used in connection
      therewith as may be necessary to keep such Registration Statement continuously
      effective as to the applicable Registrable Securities for its Effectiveness
      Period and prepare and file with the Commission such additional Registration
      Statements in order to register for resale under the Securities Act all of
      the
      Registrable Securities; (ii) cause the related Prospectus to be amended or
      supplemented by any required Prospectus supplement, and as so supplemented
      or
      amended to be filed pursuant to Rule 424; (iii) respond as promptly as
      reasonably practicable to any comments received from the Commission with respect
      to each Registration Statement or any amendment thereto and, as promptly as
      reasonably possible upon request, provide the Holders true and complete copies
      of all correspondence from and to the Commission relating to such Registration
      Statement that pertains to the Holders as Selling Stockholders but not any
      comments that would result in the disclosure to the Holders of material and
      non-public information concerning the Company; and (iv) comply with the
      provisions of the Securities Act and the Exchange Act with respect to the
      disposition of all Registrable Securities covered by each Registration
      Statement.

     

    9.3 Notify
      the Holders as promptly as reasonably possible (and, in the case of (i)(A)
      below, not less than three Trading Days prior to such filing, in the case of
      (iii) and (iv) below, not more than one Trading Day after such issuance or
      receipt and, in the case of (v) below, not less than three Trading Days prior
      to
      the financial statements in any Registration Statement becoming ineligible
      for
      inclusion therein) and (if requested by any such Person) confirm such notice
      in
      writing no later than one Trading Day following the day (i)(A) when a Prospectus
      or any Prospectus supplement or post-effective amendment to a Registration
      Statement is proposed to be filed; (B) when the Commission notifies the Company
      whether there will be a “review” of such Registration Statement and whenever the
      Commission comments in writing on any Registration Statement (in which case
      the
      Company shall provide true and complete copies thereof and all written responses
      thereto to each of the Holders that pertain to the Holders as a Selling
      Stockholder or to the Plan of Distribution, but not information which the
      Company believes would constitute material and non-public information); and
      (C)
      with respect to each Registration Statement or any post-effective amendment,
      when the same has become effective; (ii) of any request by the Commission or
      any
      other Federal or state governmental authority for amendments or supplements
      to a
      Registration Statement or Prospectus or for additional information that pertains
      to the Holders as Selling Stockholders or the Plan of Distribution; (iii) of
      the
      issuance by the Commission or any other federal or state governmental authority
      of any stop order suspending the effectiveness of a Registration Statement
      covering any or all of the Registrable Securities or the initiation of any
      Proceedings for that purpose; (iv) of the receipt by the Company of any
      notification with respect to the suspension of the qualification or exemption
      from qualification of any of the Registrable Securities for sale in any
      jurisdiction, or the initiation or threatening of any Proceeding for such
      purpose; (v) of the occurrence of any event or passage of time that makes the
      financial statements included in a Registration Statement ineligible for
      inclusion therein or any statement made in such Registration Statement or
      Prospectus or any document incorporated or deemed to be incorporated therein
      by
      reference untrue in any material respect or that requires any revisions to
      such
      Registration Statement, Prospectus or other documents so that, in the case
      of
      such Registration Statement or the Prospectus, as the case may be, it will
      not
      contain any untrue statement of a material fact or omit to state any material
      fact required to be stated therein or necessary to make the statements therein
      (in the case of any Prospectus, form of prospectus or supplement thereto, in
      light of the circumstances under which they were made), not misleading; and
      (vi)
      of a pending proceeding against the Company under Section 8A of the Securities
      Act in connection with the offering of Registrable Securities.


    
      
        
        

      

      
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    9.4 Use
      reasonable best efforts to avoid the issuance of, or, if issued, obtain the
      withdrawal of (i) any order suspending the effectiveness of a Registration
      Statement, or (ii) any suspension of the qualification (or exemption from
      qualification) of any of the Registrable Securities for sale in any
      jurisdiction, as soon as practicable.

     

    9.5 If
      requested by a Holder, furnish to such Holder, without charge, at least one
      conformed copy of each Registration Statement and each amendment thereto and
      all
      exhibits to the extent requested by such Person (including those previously
      furnished or incorporated by reference) promptly after the filing of such
      documents with the Commission; provided, that the Company shall have no
      obligation to provide any document pursuant to this clause that is available
      on
      the Commission’s EDGAR system.

     

    9.6 Upon
      notification by the Commission that a Registration Statement will not be
      reviewed or is no longer subject to further review and comments, the Company
      shall request acceleration of such Registration Statement within five (5)
      Business Days after receipt of such notice such that it becomes effective no
      later than 5:00 p.m. New York City time on the Effective Date and file a
      prospectus supplement for any Registration Statement, whether or not it is
      required under Rule 424 (or otherwise), by 9:00 a.m. New York City time the
      day
      after the Effective Date.

     

    9.7 Prior
      to
      any public offering of Registrable Securities, use its best efforts to register
      or qualify or cooperate with the selling Holders in connection with the
      registration or qualification (or exemption therefrom) of such Registrable
      Securities for offer and sale under the securities or Blue Sky laws of such
      jurisdictions within the United States as any Holder reasonably requests in
      writing, to keep each such registration or qualification (or exemption
      therefrom) effective during the Effectiveness Period and to do any and all
      other
      acts or things reasonably necessary to enable the disposition in such
      jurisdictions of the Registrable Securities covered by the Registration
      Statements; provided,
      that
      the
      Company shall not be required to qualify generally to do business in any
      jurisdiction where it is not then so qualified or to take any action that would
      subject the Company to general service of process in any jurisdiction where
      it
      is not then so subject or subject the Company to any material tax in any such
      jurisdiction where it is not then so subject.

     

    9.8 If
      requested by the Holders, cooperate with the Holders to facilitate the timely
      preparation and delivery of certificates representing Registrable Securities
      to
      be delivered to a transferee pursuant to the Registration Statement, which
      certificates shall be free, to the extent permitted by the Purchase Agreement
      and under law, of all restrictive legends, and to enable such Registrable
      Securities to be in such denominations and registered in such names as any
      such
      Holders may reasonably request. In connection therewith, if required by the
      Company’s transfer agent, the Company shall promptly after the effectiveness of
      the Registration Statement cause an opinion of counsel as to the effectiveness
      of the Registration Statement to be delivered to and maintained with its
      transfer agent, together with any other authorizations, certificates and
      directions required by the transfer agent, which authorize and direct the
      transfer agent to issue such Registrable Securities without legend upon sale
      by
      the holder of such shares of Registrable Securities under the Registration
      Statement.

     

    9.9 Following
      the occurrence of any event contemplated by Section 3(c)(v), as promptly as
      reasonably possible, prepare a supplement or amendment, including a
      post-effective amendment, to the affected Registration Statements or a
      supplement to the related Prospectus or any document incorporated or deemed
      to
      be incorporated therein by reference, and file any other required document
      so
      that, as thereafter delivered, no Registration Statement nor any Prospectus
      will
      contain an untrue statement of a material fact or omit to state a material
      fact
      required to be stated therein or necessary to make the statements therein (in
      the case of any Prospectus, form of prospectus or supplement thereto, in light
      of the circumstances under which they were made), not
      misleading.


    
      
        
        

      

      
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    9.10 (i)
      In
      the time and manner required by the Principal Trading Market, prepare and file
      with such Trading Market an additional shares listing application covering
      all
      of the Registrable Securities, (ii) take all steps necessary to cause such
      Registrable Securities to be approved for listing on the Principal Trading
      Market as soon as possible thereafter, (iii) if requested by any Holder, provide
      such Holder evidence of such listing, and (iv) during the Effectiveness Period,
      maintain the listing of such Registrable Securities on the Principal Trading
      Market.

     

    9.11 In
      order
      to enable the Holders to sell Shares or Warrant Shares under Rule 144, for
      a
      period of two years from the Closing, the Company shall use its commercially
      reasonable efforts to timely file (or obtain extensions in respect thereof
      and
      file within the applicable grace period) all reports required to be filed by
      the
      Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange
      Act. During such two year period, if the Company is not required to file reports
      pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and
      furnish to the Holders and make publicly available in accordance with Rule
      144(c) promulgated under the Securities Act annual and quarterly financial
      statements, together with a discussion and analysis of such financial statements
      in form and substance substantially similar to those that would otherwise be
      required to be included in reports required by Section 13(a) or 15(d) of the
      Exchange Act, as well as any other information required thereby, in the time
      period that such filings would have been required to have been made under the
      Exchange Act. The Company further covenants that it will take such further
      action as any Holder may reasonably request, all to the extent required from
      time to time to enable such Person to sell Shares and Warrant Shares without
      registration under the Securities Act within the limitation of the exemptions
      provided by Rule 144 promulgated under the Securities Act, including compliance
      with the provisions of the Purchase Agreement relating to the transfer of the
      Shares and Warrant Shares. 

     

    9.12 The
      Company may require each selling Holder to furnish to the Company a certified
      statement as to the number of shares of Common Stock beneficially owned by
      such
      Holder and any Affiliate thereof and as to any FINRA affiliations and of any
      natural persons who have the power to vote or dispose of the Common Stock,
      and
      the Company has the right to include such information in any Registration
      Statement and to otherwise provide such information to the Commission.


     

    ARTICLE
      X.Registration
      Expenses.
      All
      fees and expenses incident to the Company’s performance of or compliance with
      its obligations under this Agreement (excluding any underwriting discounts
      and
      selling commissions and all legal fees and expenses of legal counsel for any
      Holder) shall be borne by the Company whether or not any Registrable Securities
      are sold pursuant to a Registration Statement. The fees and expenses referred
      to
      in the foregoing sentence shall include, without limitation, (i) all
      registration and filing fees (including, without limitation, fees and expenses
      (A) with respect to filings required to be made with the securities exchanges
      on
      which the Common Stock is then listed for trading, and (B) in compliance with
      applicable state securities or Blue Sky laws), (ii) messenger, telephone and
      delivery expenses, (iii) fees and disbursements of counsel for the Company,
      (iv)
      Securities Act liability insurance, if the Company so desires such insurance,
      and (v) fees and expenses of all other Persons retained by the Company in
      connection with the consummation of the transactions contemplated by this
      Agreement. In addition, the Company shall be responsible for all of its internal
      expenses incurred in connection with the consummation of the transactions
      contemplated by this Agreement (including, without limitation, all salaries
      and
      expenses of its officers and employees performing legal or accounting duties),
      the expense of any annual audit and the fees and expenses incurred in connection
      with the listing of the Registrable Securities on any securities exchange as
      required hereunder. In no event shall the Company be responsible for any broker
      or similar commissions or any legal fees or other costs of the
      Holders.


    
      
        
        

      

      
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    ARTICLE
      XI.Indemnification.

     

    11.1 Indemnification
      by the Company.
      The
      Company shall, notwithstanding any termination of this Agreement, indemnify
      and
      hold harmless each Holder, the officers, directors, agents, partners, members,
      managers, shareholders, Affiliates and employees of each of them, each Person
      who controls any such Holder (within the meaning of Section 15 of the Securities
      Act or Section 20 of the Exchange Act) and the officers, directors, partners,
      members, managers, shareholders, agents and employees of each such controlling
      Person, to the fullest extent permitted by applicable law, from and against
      any
      and all losses, claims, damages, liabilities, costs (including, without
      limitation, reasonable costs of preparation and investigation and reasonable
      attorneys' fees) and expenses (collectively, “Losses”),
      as
      incurred that arise out of or are based upon: (i) any untrue or alleged untrue
      statement of a material fact contained in any Registration Statement, any
      Prospectus or any form of prospectus or in any amendment or supplement thereto
      (it being understood that the Holder has approved Annex
      A
      hereto
      for this purpose) or in any preliminary prospectus if used prior to the
      effective date of such Registration Statement or arising out of or relating
      to
      any omission or alleged omission to state a material fact required to be stated
      therein or necessary to make the statements therein (in the case of any
      Prospectus or form of prospectus or supplement thereto, in light of the
      circumstances under which they were made) not misleading, or (ii) any violation
      or alleged violation by the Company of the Securities Act, Exchange Act or
      any
      state securities law, or any rule or regulation thereunder, in connection with
      the performance of its obligations under this Agreement, except to the extent,
      but only to the extent, that (A) such untrue statements, alleged untrue
      statements, omissions or alleged omissions are based upon information regarding
      such Holder furnished in writing to the Company by such Holder expressly for
      use
      therein, or to the extent that such information relates to such Holder or such
      Holder's proposed method of distribution of Registrable Securities and was
      reviewed and approved by such Holder expressly for use in the Registration
      Statement, such Prospectus or such form of Prospectus or in any amendment or
      supplement thereto (it being understood that each Holder has approved
Annex
      A
      hereto
      for this purpose) or (B) in the case of an occurrence of an event of the type
      specified in Section 3(c)(ii)-(v), the use by a Holder of an outdated or
      defective Prospectus after the Company has notified such Holder in writing
      that
      the Prospectus is outdated or defective and prior to the receipt by such Holder
      of Advice (as defined in Section 6(d)
      below),
      but only if and to the extent that following the receipt of the Advice the
      misstatement or omission giving rise to such Loss would have been corrected;
      provided,
      however,
      that
      the indemnity agreement contained in this Section 5(a) shall not apply to
      amounts paid in settlement of any Losses if such settlement is effected without
      the prior written consent of the Company, which consent shall not be
      unreasonably withheld. Each Holder shall notify the Company promptly of the
      institution, threat or assertion of any Proceeding of which the Holder is aware
      in connection with the transactions contemplated by this Agreement. Such
      indemnity shall remain in full force and effect regardless of any investigation
      made by or on behalf of an Indemnified Party (as defined in Section 5(c)) and
      shall survive the transfer of the Registrable Securities by the
      Holders.

     

    11.2 Indemnification
      by Holders.
      Each
      Holder shall, notwithstanding any termination of this Agreement, severally
      and
      not jointly, indemnify and hold harmless the Company, its directors, officers,
      agents and employees, each Person who controls the Company (within the meaning
      of Section 15 of the Securities Act and Section 20 of the Exchange Act), and
      the
      directors, officers, agents or employees of such controlling Persons, to the
      fullest extent permitted by applicable law, from and against all Losses, as
      incurred, arising out of or based upon any untrue or alleged untrue statement
      of
      a material fact contained in any Registration Statement, any Prospectus, or
      any
      form of prospectus, or in any amendment or supplement thereto, or arising solely
      out of or based solely upon any omission or alleged omission of a material
      fact
      required to be stated therein or necessary to make the statements therein (in
      the case of any Prospectus, or any form of prospectus or supplement thereto,
      in
      light of the circumstances under which they were made) not misleading to the
      extent, but only to the extent that, such untrue statements or omissions are
      based upon information regarding such Holder furnished in writing to the Company
      by such Holder expressly for use therein, or to the extent that such information
      relates to such Holder or such Holder’s proposed method of distribution of
      Registrable Securities and was reviewed and approved by such Holder expressly
      for use in the Registration Statement (it being understood that the Holder
      has
      approved Annex
      A
      hereto
      for this purpose), such Prospectus or such form of Prospectus or in any
      amendment or supplement thereto; provided,
      however,
      that
      the indemnity agreement contained in this Section 5(b) shall not apply to
      amounts paid in settlement of any Losses if such settlement is effected without
      the prior written consent of the Holder, which consent shall not be unreasonably
      withheld. In no event shall the liability of any selling Holder hereunder be
      greater in amount than the dollar amount of the net proceeds received by such
      Holder upon the sale of the Registrable Securities giving rise to such
      indemnification obligation.


    
      
        
        

      

      
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    11.3 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 shall promptly notify the Person from whom indemnity is sought
      (the “Indemnifying
      Party”)
      in
      writing, and the Indemnifying Party shall have the right to assume the defense
      thereof, including the employment of counsel reasonably satisfactory to the
      Indemnified Party and the payment of all reasonable 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 in writing to pay such fees and
      expenses; (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 thereof
      and such counsel shall be at the expense of the Indemnifying Party); provided,
      that the Indemnifying Party shall not be liable for the fees and expenses of
      more than one separate firm of attorneys at any time for all Indemnified
      Parties. The Indemnifying Party shall not be liable for any settlement of any
      such Proceeding effected without its written consent, which consent shall not
      be
      unreasonably withheld, delayed or conditioned. 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 (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 twenty Trading Days of written notice
      thereof to the Indemnifying Party.

     

    11.4 Contribution.
      If a
      claim for indemnification under Section 5(a) or 5(b) is unavailable to an
      Indemnified Party (by reason of public policy or otherwise), then each
      Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
      contribute to the amount paid or payable by such Indemnified Party as a result
      of such Losses, in such proportion as is appropriate to reflect the relative
      fault of the Indemnifying Party and Indemnified Party in connection with the
      actions, statements or omissions that resulted in such Losses as well as any
      other relevant equitable considerations. The relative fault of such Indemnifying
      Party and Indemnified Party shall be determined by reference to, among other
      things, whether any action in question, including any untrue or alleged untrue
      statement of a material fact or omission or alleged omission of a material
      fact,
      has been taken or made by, or relates to information supplied by, such
      Indemnifying Party or Indemnified Party, and the parties' relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      action, statement or omission. The amount paid or payable by a party as a result
      of any Losses shall be deemed to include, subject to the limitations set forth
      in Section 5(c), any reasonable attorneys' or other reasonable fees or expenses
      incurred by such party in connection with any Proceeding to the extent such
      party would have been indemnified for such fees or expenses if the
      indemnification provided for in this Section was available to such party in
      accordance with its terms. 


    
      
        
        

      

      
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    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 5(d) were determined by pro rata allocation or by
      any
      other method of allocation that does not take into account the equitable
      considerations referred to in the immediately preceding paragraph.
      Notwithstanding the provisions of this Section 5(d), no Holder shall be required
      to contribute, in the aggregate, any amount in excess of the amount by which
      the
      net proceeds actually received by such Holder from the sale of the Registrable
      Securities subject to the Proceeding exceeds the amount of any damages that
      such
      Holder has otherwise been required to pay by reason of such untrue or alleged
      untrue statement or omission or alleged omission. No person guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Securities Act)
      shall be entitled to contribution from any Person who was not guilty of such
      fraudulent misrepresentation. 

     

    The
      indemnity and contribution agreements contained in this Section are in addition
      to any liability that the Indemnifying Parties may have to the Indemnified
      Parties and are not in diminution or limitation of the indemnification
      provisions under the Purchase Agreement.

     

    ARTICLE
      XII.Miscellaneous

     

    12.1 Remedies.
      In the
      event of a breach by the Company or by a Holder of any of their obligations
      under this Agreement, each Holder or the Company, as the case may be, in
      addition to being entitled to exercise all rights granted by law and under
      this
      Agreement, including recovery of damages, will be entitled to specific
      performance of its rights under this Agreement. The Company and each Holder
      agree that monetary damages would not provide adequate compensation for any
      losses incurred by reason of a breach by it of any of the provisions of this
      Agreement and hereby further agrees that, in the event of any action for
      specific performance in respect of such breach, it shall waive the defense
      that
      a remedy at law would be adequate.

     

    12.2 Entire
      Agreement.
      This
      Agreement is intended by the parties as a final expression of their agreement
      and intended to be a complete and exclusive statement of the agreement and
      understanding of the parties hereto in respect of the subject matter contained
      herein. This Agreement supersedes all prior agreements and understandings
      between the parties with respect to such subject matter, except for, and as
      provided in the Transaction Documents.

     

    12.3 Compliance.
      Each
      Holder covenants and agrees that it will comply with the prospectus delivery
      requirements of the Securities Act as applicable to it (unless an exemption
      therefrom is available) in connection with sales of Registrable Securities
      pursuant to the Registration Statement and shall sell the Registrable Securities
      only in accordance with a method of distribution described in the Registration
      Statement.

     

    12.4 Discontinued
      Disposition.
      Each
      Holder further agrees by its acquisition of such Registrable Securities that,
      upon receipt of a notice from the Company of the occurrence of any event of
      the
      kind described in Section 3(c)(ii)-(v), such Holder will forthwith discontinue
      disposition of such Registrable Securities under the Registration Statement
      until it is advised in writing (the “Advice”)
      by the
      Company that the use of the applicable Prospectus may be resumed, and, in either
      case, has received copies of any additional or supplemental filings that are
      incorporated or deemed to be incorporated by reference in such Prospectus or
      Registration Statement. The Company may provide appropriate stop orders to
      enforce the provisions of this paragraph.


    
      
        
        

      

      
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    12.5 Amendments
      and Waivers.
      This
      Agreement may be amended only by a writing signed by Holders of at least 75%
      of
      the Registrable Securities; provided,
      however,
      that an
      amendment that has a material and adverse affect on the registration obligations
      of the Company hereunder shall require a writing signed by all of the parties
      hereto. The Company may take any action herein prohibited that pertains to
      or
      effects a Purchaser, or omit to perform any act herein required to be performed
      by it that pertains to or effects a Purchaser, only if the Company shall have
      obtained the written consent to such amendment, action or omission to act,
      of
      such Purchaser. No consideration shall be offered or paid to any Holder to
      amend
      or consent to a waiver or modification of any provision of this Agreement unless
      the same consideration also is offered to all of the Holders. Failure of any
      party to exercise any right or remedy under this Agreement or otherwise or
      delay
      by a party in exercising such right or remedy shall not operate as a waiver
      thereof. 

     

    12.6 Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given and effective
      on the earliest of (i) the date of transmission, if such notice or communication
      is delivered via facsimile at the facsimile number specified in this Section
      prior to 5:00 p.m. (New York City time) on a Trading Day, (ii) the next Trading
      Day after the date of transmission, if such notice or communication is delivered
      via facsimile or e-mail to the facsimile number or e-mail addressed specified
      in
      this Section on a day that is not a Trading Day or later than 5:00 p.m. (New
      York City time) on any Trading Day, (iii) the Business Day following the date
      of
      mailing, if sent by nationally recognized overnight courier service with next
      day delivery specified, or (iv) upon actual receipt by the party to whom such
      notice is required to be given. 

     

    The
      address for such notices and communications shall be as follows:

    


    
      	
              If
                to the Company:

            	
               

            	
              CJPG,
                Inc.

            
	 	 	
              4675
                West Teco Avenue, Suite 240

            
	 	 	
              Las
                Vegas, NV 89118

            
	 	 	
              Facsimile:
                (702) 463-9384

            
	 	 	
              Attn:
                Stephen Crystal, CEO

            
	 	 	 
	
              With
                a copy to:

            	 	
              Greenberg
                Traurig, LLP

            
	 	 	
              3161
                Michelson Drive, Suite 1000

            
	 	 	
              Irvine,
                CA 92612

            
	 	 	
              Facsimile:
                (949) 732-6501

            
	 	 	
              Attn:
                Dan Donahue

            
	 	 	 
	
              If
                to a Purchaser:

            	 	
              To
                the address set forth under such Purchaser's name on the signature
                pages
                hereto.

            
	 	 	 
	
              If
                to any other Person who is then the registered Holder:

            	 	
              To
                the address of such Holder as it appears in the stock transfer books
                of
                the Company or such other address as may be designated in writing
                hereafter, in the same manner, by such
                Person.

            


    


    
      
        
        

      

      
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    provided,
      that any party may change its address for notices by providing written notice
      to
      the other parties in the manner prescribed by this Section.

    


    12.7 Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of each of the parties and shall inure to the benefit of
      each
      Holder. The Company may not assign its rights or obligations hereunder without
      the prior written consent of each Holder. The rights of the Holders hereunder,
      including the right to have the Company register Registrable Securities pursuant
      to this Agreement, may be assigned by each Holder to transferees or assignees
      of
      all or any portion of the Registrable Securities, but only if (i) the Holder
      agrees in writing with the transferee or assignee to assign such rights, and
      a
      copy of such agreement is furnished to the Company within a reasonable time
      after such assignment, (ii) the Company is, within a reasonable time after
      such
      transfer or assignment, furnished with written notice of the name and address
      of
      such transferee or assignee and the securities with respect to which such
      registration rights are being transferred or assigned, (iii) at or before the
      time the Company received the written notice contemplated by clause (ii) of
      this
      sentence, the transferee or assignee agrees in writing with the Company to
      be
      bound by all of the provisions contained herein and (iv) the transferee is
      an
“accredited investor,” as that term is defined in Rule 501 of Regulation
      D.

     

    12.8 Execution
      and Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement. In the event that any signature
      is
      delivered by facsimile transmission, such signature shall create a valid 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
      were the original thereof.

     

    12.9 Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New York, without regard to the
      principles of conflicts of law thereof. Each party agrees that all Proceedings
      concerning the interpretations, enforcement and defense of the transactions
      contemplated by this Agreement (whether brought against a party hereto or its
      respective Affiliates, employees or agents) will be commenced in the New York
      Courts. Each party hereto hereby irrevocably submits to the exclusive
      jurisdiction of the New York Courts for the adjudication of any dispute
      hereunder or in connection herewith or with any transaction contemplated hereby
      or discussed herein, and hereby irrevocably waives, and agrees not to assert
      in
      any Proceeding, any claim that it is not personally subject to the jurisdiction
      of any New York Court, or that such Proceeding has been commenced in an improper
      or inconvenient forum. Each party hereto hereby irrevocably waives personal
      service of process and consents to process being served in any such Proceeding
      by mailing a copy thereof via registered or certified mail or overnight delivery
      (with evidence of delivery) to such party at the address in effect for notices
      to it under this Agreement and agrees that such service shall constitute good
      and sufficient service of process and notice thereof. Nothing contained herein
      shall be deemed to limit in any way any right to serve process in any manner
      permitted by law. EACH
      PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
      APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING
      OUT
      OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
      HEREBY.
      If
      either party shall commence a Proceeding to endorse any provisions of a
      Transaction Document, then the prevailing party in such Proceeding shall be
      reimbursed by the other party for its reasonable attorney’s fees and other costs
      and expenses incured with the investigation preparation and prosecution of
      such
      Proceeding.


    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    


    12.10 Cumulative
      Remedies.
      The
      remedies provided herein are cumulative and not exclusive of any remedies
      provided by law.

     

    12.11 Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions set forth herein
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated, and the parties hereto shall use their reasonable efforts to
      find and employ an alternative means to achieve the same or substantially the
      same result as that contemplated by such term, provision, covenant or
      restriction. It is hereby stipulated and declared to be the intention of the
      parties that they would have executed the remaining terms, provisions, covenants
      and restrictions without including any of such that may be hereafter declared
      invalid, illegal, void or unenforceable.

     

    12.12 Headings.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

     

    12.13 Independent
      Nature of Purchasers' Obligations and Rights.
      The
      obligations of each Purchaser under this Agreement are several and not joint
      with the obligations of any other Purchaser hereunder, and no Purchaser shall
      be
      responsible in any way for the performance of the obligations of any other
      Purchaser hereunder. The decision of each Purchaser to purchase Securities
      pursuant to the Transaction Documents has been made independently of any other
      Purchaser. Nothing contained herein or in any other agreement or document
      delivered at any closing, and no action taken by any Purchaser pursuant hereto
      or 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 with respect
      to
      such obligations or the transactions contemplated by this Agreement. Each
      Purchaser acknowledges that no other Purchaser has acted as agent for such
      Purchaser in connection with making its investment hereunder and that no
      Purchaser will be acting as agent of such Purchaser in connection with
      monitoring its investment in the Securities or enforcing its rights under the
      Transaction Documents. Each Purchaser shall be entitled to protect and enforce
      its rights, including, without limitation, the rights arising out of this
      Agreement, and it shall not be necessary for any other Purchaser to be joined
      as
      an additional party in any Proceeding for such purpose. The Company acknowledges
      that each of the Purchasers has been provided with the same Registration Rights
      Agreement for the purpose of closing a transaction with multiple Purchasers
      and
      not because it was required or requested to do so by any Purchaser.

     

    12.14 Currency. Unless
      otherwise indicated, all dollar amounts referred to in this Agreement are in
      United States Dollars. All amounts owing under this Agreement are in United
      States Dollars. All amounts denominated in other currencies shall be converted
      in the United States dollar equivalent amount in accordance with the applicable
      exchange rate in effect on the date of calculation.

     

    12.15 Further
      Assurances.
      The
      parties shall execute and deliver all such further instruments and documents
      and
      take all such other actions as may reasonably be required to carry out the
      transactions contemplated hereby and to evidence the fulfillment of the
      agreements herein contained.


    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above.

     

    
      	 	
              CJPG,
                INC.

            	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
      PAGES OF HOLDERS TO FOLLOW]


    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above.

    

      
        	 	
                NAME
                  OF INVESTING ENTITY

              
	 	 
	 	 
	 	
                AUTHORIZED
                  SIGNATORY

              
	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 
	 	
                ADDRESS
                  FOR NOTICE

              
	 	 
	 	
                c/o:
                  _____________________________________________

              
	 	 
	 	
                Street:
                  ___________________________________________

              
	 	 
	 	
                City/State/Zip:
                  ____________________________________

              
	 	 
	 	
                Attention:
                  ________________________________________

              
	 	 
	 	
                Tel:
                  _____________________________________________

              
	 	 
	 	
                Fax:
                  _____________________________________________

              
	 	 
	 	
                Email:
                  ___________________________________________

              


      

    


    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

     

    Annex
      A

     

    PLAN
      OF DISTRIBUTION

    


    We
      are
      registering the shares of Common Stock issued to the selling shareholders and
      issuable upon exercise of the warrants to permit the resale of these shares
      of
      Common Stock by the holders of the shares of Common Stock and warrants from
      time
      to time after the date of this prospectus. We will not receive any of the
      proceeds from the sale by the selling shareholders of the shares of Common
      Stock. We will bear all fees and expenses incident to our obligation to register
      the shares of Common Stock.

     

    The
      selling shareholders may sell all or a portion of the shares of Common Stock
      beneficially owned by them and offered hereby from time to time directly or
      through one or more underwriters, broker-dealers or agents. If the shares of
      Common Stock are sold through underwriters or broker-dealers, the selling
      shareholders will be responsible for underwriting discounts or commissions
      or
      agent's commissions. The shares of Common Stock may be sold in one or more
      transactions at fixed prices, at prevailing market prices at the time of the
      sale, at varying prices determined at the time of sale, or at negotiated prices.
      These sales may be effected in transactions, which may involve crosses or block
      transactions. The Selling Stockholders may use any one or more of the following
      methods when selling shares:

     

    
      	
              ·

            	
              on
                any national securities exchange or quotation service on which the
                securities may be listed or quoted at the time of
                sale;

            


    

     

    
      	
              ·

            	
              in
                the over-the-counter market;

            


    

     

    
      	
              ·

            	
              in
                transactions otherwise than on these exchanges or systems or in the
                over-the-counter market;

            


    

     

    
      	
              ·

            	
              through
                the writing of options, whether such options are listed on an options
                exchange or otherwise;

            


    

     

    
      	
              ·

            	
              ordinary
                brokerage transactions and transactions in which the broker-dealer
                solicits purchasers;

            


    

     

    
      	
              ·

            	
              block
                trades in which the broker-dealer will attempt to sell the shares
                as agent
                but may position and resell a portion of the block as principal to
                facilitate the transaction;

            


    

     

    
      	
              ·

            	
              purchases
                by a broker-dealer as principal and resale by the broker-dealer for
                its
                account;

            


    

     

    
      	
              ·

            	
              an
                exchange distribution in accordance with the rules of the applicable
                exchange;

            


    

     

    
      	
              ·

            	
              privately
                negotiated transactions;

            


    

     

    
      	
              ·

            	
              settlement
                of short sales entered into after the effective date of the registration
                statement of which this prospectus is a
                part;

            


    

     

    
      	
              ·

            	
              broker-dealers
                may agree with the selling securityholders to sell a specified number
                of
                such shares at a stipulated price per
                share;

            


    

     

    
      	
              ·

            	
              a
                combination of any such methods of sale;
                and

            


    

     

    
      	
              ·

            	
              any
                other method permitted pursuant to applicable
                law.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      selling stockholders may also sell shares under Rule 144 under the Securities
      Act, if available, rather than under this prospectus.

     

    Broker-dealers
      engaged by the selling stockholders may arrange for other brokers-dealers to
      participate in sales. If the selling shareholders effect such transactions
      by
      selling shares of Common Stock to or through underwriters, broker-dealers or
      agents, such underwriters, broker-dealers or agents may receive commissions
      in
      the form of discounts, concessions or commissions from the selling shareholders
      or commissions from purchasers of the shares of Common Stock for whom they
      may
      act as agent or to whom they may sell as principal. Such commissions will be
      in
      amounts to be negotiated, but, except as set forth in a supplement to this
      Prospectus, in the case of an agency transaction will not be in excess of a
      customary brokerage commission in compliance with FINRA Rule 2440; and in the
      case of a principal transaction a markup or markdown in compliance with FINRA
      IM-2440. 

     

    In
      connection with sales of the shares of Common Stock or otherwise, the selling
      shareholders may enter into hedging transactions with broker-dealers or other
      financial institutions, which may in turn engage in short sales of the shares
      of
      Common Stock in the course of hedging in positions they assume. The selling
      shareholders may also sell shares of Common Stock short and if such short sale
      shall take place after the date that this Registration Statement is declared
      effective by the Commission, the selling stockholders may deliver shares of
      Common Stock covered by this prospectus to close out short positions and to
      return borrowed shares in connection with such short sales. The selling
      shareholders may also loan or pledge shares of Common Stock to broker-dealers
      that in turn may sell such shares. The selling stockholders may also enter
      into
      option or other transactions with broker-dealers or other financial institutions
      or the creation of one or more derivative securities which require the delivery
      to such broker-dealer or other financial institution of shares offered by this
      prospectus, which shares such broker-dealer or other financial institution
      may
      resell pursuant to this prospectus (as supplemented or amended to reflect such
      transaction). 

     

    The
      selling shareholders may pledge or grant a security interest in some or all
      of
      the warrants or shares of Common Stock owned by them and, if they default in
      the
      performance of their secured obligations, the pledgees or secured parties may
      offer and sell the shares of Common Stock from time to time pursuant to this
      prospectus or any amendment to this prospectus under Rule 424(b)(3) or other
      applicable provision of the Securities Act of 1933, as amended, amending, if
      necessary, the list of selling shareholders to include the pledgee, transferee
      or other successors in interest as selling shareholders under this prospectus.
      The selling shareholders also may transfer and donate the shares of Common
      Stock
      in other circumstances in which case the transferees, donees, pledgees or other
      successors in interest will be the selling beneficial owners for purposes of
      this prospectus.

     

    The
      selling shareholders and any broker-dealer participating in the distribution
      of
      the shares of Common Stock may be deemed to be “underwriters” within the meaning
      of the Securities Act, and any commission paid, or any discounts or concessions
      allowed to, any such broker-dealer may be deemed to be underwriting commissions
      or discounts under the Securities Act. At the time a particular offering of
      the
      shares of Common Stock is made, a prospectus supplement, if required, will
      be
      distributed which will set forth (i) the name of each such selling stockholder
      and of the participating broker-dealer(s), (ii) the number of shares involved,
      (iii) the price at which such the shares of Common Stock were sold, (iv) the
      commissions paid or discounts or concessions allowed to such broker-dealer(s),
      where applicable, (v) that such broker-dealer(s) did not conduct any
      investigation to verify the information set out or incorporated by reference
      in
      this prospectus, and (vi) other facts material to the transaction. In no event
      shall any broker-dealer receive fees, commission and markups which, in the
      aggregate, would exceed eight percent (8%). In addition, upon the Company being
      notified in writing by a Selling Stockholder that a donee or pledgee intends
      to
      sell more than 500 shares of Common Stock, a supplement to this prospectus
      will
      be filed if then required in accordance with applicable securities
      law.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Under
      the
      securities laws of some states, the shares of Common Stock may be sold in such
      states only through registered or licensed brokers or dealers. In addition,
      in
      some states the shares of Common Stock may not be sold unless such shares have
      been registered or qualified for sale in such state or an exemption from
      registration or qualification is available and is complied with.

     

    There
      can
      be no assurance that any selling shareholder will sell any or all of the shares
      of Common Stock registered pursuant to the shelf registration statement, of
      which this prospectus forms a part.

     

    We
      have
      advised each selling stockholder that it may not use shares registered on the
      registration statement of which this prospectus is a part to cover short sales
      of common stock made prior to the date on which the registration statement
      shall
      have been declared effective by the SEC. If a selling stockholder uses this
      prospectus for any sale of shares of our common stock, it will be subject to
      the
      prospectus delivery requirements of the Securities Act. The selling shareholders
      and any other person participating in such distribution will be subject to
      applicable provisions of the Securities Exchange Act of 1934, as amended, and
      the rules and regulations thereunder, including, without limitation, Regulation
      M of the Exchange Act, which may limit the timing of purchases and sales of
      any
      of the shares of Common Stock by the selling shareholders and any other
      participating person. Regulation M may also restrict the ability of any person
      engaged in the distribution of the shares of Common Stock to engage in
      market-making activities with respect to the shares of Common Stock. All of
      the
      foregoing may affect the marketability of the shares of Common Stock and the
      ability of any person or entity to engage in market-making activities with
      respect to the shares of Common Stock.

     

    We
      will
      pay all expenses of the registration of the shares of Common Stock pursuant
      to
      the registration rights agreement, including, without limitation, Securities
      and
      Exchange Commission filing fees and expenses of compliance with state securities
      or “blue sky” laws; provided,
      however,
      that a
      selling shareholder will pay all underwriting discounts and selling commissions,
      if any and any related legal expenses incurred by it. We will indemnify the
      selling shareholders against liabilities, including some liabilities under
      the
      Securities Act, in accordance with the registration rights agreements, or the
      selling shareholders will be entitled to contribution. We may be indemnified
      by
      the selling shareholders against civil liabilities, including liabilities under
      the Securities Act, that may arise from any written information furnished to
      us
      by the selling shareholder specifically for use in this prospectus, in
      accordance with the related registration rights agreements, or we may be
      entitled to contribution.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Annex
      B

     

    CJPG,
      Inc.

     

    Selling
      Securityholder Notice and Questionnaire

    


    The
      undersigned beneficial owner of common stock, $0.001 par value per share (the
      “Common
      Stock”),
      of
      CJPG, Inc. (the “Company”),
      (the
“Registrable
      Securities”)
      understands that the Company has filed or intends to file with the Securities
      and Exchange Commission (the “Commission”)
      a
      registration statement (the “Registration
      Statement”)
      for
      the registration and resale under Rule 415 of the Securities Act of 1933, as
      amended (the “Securities
      Act”),
      of
      the Registrable Securities, in accordance with the terms of the Registration
      Rights Agreement, dated as of ______________, 2008 (the “Registration
      Rights Agreement”),
      among
      the Company and the Purchasers named therein. The purpose of this Questionnaire
      is to facilitate the filing of the Registration Statement under the Act that
      will permit you to resell the Registrable Securities in the future. The
      information supplied by you will be used in preparing the Registration
      Statement. A copy of the Registration Rights Agreement is available from the
      Company upon request as follows: ___________________________; Attention: Stephen
      Crystal, CEO. All capitalized terms not otherwise defined herein shall have
      the
      meanings ascribed thereto in the Registration Rights Agreement.

     

    Certain
      legal consequences arise from being named as a selling securityholder in the
      Registration Statement and the related prospectus. Accordingly, holders and
      beneficial owners of Registrable Securities are advised to consult their own
      securities law counsel regarding the consequences of being named or not being
      named as a selling securityholder in the Registration Statement and the related
      prospectus.

     

    NOTICE

     

    The
      undersigned beneficial owner (the “Selling
      Securityholder”)
      of
      Registrable Securities hereby elects to include the Registrable Securities
      owned
      by it and listed below in Item 3 (unless otherwise specified under such Item
      3)
      in the Registration Statement.

     

    QUESTIONNAIRE

     

    1. Name.

     

    
      	 	
              (a)

            	
              Full
                Legal Name of Selling
                Securityholder

            


    

    
      	 


    

    


    
      	 	
              (b)

            	
              Full
                Legal Name of Registered Holder (if not the same as (a) above) through
                which Registrable Securities Listed in Item 3 below are
                held:

            


    

    
      	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (c)

            	
              Full
                Legal Name of Natural Control Person (which means a natural person
                who
                directly or indirectly alone or with others has power to vote or
                dispose
                of the securities covered by the
                questionnaire):

            


    

    
      	 


    

     

    2.
      Address for Notices to Selling Securityholder:

     

    
      	 
	 
	 
	
              Telephone:_____________________________________________________________________________________________ 

            
	
              Fax:___________________________________________________________________________________________________

            
	
              Contact Person:_____________________________________________________________________________________________

            
	
              E-mail
                address of Contact
                Person:________________________________________________

            


    

    


    3.
      Beneficial Ownership of Registrable Securities:

     

    
      	 	
              (a)

            	
              Type
                and Number of Registrable Securities beneficially
                owned:

            


    

    
      	 
	 
	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.
      Broker-Dealer Status:

     

    
      	 	
              (a)

            	
              Are
                you a broker-dealer?

            


    

    Yes
       ̈  No
       ̈ 

     

    
      	 	
              Note:

            	
              If
                yes, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

     

    
      	 	
              (b)

            	
              Are
                you an affiliate of a
                broker-dealer?

            


    

    Yes
       ̈  No
       ̈ 

     

    
      	 	
              Note:

            	
              If
                yes, provide a narrative explanation
                below:

            


    

     

    
      	 
	 
	 


    

     

    
      	 	
              (c)

            	
              If
                you are an affiliate of a broker-dealer, do you certify that you
                bought
                the Registrable Securities in the ordinary course of business, and
                at the
                time of the purchase of the Registrable Securities to be resold,
                you had
                no agreements or understandings, directly or indirectly, with any
                person
                to distribute the Registrable
                Securities?

            


    

    Yes
       ̈  No
       ̈ 

     

    
      	 	
              Note:

            	
              If
                no, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

     

    5.
      Beneficial Ownership of Other Securities of the Company Owned by the Selling
      Securityholder.

     

    Except
      as set forth below in this Item 5, the undersigned is not the beneficial or
      registered owner of any securities of the Company other than the Registrable
      Securities listed above in Item 3.

     

    
      	 	
              (a)

            	
              As
                of ___________, 2008, the Selling Securityholder owned outright (including
                shares registered in Selling Securityholder's name individually or
                jointly
                with others, shares held in the name of a bank, broker, nominee,
                depository or in "street name" for its account), _________ shares
                of the
                Company's capital stock (excluding the Registrable Securities). If
                "zero,"
                please so state. 

            


    

     

    
      	 	
              (b)

            	
              In
                addition to the number of shares Selling Securityholder owned outright
                as
                indicated in Item 5(a) above, as of ________________, 2008, the Selling
                Securityholder had or shared voting power or investment power, directly
                or
                indirectly, through a contract, arrangement, understanding, relationship
                or otherwise, with respect to ______________ shares of the Company's
                capital stock (excluding the Registrable Securities). If "zero,"
                please so
                state.

            


    

     

    
      	 	 	
              If
                the answer to Item 7(b) is not "zero," please complete the following
                tables:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Sole

              	 	
                Voting

              	 	
                Power:

              
	 	 	 	 	 
	
                Number of Shares

              	 	
                Nature of Relationship Resulting in Sole

                Voting Power

              	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


      

      
        	
                Shared

              	 	
                Voting

              	 	
                 Power:

              
	 	 	 	 	 	 	 
	
                Number of Shares

              	 	
                With Whom

                Shared

              	 	
                Nature of

                Relationship

              	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


      

      
        	
                Sole:

              	 	
                Investment

              	 	
                power:

              
	 	 	 	 	 
	
                Number of Shares

              	 	
                Nature of Relationship Resulting in Sole

                Investment power

              	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


      

      
        	
                Shared

              	 	
                Investment

              	 	
                 power:

              
	 	 	 	 	 	 	 
	
                Number of Shares

              	 	
                With Whom

                Shared

              	 	
                Nature of

                Relationship

              	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


      

    

     

    
      	 	
              (c)

            	
              As
                of _____________, 2008, the Selling Securityholder had the right
                to
                acquire the following shares of the Company's common stock pursuant
                to the
                exercise of outstanding stock options, warrants or other rights (excluding
                the Registrable Securities). Please describe the number, type and
                terms of
                the securities, the method of ownership, and whether the undersigned
                holds
                sole or shared voting and investment power. If "none", please so
                state.

            


    

     

    
      	 
	 
	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6.
      Relationships with the Company:

     

    Except
      as set forth below, neither the undersigned nor any of its affiliates, officers,
      directors or principal equity holders (owners of 5% of more of the equity
      securities of the undersigned) has held any position or office or has had any
      other material relationship with the Company (or its predecessors or affiliates)
      during the past three years.

     

    State
      any
      exceptions here:

     

    
      	 
	 
	 


    

    


    7.
      Plan of Distribution:

     

    The
      undersigned has reviewed the form of Plan of Distribution attached
      as
      Exhibit A
      to
      the Registration Rights Agreement, and hereby confirms that, except as set
      forth
      below, the information contained therein regarding the undersigned and its
      plan
      of distribution is correct and complete.

     

    State
      any
      exceptions here:

     

    
      	 
	 
	 


    

     

    ***********

     

    The
      undersigned agrees to promptly notify the Company of any inaccuracies or changes
      in the information provided herein that may occur subsequent to the date hereof
      and prior to the effective date of any applicable Registration Statement filed
      pursuant to the Registration Rights Agreement.

     

    By
      signing below, the undersigned consents to the disclosure of the information
      contained herein in its answers to Items 1 through 7 and the inclusion of such
      information in each Registration Statement filed pursuant to the Registration
      Rights Agreement and each related prospectus. The undersigned understands that
      such information will be relied upon by the Company in connection with the
      preparation or amendment of any such Registration Statement and the related
      prospectus.


    By
      signing below, the undersigned acknowledges that it understands its obligation
      to comply, and agrees that it will comply, with the provisions of the Exchange
      Act and the rules and regulations thereunder, particularly Regulation M. The
      undersigned also acknowledges that it understands that the answers to this
      Questionnaire are furnished for use in connection with Registration Statements
      filed pursuant to the Registration Rights Agreement and any amendments or
      supplements thereto filed with the Commission pursuant to the Securities
      Act.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    I
      confirm
      that, to the best of my knowledge and belief, the foregoing statements
      (including without limitation the answers to this Questionnaire) are
      correct.

     

    IN
      WITNESS WHEREOF the undersigned, by authority duly given, has caused this
      Questionnaire to be executed and delivered either in person or by its duly
      authorized agent.

     

    
      	
              Dated:___________________________________ 

            	 	
              Beneficial Owner:______________________________________________ 

            
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Instruction
      Sheet for Exhibits C 

    


    (to
      be
      read in conjunction with the entire Securities Purchase Agreement and
      Registration Rights Agreement) 

    


    A.
       Complete
      the following items in the Securities Purchase Agreement and/or Registration
      Rights Agreement: 

    


    
      	
            	1.	
              Provide
                the information regarding the Purchaser requested on the signature
                page.
                 The
                 Securities
                Purchase Agreement must be executed by an individual authorized to
                bind
                the
                Purchaser. 

            


    

    


    
      	
            	2.	
              Exhibit
                C-1–
                Accredited Investor Questionnaire: 

            


    

    


    Provide
      the information requested by the
      Accredited Investor Questionnaire

    


    
      	
            	3.	
              Exhibit
                C-2
                -
                Stock Certificate Questionnaire

            


    

    


    Provide
      the information requested by the
      Stock
      Certificate Questionnaire

    


    
      	
            	4.	
              Annex
                B
                to
                the Registration Rights Agreement—Selling
                Securityholder Notice and
                Questionnaire

            


    

    


    Provide

      the information requested by the Selling Securityholder Notice and
      Questionnaire

    


    
      	
            	5.	
              Return
                the signed Securities Purchase Agreement and Registration Rights
                Agreement
                to: 

            


    

    

      
        	 
	 
	 
	 
	
                Tel:____________________________________________________ 

              
	
                Fax:___________________________________________________ 

              
	
                Email:___________________________________________________ 

              


      

    

    


    
      	
              B.
                

            	
              Instructions
                regarding the transfer of funds for the purchase of Securities is
                set
                forth on Exhibit
                D
                to
                the Securities Purchase Agreement.


            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C-1

    


    ACCREDITED
      INVESTOR QUESTIONNAIRE

    


    (ALL
      INFORMATION WILL BE TREATED CONFIDENTIALLY)

    


    To: CJPG,
      Inc.

    


    This
      Investor Questionnaire (“Questionnaire”)
      must
      be completed by each potential investor in connection with the offer and sale
      of
      the shares of the common stock, par value $0.001 per share, and shares of common
      stock that may be issued upon exercise of certain warrants (collectively, the
      “Securities”),
      of
      CJPG, Inc., a Nevada corporation (the “Corporation”).
      The
      Securities are being offered and sold by the Corporation without registration
      under the Securities Act of 1933, as amended (the “Act”),
      and
      the securities laws of certain states, in reliance on the exemptions contained
      in Section 4(2) of the Act and on Regulation D promulgated thereunder and
      in reliance on similar exemptions under applicable state laws. The Corporation
      must determine that a potential investor meets certain suitability requirements
      before offering or selling Securities to such investor. The purpose of this
      Questionnaire is to assure the Corporation that each investor will meet the
      applicable suitability requirements. The information supplied by you will be
      used in determining whether you meet such criteria, and reliance upon the
      private offering exemptions from registration is based in part on the
      information herein supplied.

     

    This
      Questionnaire does not constitute an offer to sell or a solicitation of an
      offer
      to buy any security. Your answers will be kept strictly confidential. However,
      by signing this Questionnaire, you will be authorizing the Corporation to
      provide a completed copy of this Questionnaire to such parties as the
      Corporation deems appropriate in order to ensure that the offer and sale of
      the
      Securities will not result in a violation of the Act or the securities laws
      of
      any state and that you otherwise satisfy the suitability standards applicable
      to
      purchasers of the Securities. All potential investors must answer all applicable
      questions and complete, date and sign this Questionnaire. Please print or type
      your responses and attach additional sheets of paper if necessary to complete
      your answers to any item.

     

    PART
      A. BACKGROUND
      INFORMATION

    
      


      
        	
                Name of Beneficial Owner of the Securities:____________________________________________________________________________________________ 

              
	 	 	 
	
                Business Address:_____________________________________________________________________________________________________________

              
	
                 (Number and Street)

              	 
	 
	
                (City)

              	
                (State)

              	
                (Zip Code)

              
	 	 	 
	
                Telephone Number: (___) 
                  ________________________________________________________________________________________________________

              


      

      


      If
        a corporation, partnership, limited liability company, trust or other
        entity:

      


      
        	
                Type of entity:________________________________________________________________________________________________________________

              
	 	 	 
	
                State of formation:________________________________________

              	
                Approximate Date of formation:_____________________________________________

              


      

    

    

      
        
          
          

        

        
          C-1-1

          
            

          

        

        
          
          

        

      

    

     

    Set
      forth
      in the space provided below the (i) state(s), if any, in the United States
      in which you maintained your principal office during the past two years and
      the
      dates during which you maintained your office in each state, and
      (ii) state(s), if any, in which you pay income taxes:

    


    Were
      you
      formed for the purpose of investing in the securities being
      offered?

    


    Yes
      ____ No
      ____

    


    If
      an individual:

    

      
        	
                Residence Address:_____________________________________________________________________________________________________________

              
	 	
                (Number and Street)

              	 
	 
	
                (City)

              	
                (State)

              	
                (Zip Code)

              
	
                 

              	 	 
	
                Telephone Number: (___)  _____________________________________________________________________________________________

              
	 	 	 
	
                Age:
                  ______________

              	
                Citizenship:
                  ____________

              	
                Where
                  registered to vote: _______________

              


      

       

    

    Set
      forth
      in the space provided below the state(s), if any, in the United States in which
      you maintained your residence during the past two years and the dates during
      which you resided in each state:

    


    Are
      you a
      director or executive officer of the Corporation?

    


    Yes
      ____ No
      ____

    


    PART
      B. ACCREDITED
      INVESTOR QUESTIONNAIRE

     

    In
      order
      for the Company to offer and sell the Securities in conformance with state
      and
      federal securities laws, the following information must be obtained regarding
      your investor status. Please initial
      each category applicable
      to you as a Purchaser of Securities of the Company. 

     

    
      
        	
              	__(1)	
                A
                  bank as defined in Section 3(a)(2) of the Securities Act, or any
                  savings
                  and loan  association
                  or other institution as defined in Section 3(a)(5)(A) of the Securities
                  Act  whether
                  acting in its individual or fiduciary capacity;


              


      

    

    


    
      	
            	__(2)	
              A
                broker or dealer registered pursuant to Section 15 of the Securities
                Exchange Act  of
                1934; 

            


    

    


    
      
        
          	
                	__(3)	
                  An
                    insurance company as defined in Section 2(13) of the Securities
                    Act;
                    

                


        

      

    


    
      
        
        

      

      
        C-1-2

        
          

        

      

      
        
        

      

    


    
      	 	
              __
                (4) 

            	
              An
                investment company registered under the Investment Company Act of
                1940 or
                a business development company as defined in Section 2(a)(48) of
                that Act;
                

            


    

    


    
      	 	
              __
                (5) 

            	
              A
                Small Business Investment Company licensed by the U.S. Small Business
                Administration under Section 301(c) or (d) of the Small Business
                Investment Act of 1958; 

            


    

    


    
      	 	
              __
                (6)

            	
              A
                plan established and maintained by a state, its political subdivisions,
                or
                any agency or instrumentality of a state or its political subdivisions,
                for the benefit of its employees, if such plan has total assets in
                excess
                of $5,000,000; 

            


    

    


    
      	 	
              __
                (7) 

            	
              An
                employee benefit plan within the meaning of the Employee Retirement
                Income
                Security Act of 1974, if the investment decision is made by a plan
                fiduciary, as defined in Section 3(21) of such act, which is either
                a
                bank, savings and loan association, insurance company, or registered
                investment adviser, or if the employee benefit plan has total assets
                in
                excess of $5,000,000 or, if a self-directed plan, with investment
                decisions made solely by persons that are accredited investors;
                

            


    

    


    
      	 	
              __
                (8) 

            	
              A
                private business development company as defined in Section 202(a)(22)
                of
                the Investment Advisers Act of
                1940;

            


    

     

    
      	 	
              __
                (9) 

            	
              An
                organization described in Section 501(c)(3) of the Internal Revenue
                Code,
                a corporation, Massachusetts or similar business trust, or partnership,
                not formed for the specific purpose of acquiring the Securities,
                with
                total assets in excess of $5,000,000;


            


    

    


    
      	
            	__(10)	
              A
                trust, with total assets in excess of $5,000,000, not formed for
                the
                specific purpose of acquiring the Securities, whose purchase is directed
                by a sophisticated person who has such knowledge and experience in
                financial and business matters that such person is capable of evaluating
                the merits and risks of investing in the
                Company;

            


    

     

    
      	
            	___(11)	
              A
                natural person whose individual net worth, or joint net worth with
                that
                person’s spouse,
                at the time of his purchase exceeds
                $1,000,000;

            


    

     

    
      	
            	___(12)	
              A
                natural person who had an individual income in excess of $200,000
                in each
                of the two
                most recent years, or joint income with that person’s spouse in excess
                of  $300,000,
                in each of those years, and has a reasonable expectation of reaching
                the
                same
                income level in the current year;

            


    

     

    
      	 	
              ___(13)

            	
              An
                executive officer or director of the
                Company

            


    

    


    
      	
            	___(14)	
              An
                entity in which all of the equity owners qualify under any of the
                above
                subparagraphs. If the undersigned belongs to this investor category
                only,
                list the equity owners of the undersigned, and the investor category
                which
                each such equity owner satisfies: 

            


    

    


    (Continue
      on a separate piece of paper, if necessary.) 


    
      
        
        

      

      
        C-1-3

        
          

        

      

      
        
        

      

    

    

      A. FOR
        EXECUTION BY AN INDIVIDUAL:

      


      
        	_______________	
                By     ___________________________________________

              	 
	
                Date

              	 	 
	 	
                Print Name: _________________________________________ 

              	 


      

      


      B. FOR
        EXECUTION BY AN ENTITY:

       

      
        	
                 Entity
                  Name:    ____________________________________

              	 
	 	 	 
	 	 	 
	_________________	
                By    ___________________________________________

              	 
	
                Date

              	 	 
	 	
                Print Name:___________________________________________

              	 
	 	
                Title: ________________________________________________ 

              	 
	 	 	 


      

       

      C. ADDITIONAL
        SIGNATURES (if required by partnership, corporation or trust
        document):

      
         

        
          	
                   Entity
                    Name:    ____________________________________

                	 
	 	 	 
	 	 	 
	_________________	
                  By    ___________________________________________

                	 
	
                  Date

                	 	 
	 	
                  Print Name:___________________________________________

                	 
	 	
                  Title: ________________________________________________ 

                	 
	 	 	 


        

      

      
         

        
          	
                   Entity
                    Name:    ____________________________________

                	 
	 	 	 
	 	 	 
	_________________	
                  By    ___________________________________________

                	 
	
                  Date

                	 	 
	 	
                  Print Name:___________________________________________

                	 
	 	
                  Title: ________________________________________________ 

                	 
	 	 	 


        

         

      

    

    
      
        
        

      

      
        C-1-4

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C-2

     

    Stock
      Certificate Questionnaire

     

    Pursuant
      to Section 2.2(c) of the Agreement, please provide us with the following
      information:

     

    
      	
              1.

            	
              The
                exact name that the Securities are to be registered in (this is the
                name
                that will appear on the stock certificate(s)). You may use a nominee
                name
                if appropriate:

            	 
	 	 	 
	
              2.

            	
              The
                relationship between the Purchaser of the Securities and the Registered
                Holder listed in response to Item 1 above:

            	 
	 	 	 
	
              3.

            	
              The
                mailing address, telephone and telecopy number of the Registered
                Holder
                listed in response to Item 1 above:

            	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
              4.

            	
              The
                Tax Identification Number (or, if an individual, the Social Security
                Number) of the Registered Holder listed in response to Item 1
                above:

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

     

    WIRE
      INSTRUCTIONS

    
      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      E

     

    UNIT
      EXCHANGE AGREEMENT