Exhibit 10.1

                              INVESTMENT AGREEMENT

INVESTMENT  AGREEMENT  (this  "AGREEMENT"),  dated  as  of May _12_, 2006 by and
between  Myriad  Entertainment  &  Resorts,  Inc.  a  Delaware  corporation (the
"Company"),  and  Dutchess  Private  Equities  Fund,  LP,  a  Delaware  limited
partnership  (the  "Investor").

WHEREAS,  the  parties desire that, upon the terms and subject to the conditions
contained  herein,  the  Investor  shall  invest  up  to  Twenty Million dollars
($20,000,000)  to purchase the Company's Common Stock, $.001 par value per share
(the  "Common  Stock");

WHEREAS,  such  investments  will  be  made  in  reliance upon the provisions of
Section 4(2) under the Securities Act of 1933, as amended (the "1933 Act"), Rule
506  of  Regulation  D,  and  the  rules and regulations promulgated thereunder,
and/or  upon such other exemption from the registration requirements of the 1933
Act  as may be available with respect to any or all of the investments in Common
Stock  to  be  made  hereunder;  and

WHEREAS,  contemporaneously  with  the execution and delivery of this Agreement,
the  parties hereto are executing and delivering a Registration Rights Agreement
substantially  in the form attached hereto (the "Registration Rights Agreement")
pursuant  to which the Company has agreed to provide certain registration rights
under  the  1933  Act, and the rules and regulations promulgated thereunder, and
applicable  state  securities  laws.

NOW  THEREFORE,  in  consideration  of  the  foregoing  recitals, which shall be
considered  an integral part of this Agreement, the covenants and agreements set
forth  hereafter,  and  other  good  and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and the Investor hereby
agree  as  follows:

SECTION  1.  DEFINITIONS.

     As  used  in  this  Agreement, the following terms shall have the following
meanings  specified  or  indicated  below,  and  such  meanings shall be equally
applicable  to  the  singular  and  plural  forms  of  such  defined  terms.

     "1933  Act"  shall  have  the  meaning  set  forth  in the preamble of this
      ---------
agreement.
      -

     "1934  Act"  shall  mean  the Securities Exchange Act of 1934, as it may be
      ---------
amended.

     "Affiliate"  shall  have  the  meaning  specified  in  Section 5(H), below.
      ---------

     "Agreement"  shall  mean  this  Investment  Agreement.
      ---------

"Best  Bid" shall mean the highest posted bid price of the Common Stock during a
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given  period  of  time.

     "By-laws"  shall  have  the  meaning  specified  in  Section  4(C).
      -------

     "Certificate  of Incorporation" shall have the meaning specified in Section
     =-----------------------------
4(c).


     "Closing"  shall  have  the  meaning  specified  in  Section  2(G).
      -------

     "Closing Date" shall mean no more than seven (7) Trading Days following the
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Put  Notice  Date.

"Common  Stock"  shall  have  the  meaning  set  forth  in  the preamble of this
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Agreement.
 -------

     "Control"  or  "Controls" shall have the meaning specified in Section 5(H).
      -------        --------

     "Effective  Date"  shall mean the date the SEC declares effective under the
      ---------------
1933  Act  the  Registration  Statement  covering  the  Securities.

     "Environmental  Laws"  shall  have  the  meaning specified in Section 4(M).
      -------------------

     "Execution  Date"  shall  mean  the  date indicated in the preamble to this
      ---------------
Agreement.

     "Indemnities"  shall  have  the  meaning  specified  in  Section  11.
      -----------

     "Indemnified  Liabilities"  shall have the meaning specified in Section 11.
      ------------------------

     "Ineffective  Period"  shall  mean any period of time that the Registration
      -------------------
Statement  or  any  Supplemental  Registration  Statement  (as  defined  in  the
Registration  Rights  Agreement  between  the  parties)  becomes  ineffective or
unavailable  for use for the sale or resale, as applicable, of any or all of the
Registrable Securities (as defined in the Registration Rights Agreement) for any
reason  (or in the event the prospectus under either of the above is not current
and  deliverable)  during any time period required under the Registration Rights
Agreement.

     "Investor"  shall  have  the  meaning  indicated  in  the  preamble of this
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Agreement.
      -

     "Material Adverse Effect" shall have the meaning specified in Section 4(A).
      -----------------------

     "Maximum Common Stock Issuance" shall have the meaning specified in Section
      -----------------------------
2(H).

     "Minimum  Acceptable  Price" with respect to any Put Notice Date shall mean
      --------------------------
ninety  percent  (90%) of the lowest closing bid prices for the ten (10) Trading
Day  period  immediately  preceding  each  Put  Notice  Date.

"Open  Market  Adjustment  Amount"  shall  have the meaning specified in Section
             --------------------
2(I).

"Open  Market  Purchase"  shall  have  the  meaning  specified  in  Section 2(I)

"Open  Market  Share Purchase" shall have the meaning specified in Section 2(I).
 ----------------------------

     "Open  Period" shall mean the period beginning on and including the Trading
      ------------
Day  immediately following the Effective Date and ending on the earlier to occur
of  (I)  the date which is eighteen (18) months from the Effective Date; or (II)
termination  of  the  Agreement  in  accordance  with  Section  9,  below.

     "Pricing Period" shall mean the period beginning on the Put Notice Date and
      --------------
ending  on  and  including the date that is five (5) Trading Days after such Put
Notice  Date.

     "Principal  Market"  shall  mean  the  American  Stock  Exchange, Inc., the
      -----------------
National  Association  of  Securities  Dealers,  Inc.  Over-the-Counter Bulletin
Board,  the  NASDAQ  National  Market  System  or  the  NASDAQ  SmallCap Market,
whichever  is  the  principal  market  on  which  the  Common  Stock  is listed.

"Prospectus"  shall mean the prospectus, preliminary prospectus and supplemental
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prospectus  used  in  connection  with  the  Registration  Statement.

     "Purchase Amount" shall mean the total amount being paid by the Investor on
      ---------------
a  particular  Closing  Date  to  purchase  the  Securities.

     "Purchase  Price"  shall  mean  ninety-three  percent  (93%)  of the lowest
      ---------------
closing  Best  Bid  price  of  the  Common  Stock  during  the  Pricing  Period.

"Put"  shall  have  the  meaning  set  forth  in  Section  2(B)(1)  hereof.
 ---

     "Put  Amount"  shall  have the meaning set forth in Section 2(B)(1) hereof.
      -----------

     "Put  Notice"  shall  mean  a  written  notice  sent to the Investor by the
      -----------
Company  stating  the  Put Amount in U.S. dollars the Company intends to sell to
the  Investor  pursuant  to  the  terms of the Agreement and stating the current
number  of  Shares  issued  and  outstanding  on  such  date.

     "Put  Notice  Date"  shall  mean  the  Trading  Day,  as  set  forth below,
      -----------------
immediately  following  the  day  on  which  the Investor receives a Put Notice,
however  a  Put  Notice  shall  be deemed delivered on (A) the Trading Day it is
received  by  facsimile  or otherwise by the Investor if such notice is received
prior  to 9:00 am Eastern Time, or (B) the immediately succeeding Trading Day if
it is received by facsimile or otherwise after 9:00 am Eastern Time on a Trading
Day.  No  Put Notice may be deemed delivered on a day that is not a Trading Day.

     "Put  Restriction" shall mean the days between the beginning of the Pricing
      ----------------
Period and Closing Date.  During this time, the Company shall not be entitled to
deliver  another  Put  Notice.

"Put  Shares  Due"  shall  have  the  meaning  specified  in  Section  2(I).
 ----------------

     "Registration  Period"  shall  have  the meaning specified in Section 5(C),
      --------------------
below.

     "Registration  Rights  Agreement"  shall  have the meaning set forth in the
      -------------------------------
recitals,  above.

     "Registration  Statement"  means  the registration statement of the Company
      -----------------------
filed  under  the  1933  Act  covering  the  Common  Stock  issuable  hereunder.

     "Related  Party"  shall  have  the  meaning  specified  in  Section  5(H).
      --------------

"Resolution"  shall  have  the  meaning  specified  in  Section  8(E).
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     "SEC"  shall  mean  the  U.S.  Securities  &  Exchange  Commission.
      ---

     "SEC  Documents"  shall  have  the  meaning  specified  in  Section  4(F).
      --------------

     "Securities"  shall  mean the shares of Common Stock issued pursuant to the
      ----------
terms  of  the  Agreement.

     "Shares"  shall  mean  the  shares  of  the  Company's  Common  Stock.
      ------

     "Subsidiaries"  shall  have  the  meaning  specified  in  Section  4(A).
      ------------

     "Trading  Day"  shall  mean  any  day on which the Principal Market for the
      ------------
Common  Stock  is  open  for  trading,  from the hours of 9:30 am until 4:00 pm.

"Equity  Line Transaction Documents" shall mean this Agreement, the Registration
-----------------------------------
Rights  Agreement.

SECTION  2.  PURCHASE  AND  SALE  OF  COMMON  STOCK.

(A)  PURCHASE  AND SALE OF COMMON STOCK. Subject to the terms and conditions set
forth herein, the Company shall issue and sell to the Investor, and the Investor
shall purchase from the Company, up to that number of Shares having an aggregate
Purchase  Price  of  Twenty  Million  dollars  ($20,000,000).

(B)  DELIVERY  OF  PUT  NOTICES.

(I)  Subject  to the terms and conditions of the Transaction Documents, and from
time  to  time  during the Open Period, the Company may, in its sole discretion,
deliver  a Put Notice to the Investor which states the dollar amount (designated
in  U.S.  Dollars)  (the "Put Amount"), which the Company intends to sell to the
Investor  on  a  Closing  Date  (the "Put"). The Put Notice shall be in the form
attached  hereto  as  Exhibit C and incorporated herein by reference. The amount
that  the  Company  shall  be entitled to Put to the Investor (the "Put Amount")
shall  be  equal  to, at the Company's election, either: (a) Two Hundred percent
(200%)  of  the  average daily volume (U.S. market only) of the Common Stock for
the Ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by
the  average of the three (3) daily closing bid prices immediately preceding the
Put  Date, or (b) two hundred fifty thousand dollars ($250,000). During the Open
Period, the Company shall not be entitled to submit a Put Notice until after the
previous  Closing  has  been  completed. The Purchase Price for the Common Stock
identified in the Put Notice shall be equal to ninety-three percent (93%) of the
lowest  closing  Best  Bid  price of the Common Stock during the Pricing Period.

(C)  COMPANY'S RIGHT TO WITHRDRAWL. The Company shall reserve the right, but not
the  obligation,  to  withdraw that portion of the Put that is below the Minimal
Acceptable  Price, by submitting to the Investor, in writing, a notice to cancel
that  portion  of the Put.  Any shares above the Minimal Acceptable price due to
the  Investor  shall  be  carried  out  by  the  Company under the terms of this
Agreement.

(D)  INTENTIONALLY  OMITTED

(E)  CONDITIONS  TO  INVESTOR'S  OBLIGATION  TO PURCHASE SHARES. Notwithstanding
anything to the contrary in this Agreement, the Company shall not be entitled to
deliver  a  Put  Notice  and the Investor shall not be obligated to purchase any
Shares  at  a  Closing (as defined in Section 2(G)) unless each of the following
conditions  are  satisfied:

     (I)  a  Registration Statement shall have been declared effective and shall
remain  effective and available for the resale of all the Registrable Securities
(as defined in the Registration Rights Agreement) at all times until the Closing
with  respect  to  the  subject  Put  Notice;

     (II)  at  all  times  during the period beginning on the related Put Notice
Date  and  ending  on  and  including the related Closing Date, the Common Stock
shall have been listed on the Principal Market and shall not have been suspended
from trading thereon for a period of two (2) consecutive Trading Days during the
Open  Period  and  the  Company  shall  not have been notified of any pending or
threatened  proceeding  or  other  action  to  suspend the trading of the Common
Stock;

     (III) the Company has complied with its obligations and is otherwise not in
breach of or in default under, this Agreement, the Registration Rights Agreement
or  any other agreement executed in connection herewith which has not been cured
prior  to  delivery  of  the  Investor's  Put  Notice  Date;

     (IV)  no  injunction  shall have been issued and remain in force, or action
commenced  by  a  governmental authority which has not been stayed or abandoned,
prohibiting  the  purchase  or  the  issuance  of  the  Securities;  and

     (V)  the  issuance  of  the  Securities  will  not  violate any shareholder
approval  requirements  of  the  Principal  Market.
If  any of the events described in clauses (I) through (V) above occurs during a
Pricing  Period,  then the Investor shall have no obligation to purchase the Put
Amount  of  Common  Stock  set  forth  in  the  applicable  Put  Notice.

(F)  RESERVED

(G)  MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of
the  conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase
by  the  Investor  of  Shares  (a "Closing") shall occur on the date which is no
later than seven (7) Trading Days following the applicable Put Notice Date (each
a  "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to
the Investor pursuant to this Agreement, certificates representing the Shares to
be  issued  to  the  Investor  on  such  date  and registered in the name of the
Investor;  and (II) the Investor shall deliver to the Company the Purchase Price
to be paid for such Shares, determined as set forth in Sections 2(B). In lieu of
delivering  physical  certificates representing the Securities and provided that
the  Company's  transfer  agent  then  is  participating in The Depository Trust
Company  ("DTC")  Fast  Automated  Securities  Transfer  ("FAST")  program, upon
request  of  the  Investor,  the  Company  shall use all commercially reasonable
efforts to cause its transfer agent to electronically transmit the Securities by
crediting  the  account  of  the  Investor's  prime  broker (as specified by the
Investor  within  a  reasonably  in  advance  of the Investor's notice) with DTC
through  its  Deposit  Withdrawal  Agent  Commission  ("DWAC")  system.

The  Company  understands  that a delay in the issuance of Securities beyond the
Closing  Date  could  result  in  economic  damage  to  the  Investor. After the
Effective  Date,  as  compensation  to  the  Investor for such loss, the Company
agrees  to  make  late  payments to the Investor for late issuance of Securities
(delivery  of  Securities  after the applicable Closing Date) in accordance with
the  following  schedule  (where  "No. of Days Late" is defined as the number of
trading  days  beyond  the  Closing Date, with   the Amounts being cumulative.):

LATE  PAYMENT  FOR  EACH
NO.  OF  DAYS  LATE               $10,000  WORTH  OF  COMMON  STOCK

          1                                           $100
          2                                           $200
          3                                           $300
          4                                           $400
          5                                           $500
          6                                           $600
          7                                           $700
          8                                           $800
          9                                           $900
          10                                        $1,000
          Over  10                                  $1,000  +  $200  for  each
                                            Business  Day  late beyond  10  days

The  Company  shall make any payments incurred under this Section in immediately
available  funds  upon  demand  by  the Investor. Nothing herein shall limit the
Investor's right to pursue actual damages for the Company's failure to issue and
deliver  the  Securities  to  the Investor, except that such late payments shall
offset  any  such  actual  damages  incurred by the Investor, and any Repurchase
Adjustment  Amount,  as  set  forth  below.

(H)  OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained
herein  to the contrary, if during the Open Period the Company becomes listed on
an  exchange that limits the number of shares of Common Stock that may be issued
without  shareholder approval, then the number of Shares issuable by the Company
and  purchasable  by the Investor, shall not exceed that number of the shares of
Common  Stock  that  may  be issuable without shareholder approval (the "Maximum
Common Stock Issuance").  If such issuance of shares of Common Stock could cause
a  delisting  on  the  Principal  Market, then the Maximum Common Stock Issuance
shall  first  be  approved  by  the  Company's  shareholders  in accordance with
applicable  law  and  the  By-laws  and  Amended  and  Restated  Certificate  of
Incorporation  of  the Company, if such issuance of shares of Common Stock could
cause a delisting on the Principal Market. The parties understand and agree that
the  Company's  failure  to seek or obtain such shareholder approval shall in no
way adversely affect the validity and due authorization of the issuance and sale
of  Securities  or  the  Investor's  obligation in accordance with the terms and
conditions  hereof  to  purchase  a  number of Shares in the aggregate up to the
Maximum  Common  Stock Issuance limitation, and that such approval pertains only
to the applicability of the Maximum Common Stock Issuance limitation provided in
this  Section  2(H).

(I)  If,  by  the  third  (3rd) business day after the Closing Date, the Company
fails  to deliver any portion of the shares of the Put to the Investor (the "Put
Shares  Due")  and  the  Investor  purchases,  in  an open market transaction or
otherwise,  shares  of  Common  Stock necessary to make delivery of shares which
would  have  been  delivered if the full amount of the shares to be delivered to
the  Investor  by  the  Company  (the  "Open  Market Share Purchase") , then the
Company  shall  pay  to  the  Investor,  in addition to any other amounts due to
Investor  pursuant  to  the  Put,  and  not  in  lieu  thereof,  the Open Market
Adjustment  Amount  (as  defined below).  The "Open Market Adjustment Amount" is
the  amount  equal  to  the excess, if any, of (x) the Investor's total purchase
price  (including  brokerage  commissions,  if  any)  for  the Open Market Share
Purchase  minus  (y)  the  net  proceeds  (after  brokerage commissions, if any)
received by the Investor from the sale of the Put Shares Due.  The Company shall
pay  the  Open Market Adjustment Amount to the Investor in immediately available
funds  within  five (5) business days of written demand by the Investor.  By way
of  illustration and not in limitation of the foregoing, if the Holder purchases
shares  of  Common  Stock  having  a  total  purchase price (including brokerage
commissions)  of $11,000 to cover an Open Market Purchase with respect to shares
of  Common  Stock  it sold for net proceeds of $10,000, the Open Market Purchase
Adjustment  Amount  which the Company will be required to pay to the Holder will
be  $1,000.

SECTION  3.  INVESTOR'S  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS.
The  Investor  represents  and  warrants  to  the  Company, and covenants, that:

(A)  SOPHISTICATED  INVESTOR.  The  Investor  has, by reason of its business and
financial experience, such knowledge, sophistication and experience in financial
and  business matters and in making investment decisions of this type that it is
capable  of  (I)  evaluating  the  merits  and  risks  of  an  investment in the
Securities  and  making an informed investment decision; (II) protecting its own
interest;  and  (III)  bearing  the  economic  risk  of  such  investment for an
indefinite  period  of  time.

(B)  AUTHORIZATION;  ENFORCEMENT.  This  Agreement  has  been  duly  and validly
authorized,  executed and delivered on behalf of the Investor and is a valid and
binding agreement of the Investor enforceable against the Investor in accordance
with its terms, subject as to enforceability to general principles of equity and
to  applicable  bankruptcy,  insolvency, reorganization, moratorium, liquidation
and  other  similar laws relating to, or affecting generally, the enforcement of
applicable  creditors'  rights  and  remedies.

(C)  SECTION  9 OF THE 1934 ACT. During the term of this Agreement, the Investor
will  comply  with  the  provisions  of Section 9 of the 1934 Act, and the rules
promulgated thereunder, with respect to transactions involving the Common Stock.
The  Investor  agrees  not to sell the Company's stock short, either directly or
indirectly  through its affiliates, principals or advisors, the Company's common
stock  during  the  term  of  this  Agreement.

(D)  ACCREDITED  INVESTOR.  Investor is an "Accredited Investor" as that term is
defined  in  Rule  501(a)  of  Regulation  D  of  the  1933  Act.

(E)  NO  CONFLICTS.  The  execution, delivery and performance of the Transaction
Documents  by  the  Investor  and  the  consummation  by  the  Investor  of  the
transactions  contemplated  hereby and thereby will not result in a violation of
Partnership  Agreement  or  other  organizational  documents  of  the  Investor.

(F)  OPPORTUNITY TO DISCUSS. The Investor has received all materials relating to
the  Company's  business,  finance  and  operations  which it has requested. The
Investor  has  had  an  opportunity  to  discuss  the  business,  management and
financial  affairs  of  the  Company  with  the  Company's  management.

(G)  INVESTMENT  PURPOSES. The Investor is purchasing the Securities for its own
account  for  investment  purposes  and not with a view towards distribution and
agrees  to  resell  or  otherwise dispose of the Securities solely in accordance
with  the  registration  provisions of the 1933 Act (or pursuant to an exemption
from  such  registration  provisions).

(H) NO REGISTRATION AS A DEALER. The Investor is not and will not be required to
be  registered  as  a  "dealer"  under  the  1934 Act, either as a result of its
execution  and performance of its obligations under this Agreement or otherwise.

(I)  GOOD  STANDING.  The  Investor  is  a  Limited Partnership, duly organized,
validly  existing  and  in  good  standing  in  the  State  of  Delaware.

(J)  TAX  LIABILITIES.  The  Investor  understands that it is liable for its own
tax  liabilities.

(K)  REGULATION  M.  The  Investor  will comply with Regulation M under the 1934
Act,  if  applicable.

SECTION  4.  REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY.
Except  as  set  forth  in the Schedules attached hereto, or as disclosed on the
Company's  SEC  Documents,  the  Company represents and warrants to the Investor
that:

(A)  ORGANIZATION AND QUALIFICATION. The Company is a corporation duly organized
and  validly  existing in good standing under the laws of the State of Delaware,
and  has  the  requisite corporate power and authorization to own its properties
and  to  carry  on its business as now being conducted. Both the Company and the
companies it owns or controls ("Subsidiaries") are duly qualified to do business
and  are  in  good  standing  in  every  jurisdiction  in which its ownership of
property  or the nature of the business conducted by it makes such qualification
necessary,  except  to  the  extent that the failure to be so qualified or be in
good  standing  would  not  have  a  Material  Adverse  Effect.  As used in this
Agreement,  "Material  Adverse  Effect" means any material adverse effect on the
business,  properties,  assets,  operations,  results  of  operations, financial
condition  or  prospects of the Company and its Subsidiaries, if any, taken as a
whole,  or  on  the  transactions  contemplated  hereby or by the agreements and
instruments  to  be  entered into in connection herewith, or on the authority or
ability  of  the  Company  to  perform  its  obligations  under  the Transaction
Documents  (as  defined  in  Section  1  and  4(B),  below).

(B)  AUTHORIZATION;  ENFORCEMENT;  COMPLIANCE  WITH  OTHER  INSTRUMENTS.

     (I)  The  Company  has the requisite corporate power and authority to enter
into  and perform this Agreement, the Registration Rights Agreement, and each of
the  other  agreements entered into by the parties hereto in connection with the
transactions  contemplated  by  this  Agreement  (collectively, the "Transaction
Documents"), and to issue the Securities in accordance with the terms hereof and
thereof.

     (II) The execution and delivery of the Transaction Documents by the Company
and  the consummation by it of the transactions contemplated hereby and thereby,
including  without  limitation  the reservation for issuance and the issuance of
the Securities pursuant to this Agreement, have been duly and validly authorized
by  the  Company's Board of Directors and no further consent or authorization is
required  by  the  Company,  its  Board  of  Directors,  or  its  shareholders.

     (III)  The  Transaction  Documents  have been duly and validly executed and
delivered  by  the  Company.

     (IV) The Transaction Documents constitute the valid and binding obligations
of  the  Company enforceable against the Company in accordance with their terms,
except  as such enforceability may be limited by general principles of equity or
applicable  bankruptcy,  insolvency,  reorganization, moratorium, liquidation or
similar  laws relating to, or affecting generally, the enforcement of creditors'
rights  and  remedies.

(C)  CAPITALIZATION.  As of the date hereof, the authorized capital stock of the
Company  consists  of  300,000,000  shares  of Common Stock, $.001 par value per
share,  of  which  as  of  March  20,  2006,  41,816,334  shares  are issued and
outstanding;  5,000,000  shares  of  Preferred  Stock  authorized with no shares
issued  or  outstanding;  as of December 31, 2005, and the Company had 5,000,000
Common  shares reserved for issuance in connection with the 2000 Stock Incentive
PlanAll  of such outstanding shares have been, or upon issuance will be, validly
issued  and  are  fully  paid  and  nonassessable.

Except  as  disclosed  in the Company's publicly available filings with the SEC:

 (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 debt securities; (III) there are
no  outstanding  shares  of  capital  stock, options, warrants, scrip, rights to
subscribe  to,  calls or commitments of any character whatsoever relating to, or
securities  or  rights  convertible  into,  any  shares  of capital stock of the
Company or any of its Subsidiaries, or contracts, commitments, understandings or
arrangements  by  which  the Company or any of its Subsidiaries is or may become
bound  to  issue additional shares of capital stock of the Company or any of its
Subsidiaries  or  options,  warrants,  scrip,  rights  to subscribe to, calls or
commitments  of  any  character  whatsoever relating to, or securities or rights
convertible  into,  any  shares  of  capital  stock of the Company or any of its
Subsidiaries;  (IV)  there  are  no  agreements  or arrangements under which the
Company  or  any of its Subsidiaries is obligated to register the sale of any of
their  securities under the 1933 Act (except the Registration Rights Agreement);
(V)  there  are  no  outstanding  securities  of  the  Company  or  any  of  its
Subsidiaries  which  contain any redemption or similar provisions, and there are
no  contracts,  commitments, understandings or arrangements by which the Company
or  any  of  its Subsidiaries is or may become bound to redeem a security of the
Company  or any of its Subsidiaries; (VI) there are no securities or instruments
containing  anti-dilution  or  similar  provisions that will be triggered by the
issuance  of  the  Securities  as described in this Agreement; (VII) the Company
does  not  have  any  stock  appreciation  rights  or  "phantom  stock" plans or
agreements  or  any similar plan or agreement; and (VIII) there is no dispute as
to  the  classification  of  any  shares  of  the  Company's  capital  stock.
     The  Company  has furnished to the Investor, or the Investor has had access
through  EDGAR to, true and correct copies of the Company's Amended and Restated
Certificate  of Incorporation, as in effect on the date hereof (the "Certificate
of  Incorporation"),  and the Company's By-laws, as in effect on the date hereof
(the "By-laws"), and the terms of all securities convertible into or exercisable
for  Common  Stock  and  the  material  rights of the holders thereof in respect
thereto.

(D)  ISSUANCE  OF  SHARES. The Company has reserved ________ Shares for issuance
pursuant  to  this Agreement, which have been duly authorized and reserved those
Shares  for  issuance  (subject to adjustment pursuant to the Company's covenant
set  forth  in  Section 5(F) below) pursuant to this Agreement. Upon issuance in
accordance  with  this  Agreement,  the Securities will be validly issued, fully
paid  for  and  non-assessable  and  free from all taxes, liens and charges with
respect  to  the  issue  thereof.  In  the  event  the Company cannot register a
sufficient number of Shares for issuance pursuant to this Agreement, the Company
will  use  its  best efforts to authorize and reserve for issuance the number of
Shares  required for the Company to perform its obligations hereunder as soon as
reasonably  practicable.

(E)  NO  CONFLICTS.  The  execution, delivery and performance of the Equity Line
Transaction  Documents by the Company and the consummation by the Company of the
transactions  contemplated hereby and thereby will not (I) result in a violation
of  the  Certificate  of  Incorporation,  any  Certificate  of  Designations,
Preferences  and  Rights  of  any  outstanding  series of preferred stock of the
Company  or the By-laws; or (II) conflict with, or constitute a material default
(or  an event which with notice or lapse of time or both would become a material
default)  under,  or  give  to  others  any  rights  of  termination, amendment,
acceleration  or  cancellation  of,  any material agreement, contract, indenture
mortgage,  indebtedness  or  instrument  to  which  the  Company  or  any of its
Subsidiaries  is a party, or to the Company's knowledge result in a violation of
any  law,  rule,  regulation, order, judgment or decree (including United States
federal  and state securities laws and regulations and the rules and regulations
of  the  Principal  Market or principal securities exchange or trading market on
which  the Common Stock is traded or listed) applicable to the Company or any of
its  Subsidiaries or by which any property or asset of the Company or any of its
Subsidiaries is bound or affected. Except as disclosed in Schedule 4(e), neither
the  Company  nor its Subsidiaries is in violation of any term of, or in default
under,  the  Certificate  of  Incorporation,  any  Certificate  of Designations,
Preferences  and  Rights  of  any  outstanding  series of preferred stock of the
Company or the By-laws or their organizational charter or by-laws, respectively,
or  any  contract,  agreement,  mortgage,  indebtedness,  indenture, instrument,
judgment,  decree  or order or any statute, rule or regulation applicable to the
Company  or  its  Subsidiaries,  except  for  possible  conflicts,  defaults,
terminations, amendments, accelerations, cancellations and violations that would
not  individually  or  in  the  aggregate  have or constitute a Material Adverse
Effect. The business of the Company and its Subsidiaries is not being conducted,
and  shall  not be conducted, in violation of any law, statute, ordinance, rule,
order  or  regulation  of  any  governmental  authority or agency, regulatory or
self-regulatory  agency,  or court, except for possible violations the sanctions
for  which  either  individually  or  in the aggregate would not have a Material
Adverse  Effect.  Except  as  specifically contemplated by this Agreement and as
required  under  the  1933  Act  or  any  securities  laws of any states, to the
Company's  knowledge,  the  Company  is  not  required  to  obtain  any consent,
authorization,  permit  or  order of, or make any filing or registration (except
the  filing  of  a registration statement as outlined in the Registration Rights
Agreement  between  the  Parties)  with,  any  court,  governmental authority or
agency,  regulatory  or self-regulatory agency or other third party in order for
it  to execute, deliver or perform any of its obligations under, or contemplated
by,  the  Transaction  Documents in accordance with the terms hereof or thereof.
All  consents,  authorizations, permits, orders, filings and registrations which
the  Company  is required to obtain pursuant to the preceding sentence have been
obtained  or  effected  on or prior to the date hereof and are in full force and
effect  as of the date hereof. Except as disclosed in Schedule 4(e), the Company
and  its Subsidiaries are unaware of any facts or circumstances which might give
rise  to any of the foregoing. The Company is not, and will not be, in violation
of  the  listing  requirements  of the Principal Market as in effect on the date
hereof  and  on  each  of  the Closing Dates and is not aware of any facts which
would  reasonably  lead to delisting of the Common Stock by the Principal Market
in  the  foreseeable  future.

(F)  SEC DOCUMENTS; FINANCIAL STATEMENTS. As of the date hereof, the Company has
filed  all reports, schedules, forms, statements and other documents required to
be  filed  by it with the SEC pursuant to the reporting requirements of the 1934
Act  (all  of  the  foregoing  filed  prior  to the date hereof and all exhibits
included  therein  and  financial statements and schedules thereto and documents
incorporated  by  reference  therein  being  hereinafter referred to as the "SEC
Documents").  The  Company has delivered to the Investor or its representatives,
or  they  have  had access through EDGAR to, true and complete copies of the SEC
Documents.  As  of  their respective filing dates, the SEC Documents complied in
all  material  respects  with the requirements of the 1934 Act and the rules and
regulations  of  the SEC promulgated thereunder applicable to the SEC Documents,
and  none  of  the  SEC  Documents,  at  the  time they were filed with the SEC,
contained any untrue statement of a material fact or omitted to state a material
fact  required to be stated therein or necessary to make the statements therein,
in  light of the circumstances under which they were made, not misleading. As of
their  respective dates, the financial statements of the Company included in the
SEC  Documents  complied  as  to  form  in all material respects with applicable
accounting  requirements and the published rules and regulations of the SEC with
respect thereto. Such financial statements have been prepared in accordance with
generally  accepted  accounting  principles,  by  a firm that is a member of the
Public  Companies  Accounting  Oversight  Board  ("PCAOB") consistently applied,
during  the  periods  involved (except (I) as may be otherwise indicated in such
financial  statements  or  the  notes  thereto, or (II) in the case of unaudited
interim statements, to the extent they may exclude footnotes or may be condensed
or summary statements) and fairly present in all material respects the financial
position  of  the  Company  as  of  the  dates  thereof  and  the results of its
operations  and  cash  flows for the periods then ended (subject, in the case of
unaudited  statements,  to  normal year-end audit adjustments). No other written
information provided by or on behalf of the Company to the Investor which is not
included  in  the  SEC  Documents,  including,  without  limitation, information
referred  to in Section 4(D) of this Agreement, contains any untrue statement of
a  material  fact  or  omits  to  state  any material fact necessary to make the
statements  therein,  in  the  light of the circumstance under which they are or
were  made,  not  misleading. Neither the Company nor any of its Subsidiaries or
any of their officers, directors, employees or agents have provided the Investor
with  any material, nonpublic information which was not publicly disclosed prior
to  the  date  hereof  and  any  material, nonpublic information provided to the
Investor by the Company or its Subsidiaries or any of their officers, directors,
employees or agents prior to any Closing Date shall be publicly disclosed by the
Company  prior  to  such  Closing  Date.

(G)  ABSENCE  OF  CERTAIN  CHANGES.  Except  as  otherwise  set forth in the SEC
Documents,  the Company does not intend to change the business operations of the
Company  in  any material way. The Company has not taken any steps, and does not
currently  expect  to  take  any  steps,  to  seek  protection  pursuant  to any
bankruptcy  law  nor  does the Company or its Subsidiaries have any knowledge or
reason  to  believe that its creditors intend to initiate involuntary bankruptcy
proceedings.

(H)  ABSENCE OF LITIGATION AND/OR REGULATORY PROCEEDINGS. Except as set forth in
the  SEC  Documents,  there  is  no  action,  suit,  proceeding,  inquiry  or
investigation  before  or  by  any  court,  public  board,  government  agency,
self-regulatory  organization  or  body  pending  or,  to  the  knowledge of the
executive  officers of Company or any of its Subsidiaries, threatened against or
affecting  the Company, the Common Stock or any of the Company's Subsidiaries or
any  of  the  Company's  or the Company's Subsidiaries' officers or directors in
their  capacities  as  such,  in which an adverse decision could have a Material
Adverse  Effect.

(I)  ACKNOWLEDGMENT  REGARDING  INVESTOR'S  PURCHASE  OF  SHARES.  The  Company
acknowledges and agrees that the Investor is acting solely in the capacity of an
arm's  length  purchaser  with  respect  to  the  Transaction  Documents and the
transactions  contemplated  hereby and thereby. The Company further acknowledges
that  the  Investor  is  not  acting  as a financial advisor or fiduciary of the
Company (or in any similar capacity) with respect to the Equity Line Transaction
Documents  and  the  transactions contemplated hereby and thereby and any advice
given  by  the  Investor  or  any of its respective representatives or agents in
connection  with  the  Equity  Line  Transaction  Documents and the transactions
contemplated  hereby and thereby is merely incidental to the Investor's purchase
of  the  Securities,  and  is  not  being  relied on by the Company. The Company
further represents to the Investor that the Company's decision to enter into the
Equity  Line  Transaction  Documents  has  been  based solely on the independent
evaluation  by  the  Company  and  its  representatives.

(J) NO UNDISCLOSED EVENTS, LIABILITIES, DEVELOPMENTS OR CIRCUMSTANCES. Except as
set  forth  in  the  SEC  Documents, as of the date hereof, no event, liability,
development  or  circumstance  has  occurred  or  exists,  or  to  the Company's
knowledge  is  contemplated  to  occur,  with  respect  to  the  Company  or its
Subsidiaries  or  their  respective  business,  properties,  assets,  prospects,
operations or financial condition, that would be required to be disclosed by the
Company  under applicable securities laws on a registration statement filed with
the  SEC relating to an issuance and sale by the Company of its Common Stock and
which  has  not  been  publicly  announced.

(K)  EMPLOYEE  RELATIONS.  Neither  the  Company  nor any of its Subsidiaries is
involved  in any union labor dispute nor, to the knowledge of the Company or any
of its Subsidiaries, is any such dispute threatened. Neither the Company nor any
of  its  Subsidiaries  is  a party to a collective bargaining agreement, and the
Company  and  its  Subsidiaries  believe that relations with their employees are
good.  No  executive  officer  (as  defined  in Rule 501(f) of the 1933 Act) has
notified  the Company that such officer intends to leave the Company's employ or
otherwise  terminate  such  officer's  employment  with  the  Company.

(L)  INTELLECTUAL  PROPERTY  RIGHTS.  The  Company  and  its Subsidiaries own or
possess  adequate rights or licenses to use all trademarks, trade names, service
marks,  service  mark  registrations,  service  names,  patents,  patent rights,
copyrights,  inventions, licenses, approvals, governmental authorizations, trade
secrets  and  rights  necessary  to  conduct  their respective businesses as now
conducted.  Except  as  set  forth  in  the SEC Documents, none of the Company's
trademarks,  trade  names,  service  marks,  service mark registrations, service
names,  patents,  patent  rights,  copyrights,  inventions, licenses, approvals,
government  authorizations,  trade secrets or other intellectual property rights
necessary  to  conduct  its  business as now or as proposed to be conducted have
expired  or  terminated,  or  are expected to expire or terminate within two (2)
years  from  the date of this Agreement. The Company and its Subsidiaries do not
have  any  knowledge  of  any infringement by the Company or its Subsidiaries of
trademark,  trade  name  rights, patents, patent rights, copyrights, inventions,
licenses, service names, service marks, service mark registrations, trade secret
or  other  similar  rights  of  others, or of any such development of similar or
identical  trade  secrets  or technical information by others and, except as set
forth  in  the SEC Documents, there is no claim, action or proceeding being made
or brought against, or to the Company's knowledge, being threatened against, the
Company  or  its  Subsidiaries  regarding trademark, trade name, patents, patent
rights,  invention,  copyright,  license,  service names, service marks, service
mark  registrations, trade secret or other infringement; and the Company and its
Subsidiaries  are unaware of any facts or circumstances which might give rise to
any  of  the foregoing. The Company and its Subsidiaries have taken commercially
reasonable  security  measures to protect the secrecy, confidentiality and value
of  all  of  their  intellectual  properties.

(M)  ENVIRONMENTAL  LAWS.  The  Company  and  its  Subsidiaries  (I) are, to the
knowledge  of  the management and directors of the Company and its Subsidiaries,
in compliance with any and all applicable foreign, federal, state and local laws
and  regulations  relating  to  the  protection  of human health and safety, the
environment  or  hazardous  or  toxic  substances  or  wastes,  pollutants  or
contaminants  ("Environmental  Laws");  (II)  have,  to  the  knowledge  of  the
management and directors of the Company, received all permits, licenses or other
approvals  required of them under applicable Environmental Laws to conduct their
respective  businesses;  and  (III)  are  in compliance, to the knowledge of the
management  and  directors  of the Company, with all terms and conditions of any
such  permit,  license  or  approval  where,  in each of the three (3) foregoing
cases,  the failure to so comply would have, individually or in the aggregate, a
Material  Adverse  Effect.

(N)  TITLE.  The  Company and its Subsidiaries have good and marketable title to
all  personal  property  owned  by them which is material to the business of the
Company  and  its  Subsidiaries,  in  each  case  free  and  clear of all liens,
encumbrances  and  defects  except such as are described in the SEC Documents or
such as do not materially affect the value of such property and do not interfere
with the use made and proposed to be made of such property by the Company or any
of  its  Subsidiaries.  Any real property and facilities held under lease by the
Company  or any of its Subsidiaries are held by them under valid, subsisting and
enforceable leases with such exceptions as are not material and do not interfere
with  the use made and proposed to be made of such property and buildings by the
Company  and  its  Subsidiaries.

(O)  INSURANCE.  Each  of  the Company's Subsidiaries are insured by insurers of
recognized  financial  responsibility  against such losses and risks and in such
amounts  as  management  of  the  Company  reasonably believes to be prudent and
customary  in  the  businesses  in  which  the  Company and its Subsidiaries are
engaged.  Neither  the  Company nor any of its Subsidiaries has been refused any
insurance  coverage  sought  or  applied  for  and  neither  the Company nor its
Subsidiaries  has  any  reason  to believe that it will not be able to renew its
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  at  a  cost  that  would  not  have  a  Material  Adverse  Effect.

(P)  REGULATORY PERMITS. The Company and its Subsidiaries have in full force and
effect  all  certificates,  approvals,  authorizations  and  permits  from  the
appropriate  federal,  state,  local  or  foreign  regulatory  authorities  and
comparable foreign regulatory agencies, necessary to own, lease or operate their
respective  properties  and  assets and conduct their respective businesses, and
neither  the  Company  nor  any  such  Subsidiary  has  received  any  notice of
proceedings  relating to the revocation or modification of any such certificate,
approval,  authorization  or  permit,  except  for such certificates, approvals,
authorizations  or  permits  which  if  not  obtained,  or  such  revocations or
modifications  which,  would  not  have  a  Material  Adverse  Effect.

(Q)  INTERNAL  ACCOUNTING  CONTROLS.  The  Company  and each of its Subsidiaries
maintain  a  system  of  internal  accounting  controls  sufficient  to  provide
reasonable  assurance  that  (I)  transactions  are  executed in accordance with
management's  general or specific authorizations; (II) transactions are recorded
as  necessary  to  permit preparation of financial statements in conformity with
generally  accepted accounting principles by a firm with membership to the PCAOB
and  to  maintain asset accountability; (III) access to assets is permitted only
in  accordance with management's general or specific authorization; and (IV) the
recorded  accountability  for  assets  is  compared  with the existing assets at
reasonable  intervals  and  appropriate  action  is  taken  with  respect to any
differences.

(R)  NO  MATERIALLY  ADVERSE  CONTRACTS, ETC. Neither the Company nor any of its
Subsidiaries is subject to any charter, corporate or other legal restriction, or
any  judgment,  decree,  order,  rule or regulation which in the judgment of the
Company's  officers  has or is expected in the future to have a Material Adverse
Effect.  Neither  the  Company  nor  any  of  its Subsidiaries is a party to any
contract  or agreement which in the judgment of the Company's officers has or is
expected  to  have  a  Material  Adverse  Effect.

(S)  TAX  STATUS. The Company and each of its Subsidiaries has made or filed all
United  States  federal  and state income and all other tax returns, reports and
declarations  required  by  any  jurisdiction to which it is subject (unless and
only  to  the extent that the Company and each of its Subsidiaries has set aside
on  its  books  provisions reasonably adequate for the payment of all unpaid and
unreported  taxes) and 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
and  has set aside on its books provision reasonably adequate for the payment of
all  taxes  for periods subsequent to the periods to which such returns, reports
or  declarations apply. There are no unpaid taxes in any material amount claimed
to  be  due by the taxing authority of any jurisdiction, and the officers of the
Company  know  of  no  basis  for  any  such  claim.

(T)  CERTAIN  TRANSACTIONS.  Except  as  set forth in the SEC Documents filed at
least  ten  (10)  days  prior  to  the  date  hereof and except for arm's length
transactions pursuant to which the Company makes payments in the ordinary course
of  business  upon  terms  no  less favorable than the Company could obtain from
disinterested  third parties and other than the grant of stock options disclosed
in  the  SEC  Documents,  none  of  the officers, directors, or employees of the
Company  is  presently a party to any transaction with the Company or any of its
Subsidiaries  (other  than  for  services as employees, officers and 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 officer,
director  or such employee or, to the knowledge of the Company, any corporation,
partnership,  trust  or other entity in which any officer, director, or any such
employee  has  a  substantial  interest  or  is an officer, director, trustee or
partner.

(U) DILUTIVE EFFECT. The Company understands and acknowledges that the number of
shares  of  Common Stock issuable upon purchases pursuant to this Agreement will
increase in certain circumstances including, but not necessarily limited to, the
circumstance  wherein  the trading price of the Common Stock declines during the
period  between the Effective Date and the end of the Open Period. The Company's
executive officers and directors have studied and fully understand the nature of
the  transactions  contemplated by this Agreement and recognize that they have a
potential  dilutive  effect  on  the  shareholders  of the Company. The Board of
Directors of the Company has concluded, in its good faith business judgment, and
with  full  understanding of the implications, that such issuance is in the best
interests of the Company. The Company specifically acknowledges that, subject to
such  limitations  as  are  expressly  set  forth in the Equity Line Transaction
Documents,  its  obligation  to  issue  shares  of  Common  Stock upon purchases
pursuant  to  this  Agreement  is  absolute  and unconditional regardless of the
dilutive  effect that such issuance may have on the ownership interests of other
shareholders  of  the  Company.

(V)  LOCK-UP.  The  Company  shall  cause its officers, insiders, directors, and
affiliates  or  other  related  parties under control of the Company, to refrain
from  selling  Common  Stock  during  each  Pricing  Period.

(W) NO GENERAL SOLICITATION. Neither the Company, nor any of its affiliates, nor
any person acting on its behalf, has engaged in any form of general solicitation
or  general  advertising (within the meaning of Regulation D) in connection with
the  offer  or  sale  of  the  Common  Stock  to be offered as set forth in this
Agreement.

(X)  NO BROKERS, FINDERS OR FINANCIAL ADVISORY FEES OR COMMISSIONS.  No brokers,
finders  or  financial  advisory  fees  or  commissions  will  be payable by the
Company,  it's  agents  or  Subsidiaries,  with  respect  to  the  transactions
contemplated by this Agreement, except as otherwise disclosed in this Agreement.
SECTION  5.  COVENANTS  OF  THE  COMPANY

(A)  BEST  EFFORTS. The Company shall use all commercially reasonable efforts to
timely  satisfy each of the conditions set forth in Section 7 of this Agreement.

(B) BLUE SKY. The Company shall, at its sole cost and expense, on or before each
of the Closing Dates, take such action as the Company shall reasonably determine
is  necessary  to  qualify  the  Securities  for,  or  obtain  exemption for the
Securities  for,  sale  to the Investor at each of the Closings pursuant to this
Agreement  under  applicable securities or "Blue Sky" laws of such states of the
United  States,  as  reasonably  specified  by  the  Investor, and shall provide
evidence  of any such action so taken to the Investor on or prior to the Closing
Date.

(C)  REPORTING STATUS. Until one of the following occurs, the Company shall file
all  reports required to be filed with the SEC pursuant to the 1934 Act, and the
Company  shall  not  terminate its status, or take an action or fail to take any
action,  which  would terminate its status as a reporting company under the 1934
Act:  (i)  this  Agreement terminates pursuant to Section 9 and the Investor has
the  right  to  sell all of the Securities without restrictions pursuant to Rule
144(k)  promulgated under the 1933 Act, or such other exemption (ii) the date on
which  the  Investor  has  sold  all  the Securities and this Agreement has been
terminated  pursuant  to  Section  9.

(D)  USE  OF  PROCEEDS.  The  Company will use the proceeds from the sale of the
Shares  (excluding  amounts  paid  by  the  Company for fees as set forth in the
Transaction  Documents)  for  general corporate and working capital purposes and
acquisitions  or assets, businesses or operations or for other purposes that the
Board  of  Directors,  in  its good faith deem to be in the best interest of the
Company.

(E) FINANCIAL INFORMATION. During the Registration Period, the Company agrees to
make available to the Investor via EDGAR or other electronic means the following
documents  and  information  on the forms set forth: (I) within five (5) Trading
Days after the filing thereof with the SEC, a copy of its Annual Reports on Form
10-KSB,  its  Quarterly  Reports on Form 10-QSB, any Current Reports on Form 8-K
and  any  Registration  Statements or amendments filed pursuant to the 1933 Act;
(II)  copies of any notices and other information made available or given to the
shareholders  of  the  Company  generally,  contemporaneously  with  the  making
available  or  giving  thereof  to  the  shareholders;  and (III) within two (2)
calendar days of filing or delivery thereof, copies of all documents filed with,
and all correspondence sent to, the Principal Market, any securities exchange or
market,  or  the  National  Association of Securities Dealers, Inc., unless such
information  is  material  nonpublic  information.

(F) RESERVATION OF SHARES. The Company shall take all action necessary to at all
times  have  authorized,  and reserved for the purpose of issuance, a sufficient
number  of  shares of Common Stock to provide for the issuance of the Securities
to  the Investor as required hereunder. In the event that the Company determines
that  it  does not have a sufficient number of authorized shares of Common Stock
to  reserve  and  keep available for issuance as described in this Section 5(F),
the Company shall use all commercially reasonable efforts to increase the number
of  authorized  shares  of  Common Stock by seeking shareholder approval for the
authorization  of  such  additional  shares.

(G)  LISTING.  The Company shall promptly secure and maintain the listing of all
of  the Registrable Securities (as defined in the Registration Rights Agreement)
on  the  Principal  Market  and  each  other  national  securities  exchange and
automated  quotation  system, if any, upon which shares of Common Stock are then
listed (subject to official notice of issuance) and shall maintain, such listing
of  all Registrable Securities from time to time issuable under the terms of the
Equity  Line  Transaction  Documents.  Neither  the  Company  nor  any  of  its
Subsidiaries  shall take any action which would be reasonably expected to result
in  the  delisting  or  suspension  of  the Common Stock on the Principal Market
(excluding  suspensions  of  not  more  than  one (1) trading day resulting from
business  announcements  by  the Company). The Company shall promptly provide to
the  Investor  copies  of  any  notices  it  receives  from the Principal Market
regarding  the  continued  eligibility  of  the Common Stock for listing on such
automated  quotation  system  or  securities exchange. The Company shall pay all
fees  and  expenses  in  connection  with  satisfying its obligations under this
Section  5(G).

(H) TRANSACTIONS WITH AFFILIATES. The Company shall not, and shall cause each of
its  Subsidiaries not to, enter into, amend, modify or supplement, or permit any
Subsidiary  to  enter  into,  amend,  modify  or  supplement,  any  agreement,
transaction,  commitment  or  arrangement  with  any  of its or any Subsidiary's
officers,  directors,  persons who were officers or directors at any time during
the  previous two (2) years, shareholders who beneficially own 5% or more of the
Common Stock, or Affiliates or with any individual related by blood, marriage or
adoption  to  any such individual or with any entity in which any such entity or
individual  owns  a  5%  or  more  beneficial interest (each a "Related Party"),
except  for  (I)  customary  employment  arrangements  and  benefit  programs on
reasonable  terms, (II) any agreement, transaction, commitment or arrangement on
an arms-length basis on terms no less favorable than terms which would have been
obtainable  from  a  disinterested third party other than such Related Party, or
(III) any agreement, transaction, commitment or arrangement which is approved by
a  majority  of the disinterested directors of the Company. For purposes hereof,
any  director  who  is  also  an officer of the Company or any Subsidiary of the
Company  shall  not  be  a  disinterested  director  with  respect  to  any such
agreement,  transaction,  commitment  or  arrangement.  "Affiliate" for purposes
hereof  means,  with  respect  to any person or entity, another person or entity
that,  directly  or  indirectly,  (I)  has  a 5% or more equity interest in that
person  or  entity,  (II)  has  5%  or more common ownership with that person or
entity,  (III)  controls  that person or entity, or (IV) is under common control
with  that  person  or entity. "Control" or "Controls" for purposes hereof means
that  a  person  or  entity has the power, directly or indirectly, to conduct or
govern  the  policies  of  another  person  or  entity.

(I)  FILING  OF  FORM  8-K. On or before the date which is four (4) Trading Days
after  the  Execution  Date, the Company shall file a Current Report on Form 8-K
with  the SEC describing the terms of the transaction contemplated by the Equity
Line  Transaction Documents in the form required by the 1934 Act, if such filing
is  required.

(J)  CORPORATE  EXISTENCE.  The  Company  shall  use all commercially reasonable
efforts  to  preserve  and  continue  the  corporate  existence  of the Company.

(K) NOTICE OF CERTAIN EVENTS AFFECTING REGISTRATION; SUSPENSION OF RIGHT TO MAKE
A PUT. The Company shall promptly notify the Investor upon the occurrence of any
of  the  following  events  in  respect  of  a Registration Statement or related
prospectus  in  respect  of  an  offering  of the Securities: (I) receipt of any
request  for  additional  information  by  the SEC or any other federal or state
governmental  authority  during  the period of effectiveness of the Registration
Statement for amendments or supplements to the Registration Statement or related
prospectus;  (II)  the  issuance  by  the  SEC  or  any  other  federal or state
governmental  authority  of  any  stop order suspending the effectiveness of any
Registration  Statement  or  the initiation of any proceedings for that purpose;
(III)  receipt  of  any  notification  with  respect  to  the  suspension of the
qualification  or exemption from qualification of any of the Securities for sale
in  any  jurisdiction  or  the  initiation  or notice of any proceeding for such
purpose;  (IV)  the happening of any event that makes any statement made in such
Registration  Statement  or  related  prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect or
that  requires  the making of any changes in the Registration Statement, related
prospectus  or  documents  so  that, in the case of a Registration Statement, 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  not misleading, and that in the case of the related prospectus, 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  light  of  the  circumstances under which they were made, not
misleading; and (V) the Company's reasonable determination that a post-effective
amendment  to  the  Registration Statement would be appropriate, and the Company
shall  promptly  make  available to Investor any such supplement or amendment to
the related prospectus. The Company shall not deliver to Investor any Put Notice
during  the  continuation  of  any of the foregoing events in this Section 5(K).
(L)  REIMBURSEMENT.  If (I) the Investor becomes involved in any capacity in any
action,  proceeding  or investigation brought by any shareholder of the Company,
in  connection  with  or  as  a  result  of the consummation of the transactions
contemplated  by  the  Equity  Line Transaction Documents, or if the Investor is
impleaded  in  any such action, proceeding or investigation by any person (other
than  as  a  result of a breach of the Investor's representations and warranties
set  forth  in  this  Agreement);  or  (II) the Investor becomes involved in any
capacity  in  any action, proceeding or investigation brought by the SEC against
or  involving  the  Company  or  in  connection  with  or  as  a  result  of the
consummation  of  the  transactions  contemplated by the Equity Line Transaction
Documents  (other than as a result of a breach of the Investor's representations
and warranties set forth in this Agreement), or if this Investor is impleaded in
any  such  action,  proceeding  or investigation by any person, then in any such
case, the Company will reimburse the Investor for its reasonable legal and other
expenses  (including  the cost of any investigation and preparation) incurred in
connection  therewith,  as  such  expenses are incurred. In addition, other than
with  respect  to any matter in which the Investor is a named party, the Company
will  pay to the Investor the charges, as reasonably determined by the Investor,
for  the  time of any officers or employees of the Investor devoted to appearing
and  preparing  to  appear  as witnesses, assisting in preparation for hearings,
trials  or  pretrial  matters,  or otherwise with respect to inquiries, hearing,
trials,  and other proceedings relating to the subject matter of this Agreement.
The  reimbursement  obligations  of  the  Company under this section shall be in
addition  to  any  liability  which the Company may otherwise have, shall extend
upon  the  same  terms and conditions to any affiliates of the Investor that are
actually  named  in  such  action,  proceeding  or  investigation, and partners,
directors,  agents,  employees, attorneys, accountants, auditors and controlling
persons  (if  any),  as the case may be, of Investor and any such affiliate, and
shall be binding upon and inure to the benefit of any successors of the Company,
the  Investor  and  any  such  affiliate  and  any  such  person.

(M)  TRANSFER  AGENT.  Upon effectiveness of the Registration Statement, and for
so  long  as the Registration Statement is effective,  the Company shall deliver
instructions  to  its  transfer  agent  to issue Shares to the Investor that are
covered  for  resale  by the Registration Statement free of restrictive legends.

SECTION  6.  INTENTIONALLY  OMITTED

SECTION  7.  CONDITIONS  OF  THE  COMPANY'S  OBLIGATION  TO  SELL.
The  obligation hereunder of the Company to issue and sell the Securities to the
Investor is further subject to the satisfaction, at or before each Closing Date,
of  each  of  the following conditions set forth below. These conditions are for
the  Company's  sole benefit and may be waived by the Company at any time in its
sole  discretion.

(A)  The Investor shall have executed this Agreement and the Registration Rights
Agreement  and  delivered  the  same  to  the  Company.

(B)  The Investor shall have delivered to the Company the Purchase Price for the
Securities being purchased by the Investor between the end of the Pricing Period
and  the Closing Date via a Put Settlement Sheet (hereto attached as Exhibit D).
After  receipt  of  confirmation of delivery of such Securities to the Investor,
the  Investor,  by  wire transfer of immediately available funds pursuant to the
wire  instructions  provided by the Company will disburse the funds constituting
the  Purchase  Amount.

(C)  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  which  prohibits  the
consummation  of  any  of  the  transactions  contemplated  by  this  Agreement.

SECTION  8.  FURTHER  CONDITIONS  OF  THE  INVESTOR'S  OBLIGATION  TO  PURCHASE.
The  obligation  of  the Investor hereunder to purchase Shares is subject to the
satisfaction,  on  or  before  each  Closing  Date,  of  each  of  the following
conditions  set  forth  below.

(A)  The  Company  shall have executed the Equity Line Transaction Documents and
delivered  the  same  to  the  Investor.

(B)  The  Common Stock shall be authorized for quotation on the Principal Market
and  trading  in the Common Stock shall not have been suspended by the Principal
Market  or  the  SEC,  at  any time beginning on the date hereof and through and
including  the  respective  Closing Date (excluding suspensions of not more than
one  (1)  Trading  Day  resulting  from  business  announcements by the Company,
provided  that such suspensions occur prior to the Company's delivery of the Put
Notice  related  to  such  Closing).

(C)  The representations and warranties of the Company shall be true and correct
as of the date when made and as of the applicable Closing Date as though made at
that  time and the Company shall have performed, satisfied and complied with the
covenants,  agreements  and  conditions  required by the Equity Line Transaction
Documents  to  be  performed,  satisfied  or  complied with by the Company on or
before  such Closing Date. The Investor may request an update as of such Closing
Date  regarding  the  representation  contained  in  Section  4(C)  above.

(D)  The  Company  shall  have  executed  and  delivered  to  the  Investor  the
certificates  representing,  or have executed electronic book-entry transfer of,
the  Securities  (in  such  denominations  as  the Investor shall request) being
purchased  by  the  Investor  at  such  Closing.

(E)  The  Board  of  Directors  of  the  Company  shall have adopted resolutions
consistent  with Section 4(B)(II) above (the "Resolutions") and such Resolutions
shall  not  have  been  amended  or  rescinded  prior  to  such  Closing  Date.

(F)  Reserved

(G)  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  which  prohibits  the
consummation  of  any  of  the  transactions  contemplated  by  this  Agreement.
(H)  The  Registration  Statement shall be effective on each Closing Date and no
stop  order  suspending the effectiveness of the Registration statement shall be
in  effect  or  to  the  Company's  knowledge  shall  be  pending or threatened.
Furthermore, on each Closing Date (I) neither the Company nor the Investor shall
have  received  notice  that the SEC has issued or intends to issue a stop order
with  respect  to  such  Registration  Statement  or  that the SEC otherwise has
suspended  or withdrawn the effectiveness of such Registration Statement, either
temporarily  or  permanently,  or intends or has threatened to do so (unless the
SEC's concerns have been addressed and Investor is reasonably satisfied that the
SEC  no longer is considering or intends to take such action), and (II) no other
suspension  of  the  use or withdrawal of the effectiveness of such Registration
Statement  or  related  prospectus  shall  exist.

(I)  At  the  time  of  each  Closing,  the  Registration  Statement  (including
information  or  documents incorporated by reference therein) and any amendments
or supplements thereto shall 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  not  misleading  or  which  would require public
disclosure  or  an  update  supplement  to  the  prospectus.

(J)  If  applicable,  the  shareholders  of  the Company shall have approved the
issuance  of  any  Shares  in  excess  of  the  Maximum Common Stock Issuance in
accordance  with  Section  2(H)  or  the Company shall have obtained appropriate
approval pursuant to the requirements of Delaware law and the Company's Articles
of  Incorporation  and  By-laws.

(K)  The  conditions  to  such Closing set forth in Section 2(E) shall have been
satisfied  on  or  before  such  Closing  Date.

(L)  The  Company  shall  have certified to the Investor the number of Shares of
Common  Stock  outstanding  when  a  Put  Notice  is given to the Investor.  The
Company's  delivery  of  a  Put Notice to the Investor constitutes the Company's
certification of the existence of the necessary number of shares of Common Stock
reserved  for  issuance.

SECTION 9. TERMINATION. This Agreement shall terminate upon any of the following
events:

(I)  when  the  Investor  has  purchased  an aggregate of Twenty Million dollars
($20,000,000) in the Common Stock of the Company pursuant to this Agreement; or,
(II)  on  the  date  which  is  eighteen  (18)  months after the Effective Date.

SECTION  10.  SUSPENSION

This  Agreement  shall  be suspended upon any of the following events, and shall
remain  suspended  until  such  event  is  rectified:

     (I)  the trading of the Common Stock is suspended by the SEC, the Principal
Market  or  the NASD for a period of two (2) consecutive Trading Days during the
Open  Period;  or,

     (II)  The Common Stock ceases to be registered under the 1934 Act or listed
or  traded  on  the Principal Market.  Immediately upon the occurrence of one of
the  above-described events, the Company shall send written notice of such event
to  the  Investor.

SECTION  11.  INDEMNIFICATION.

In  consideration of the parties mutual obligations set forth in the Transaction
Documents, each of the parties (in such capacity, an "Indemnitor") shall defend,
protect,  indemnify  and  hold  harmless  the other and all of the other party's
shareholders,  officers,  directors,  employees, counsel, and direct or indirect
investors  and  any  of  the  foregoing person's agents or other representatives
(including,  without  limitation,  those  retained  in  connection  with  the
transactions  contemplated  by this Agreement) (collectively, the "Indemnitees")
from  and  against any and all actions, causes of action, suits, claims, losses,
costs,  penalties,  fees,  liabilities  and  damages, and reasonable expenses in
connection  therewith (irrespective of whether any such Indemnitee is a party to
the  action  for  which  indemnification  hereunder  is  sought),  and including
reasonable  attorneys'  fees  and disbursements (the "Indemnified Liabilities"),
incurred by any Indemnitee as a result of, or arising out of, or relating to (I)
any  misrepresentation  or  breach of any representation or warranty made by the
Indemnitor  or any other certificate, instrument or document contemplated hereby
or  thereby;  (II)  any  breach  of any covenant, agreement or obligation of the
Indemnitor  contained  in  the  Transaction  Documents or any other certificate,
instrument  or  document  contemplated  hereby or thereby; or (III) any cause of
action,  suit  or claim brought or made against such Indemnitee by a third party
and  arising  out  of  or resulting from the execution, delivery, performance or
enforcement of the Transaction Documents or any other certificate, instrument or
document  contemplated  hereby  or  thereby,  except  insofar  as  any  such
misrepresentation,  breach  or  any  untrue statement, alleged untrue statement,
omission  or  alleged  omission  is made in reliance upon and in conformity with
information  furnished  to  Indemnitor which is specifically intended for use in
the  preparation  of  any  such  Registration Statement, preliminary prospectus,
prospectus  or  amendments  to  the prospectus. To the extent that the foregoing
undertaking  by  the  Indemnitor  may  be  unenforceable  for  any  reason,  the
Indemnitor  shall  make the maximum contribution to the payment and satisfaction
of  each  of  the  Indemnified Liabilities which is permissible under applicable
law. The indemnity provisions contained herein shall be in addition to any cause
of  action  or  similar  rights  Indemnitor  may  have,  and any liabilities the
Indemnitor  or  the  Indemnitees  may  be  subject  to.

SECTION  12.  GOVERNING  LAW;  DISPUTES  SUBMITTED  TO  ARBITRATION.

     All  disputes  arising  under  this  agreement  shall  be  governed  by and
interpreted  in  accordance  with the laws of the Commonwealth of Massachusetts,
without regard to principles of conflict of laws.  The parties to this agreement
will  submit all disputes arising under this agreement to arbitration in Boston,
Massachusetts before a single arbitrator of the American Arbitration Association
("AAA").  The  arbitrator  shall  be selected by application of the rules of the
AAA, or by mutual agreement of the parties, except that such arbitrator shall be
an  attorney  admitted to practice law in the Commonwealth of Massachusetts.  No
party  to  this agreement will challenge the jurisdiction or venue provisions as
provided  in  this  section.  No  party  to  this  agreement  will challenge the
jurisdiction or venue provisions as provided in this section.  Nothing contained
herein  shall  prevent  the  party  from  obtaining  an  injunction.

(B)  LEGAL  FEES;  AND  MISCELLANEOUS FEES. Except as otherwise set forth in the
Transaction  Documents,  each  party  shall  pay  the  fees  and expenses of its
advisers,  counsel,  the  accountants  and  other experts, if any, and all other
expenses  incurred  by  such  party  incident  to  the negotiation, preparation,
execution,  delivery  and performance of this Agreement. Any attorneys' fees and
expenses  incurred  by either the Company or the Investor in connection with the
preparation,  negotiation,  execution  and  delivery  of  any amendments to this
Agreement  or  relating to the enforcement of the rights of any party, after the
occurrence  of any breach of the terms of this Agreement by another party or any
default  by another party in respect of the transactions contemplated hereunder,
shall  be  paid  on  demand  by  the  party  which breached the Agreement and/or
defaulted,  as  the case may be. The Company shall pay all stamp and other taxes
and  duties  levied  in  connection  with  the  issuance  of  any  Securities.

(C)  COUNTERPARTS.  This  Agreement  may  be  executed  in two or more identical
counterparts,  all  of  which 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;  provided  that a facsimile signature shall be
considered  due  execution  and shall be binding upon the signatory thereto with
the  same  force  and  effect  as  if  the signature were an original signature.

(D)  HEADINGS;  SINGULAR/PLURAL.  The  headings  of  this  Agreement  are  for
convenience  of  reference  and  shall  not  form  part  of,  or  affect  the
interpretation  of,  this  Agreement.  Whenever  required by the context of this
Agreement, the singular shall include the plural and masculine shall include the
feminine.

(E)  SEVERABILITY.  If  any  provision  of  this  Agreement  shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that
jurisdiction  or  the  validity  or  enforceability  of  any  provision  of this
Agreement  in  any  other  jurisdiction.

(F)  ENTIRE AGREEMENT; AMENDMENTS. This Agreement is the FINAL AGREEMENT between
the  Company and the Investor with respect to the terms and conditions set forth
herein,  and, the terms of this Agreement may not be contradicted by evidence of
prior,  contemporaneous,  or  subsequent  oral  agreements  of  the Parties.  No
provision  of  this  Agreement  may  be  amended  other than by an instrument in
writing  signed  by the Company and the Investor, and no provision hereof may be
waived  other  than by an instrument in writing signed by the party against whom
enforcement  is  sought.   The  execution  and  delivery  of  the  Equity  Line
Transaction  Documents  shall  not  alter  the  force  and  effect  of any other
agreements  between  the  Parties,  and  the obligations under those agreements.
(G)  NOTICES.  Any  notices  or other communications required or permitted to be
given under the terms of this Agreement must be in writing and will be deemed to
have  been  delivered  (I)  upon  receipt,  when delivered personally; (II) upon
receipt,  when  sent  by  facsimile  (provided  confirmation  of transmission is
mechanically or electronically generated and kept on file by the sending party);
or  (III)  one  (1)  day  after  deposit  with a nationally recognized overnight
delivery  service,  in  each case properly addressed to the party to receive the
same.  The  addresses  and  facsimile  numbers for such communications shall be:
IF  TO  THE  COMPANY:

Myriad  Entertainment  &  Resorts,  Inc.
10050-112  Street,  10th  Floor,  Suite  1000
Edmonton,  Alberta  CANADA  T5K  2J1
Telephone:  (780)  431-0086
Facsimile:


IF  TO  THE  INVESTOR:

Dutchess  Private  Equities  Fund,  LP,
50  Commonwealth  Avenue,  Suite  2
Boston,  MA  02116
Telephone:  617-301-4700
Facsimile:  617-249-0947


Each  party  shall provide five (5) days prior written notice to the other party
of  any  change  in  address  or  facsimile  number.

(H)  NO  ASSIGNMENT.  This  Agreement  may  not  be  assigned.

(I)  NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of
the  parties  hereto and is not for the benefit of, nor may any provision hereof
be  enforced by, any other person, except that the Company acknowledges that the
rights  of  the  Investor  may  be  enforced  by  its  general  partner.

(J) SURVIVAL. The representations and warranties of the Company and the Investor
contained  in  Sections  2  and  3,  the  agreements  and covenants set forth in
Sections  4  and  5, and the indemnification provisions set forth in Section 11,
shall  survive  each  of  the  Closings  and  the termination of this Agreement.

 (K)  PUBLICITY.  The  Company and the Investor shall consult with each other in
issuing any press releases or otherwise making public statements with respect to
the  transactions  contemplated  hereby  and no party shall issue any such press
release or otherwise make any such public statement without the prior consent of
the  other  party,  which consent shall not be unreasonably withheld or delayed,
except that no prior consent shall be required if such disclosure is required by
law,  in which such case the disclosing party shall provide the other party with
prior  notice  of  such  public  statement.  Notwithstanding  the foregoing, the
Company  shall  not publicly disclose the name of the Investor without the prior
consent  of  the  Investor,  except  to the extent required by law. The Investor
acknowledges  that  this  Agreement and all or part of the Transaction Documents
may  be  deemed  to  be  "material  contracts"  as  that term is defined by Item
601(b)(10)  of Regulation S-B, and that the Company may therefore be required to
file  such  documents  as  exhibits  to reports or registration statements filed
under the 1933 Act or the 1934 Act.  The Investor further agrees that the status
of such documents and materials as material contracts shall be determined solely
by  the  Company,  in  consultation  with  its  counsel.

(L) FURTHER ASSURANCES. Each party shall do and perform, or cause to be done and
performed,  all  such further acts and things, and shall execute and deliver all
such  other  agreements,  certificates,  instruments and documents, as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

(M)  PLACEMENT  AGENT.  The  Company  agrees  to pay _____________, a registered
broker  dealer ____ percent (__%) of the Put Amount on each draw toward the fee.
The  Investor  shall have no obligation with respect to any fees or with respect
to  any  claims  made by or on behalf of other persons or entities for fees of a
type  contemplated  in  this  Section  that  may  be  due in connection with the
transactions  contemplated  by  the  Transaction  Documents.  The  Company shall
indemnify  and hold harmless the Investor, their employees, officers, directors,
agents,  and  partners,  and  their  respective affiliates, from and against all
claims,  losses,  damages,  costs  (including  the  costs  of  preparation  and
attorney's  fees)  and  expenses  incurred  in  respect  of  any such claimed or
existing  fees,  as  such  fees  and  expenses  are  incurred.

(N)  NO  STRICT CONSTRUCTION. The language used in this Agreement will be deemed
to  be the language chosen by the parties to express their mutual intent, and no
rules  of  strict construction will be applied against any party, as the parties
mutually  agree  that  each  has  had a full and fair opportunity to review this
Agreement  and  seek  the  advice  of  counsel  on  it.

(O)  REMEDIES. The Investor shall have all rights and remedies set forth in this
Agreement  and  the  Registration  Rights  Agreement and all rights and remedies
which  such  holders  have been granted at any time under any other agreement or
contract  and all of the rights which the Investor has by law. Any person having
any  rights  under  any provision of this Agreement shall be entitled to enforce
such  rights specifically (without posting a bond or other security), to recover
damages  by  reason of any default or breach of any provision of this Agreement,
including  the  recovery of reasonable attorneys fees and costs, and to exercise
all  other  rights  granted  by  law.

(P)  PAYMENT  SET  ASIDE.  To  the  extent  that  the Company makes a payment or
payments to the Investor hereunder or under the Registration Rights Agreement or
the  Investor enforces or exercises its rights hereunder or thereunder, and such
payment  or payments or the proceeds of such enforcement or exercise or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set  aside,  recovered from, disgorged by or are required to be refunded, repaid
or  otherwise  restored  to the Company, a trustee, receiver or any other person
under  any  law  (including,  without  limitation,  any bankruptcy law, state or
federal law, common law or equitable cause of action), then to the extent of any
such  restoration  the  obligation  or  part  thereof  originally intended to be
satisfied  shall  be  revived  and continued in full force and effect as if such
payment  had  not  been  made  or  such  enforcement or setoff had not occurred.

(Q)  PRICING  OF  COMMON STOCK. For purposes of this Agreement, the bid price of
the  Common  Stock  shall  be  as  reported  on  Bloomberg.

SECTION  13.  NON-DISCLOSURE  OF  NON-PUBLIC  INFORMATION.

(a)  The  Company shall not disclose non-public information to the Investor, its
advisors,  or  its  representatives.

(b)  Nothing herein shall require the Company to disclose non-public information
to  the  Investor or its advisors or representatives, and the Company represents
that  it  does  not  disseminate  non-public  information  to  any investors who
purchase  stock  in  the  Company  in a public offering, to money managers or to
securities  analysts, provided, however, that notwithstanding anything herein to
the  contrary, the Company will, as hereinabove provided, immediately notify the
advisors  and  representatives of the Investor and, if any, underwriters, of any
event  or  the existence of any circumstance (without any obligation to disclose
the  specific  event  or  circumstance)  of which it becomes aware, constituting
non-public  information (whether or not requested of the Company specifically or
generally  during  the  course  of  due  diligence by such persons or entities),
which, if not disclosed in the prospectus included in the Registration Statement
would  cause  such  prospectus  to  include a material misstatement or to omit a
material  fact  required  to  be stated therein in order to make the statements,
therein,  in light of the circumstances in which they were made, not misleading.
Nothing  contained  in  this  Section  13  shall  be construed to mean that such
persons  or entities other than the Investor (without the written consent of the
Investor  prior  to  disclosure  of  such information) may not obtain non-public
information  in  the  course  of conducting due diligence in accordance with the
terms  of  this  Agreement  and nothing herein shall prevent any such persons or
entities  from  notifying  the  Company  of their opinion that based on such due
diligence  by such persons or entities, that the Registration Statement contains
an  untrue  statement  of  material fact or omits a material fact required to be
stated  in  the  Registration  Statement  or  necessary  to  make the statements
contained  therein,  in  light of the circumstances in which they were made, not
misleading.

                                      * * *

<PAGE>

SIGNATURE  PAGE  OF  INVESTMENT  AGREEMENT
Your  signature  on  this Signature Page evidences your agreement to be bound by
the terms and conditions of the Investment Agreement and the Registration Rights
Agreement  as  of  the  date  first  written  above.

The  undersigned signatory hereby certifies that he has read and understands the
Investment  Agreement,  and  the representations made by the undersigned in this
Investment Agreement are true and accurate, and agrees to be bound by its terms.

DUTCHESS  PRIVATE  EQUITIES  FUND,  L.P.
BY  ITS  GENERAL  PARTNER,
DUTCHESS  CAPITAL  MANAGEMENT,  LLC

By:  /s/  Douglas  H.  Leighton
     --------------------------
Douglas  H.  Leighton,  Managing  Member


MYRIAD  ENTERTAINMENT  &  RESORTS,  INC.

By:  /s/  Scott  Hawrelechko
     -----------------------
Scott  Hawrelechko,  Chief  Executive  Officer

<PAGE>

LIST  OF  EXHIBITS
------------------

EXHIBIT  A               Registration  Rights  Agreement
EXHIBIT  B               Opinion  of  Company's  Counsel
EXHIBIT  C               Put  Notice
EXHIBIT  D               Put  Settlement  Sheet

<PAGE>

LIST  OF  SCHEDULES
-------------------

SCHEDULE  4(A)  SUBSIDIARIES

EXHIBIT  A

EXHIBIT  B
FORM  OF  NOTICE  OF  EFFECTIVENESS
OF  REGISTRATION  STATEMENT
                                             Date:  __________
[TRANSFER  AGENT]

     Re:  ,Myriad  Entertainment  &  Resorts,  Inc.
        -------------------------------------------

Ladies  and  Gentlemen:

     We  are  counsel  to  Myriad  Entertainment  &  Resorts,  Inc.,  a Delaware
                           -----------------------------------------
corporation (the "Company"), and have represented the Company in connection with
that  certain  Investment Agreement (the "Investment Agreement") entered into by
and  among  the Company and _________________________ (the "Holder") pursuant to
which  the  Company  has  agreed  to issue to the Holder shares of the Company's
common  stock,  $.001  par value per share (the "Common Stock") on the terms and
conditions  set  forth  in  the Investment Agreement. Pursuant to the Investment
Agreement,  the  Company  also  has entered into a Registration Rights Agreement
with  the  Holder  (the  "Registration  Rights Agreement") pursuant to which the
Company  agreed,  among other things, to register the Registrable Securities (as
defined  in  the  Registration Rights Agreement), including the shares of Common
Stock issued or issuable under the Investment Agreement under the Securities Act
of  1933,  as  amended  (the  "1933  Act").  In  connection  with  the Company's
obligations  under the Registration Rights Agreement, on ____________ ___, 2006,
the  Company  filed  a  Registration  Statement  on  Form  S-  ___  (File  No.
333-________)  (the  "Registration  Statement") with the Securities and Exchange
Commission  (the  "SEC")  relating to the Registrable Securities which names the
Holder  as  a  selling  shareholder  thereunder.

     In connection with the foregoing, we advise you that [a member of the SEC's
staff  has  advised  us by telephone that the SEC has entered an order declaring
the  Registration  Statement  effective]  [the Registration Statement has become
effective] under the 1933 Act at [enter the time of effectiveness] on [enter the
                                  -------------------------------      ---------
date  of  effectiveness]  and  to  the  best  of our knowledge, after telephonic
-----------------------
inquiry  of  a  member  of  the  SEC's  staff,  no  stop  order  suspending  its
effectiveness  has  been  issued and no proceedings for that purpose are pending
before,  or  threatened by, the SEC and the Registrable Securities are available
for  resale  under  the  1933  Act  pursuant  to  the  Registration  Statement.

                                   Very  truly  yours,

                                   [Company  Counsel]

<PAGE>

EXHIBIT  C

Date:
RE:  Put  Notice  Number  __

Dear  Mr.  Leighton,

This  is to inform you that as of today, Myriad Entertainment & Resorts, Inc., a
Delaware  corporation  (the  "Company"),  hereby  elects  to  exercise its right
pursuant  to the Investment Agreement to require Dutchess Private Equities Fund,
LP  to  purchase  shares of its common stock. The Company hereby certifies that:
The  amount  of  this  put  is  $__________.
The  Pricing  Period  runs  from  ________  until  _______.
The  current  number  of  shares  issued  and outstanding as of the Company are:

<PAGE>

The number of shares currently available for issuance on the SB-2 for the Equity
Line  are:
_________________________

Regards,

_____________
Scott  Hawrelechko,  CEO
Myriad  Entertainment  &  Resorts,  Inc.

<PAGE>

EXHIBIT  D

PUT  SETTLEMENT  SHEET

Date:

Dear  Mr.  Hawrelechko,

Pursuant  to  the  Put given by Myriad Entertainment & Resorts, Inc. to Dutchess
Private Equities Fund, L.P. on _________________ 200_, we are now submitting the
amount  of  common  shares  for  you  to  issue  to  Dutchess.
Please  have  a  certificate  bearing  no restrictive legend totaling __________
shares  issued  to  Dutchess  Private Equities Fund, LP immediately and send via
DWAC  to  the  following  account:
XXXXXX

If  not  DWAC  eligible,  please  send  FedEx  Priority  Overnight  to:
XXXXXX

Once  these  shares  are  received  by  us,  we will have the funds wired to the
Company.

Regards,

Douglas  H.  Leighton



    DATE                    PRICE
Date  of  Day  1     Closing  Bid  of  Day  1
Date  of  Day  2     Closing  Bid  of  Day  2
Date  of  Day  3     Closing  Bid  of  Day  3
Date  of  Day  4     Closing  Bid  of  Day  4
Date  of  Day  5     Closing  Bid  of  Day  5






LOWEST  1  (ONE)  CLOSING  BID  IN  PRICING  PERIOD

                                             ------------

PUT  AMOUNT
                                             ------------

AMOUNT  WIRED  TO  COMPANY
                                             ------------

PURCHASE  PRICE  (93)%  (NINETY-THREE  PERCENT))
                                             ------------

AMOUNT  OF  SHARES  DUE
                                             ------------

The  undersigned has completed this Put as of this ___th day of _________, 200_.
MYRIAD  ENTERTAINMENT  &  RESORTS,  INC.
______________________________

SCOTT  HAWRELECHKO,  CEO

<PAGE>

SCHEDULE  4(C)  CAPITALIZATION

SCHEDULE  4(E)  CONFLICTS

SCHEDULE  4(G)  MATERIAL  CHANGES

SCHEDULE  4(H)  LITIGATION

SCHEDULE  4(L)  INTELLECTUAL  PROPERTY

SCHEDULE  4(N)  LIENS

SCHEDULE  4(T)  CERTAIN  TRANSACTIONS