Unassociated Document


    INVESTMENT
      AGREEMENT

     

    INVESTMENT
      AGREEMENT (this "AGREEMENT"), dated as of May 30, 2006 by and between USCorp
      a
      Nevada 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 Ten Million dollars ($10,000,000) to
      purchase the Company's Common Stock, $.01 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 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 Put Notice
      Date.

    


    “Common
      Stock”
shall
      have the meaning set forth in the preamble of this 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).

    


    “Equity
      Line Transaction Documents”
shall
      mean this Agreement, the Registration Rights Agreement.

    


    “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 Agreement.

    


    “Material
      Adverse Effect”
shall
      have the meaning specified in Section 4(a).

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    “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 seventy-five percent (75%) 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 thirty-six (36) 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 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-five percent (95%) 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.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    “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(G).

    


    “Repurchase
      Adjustment Amounts”

    


    “Resolution”
shall
      have the meaning specified in Section 8(E).

    


    “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.

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    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 Ten Million dollars ($10,000,000).

     

    (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-five percent (95%) of the lowest
      closing Best Bid price of the Common Stock during the Pricing Period.


     

    (C)
      COMPANY’S RIGHT TO WITHDRAW. 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;


     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    (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.):
      

     

    
      
         

      

      
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                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 Open Market
      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.

     

    
      
         

      

      
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    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 promulgated under the 1933 Act.


     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    (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 Nevada,
      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). 

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    (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 "Equity Line
      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 550,000,000 shares of Class A Common Stock, $.01 par value
      per share, of which as of December 31, 2005, 33,756,461 shares are issued and
      outstanding, with an additional 835,000 shares issued during Q1 of 2006;
      10,000,000 shares of Series A Preferred Stock authorized with no shares issued
      or outstanding, 50,000,000 shares of Series B Preferred Stock with 155,000
      shared issued or outstanding and as of December 31, 2005, 155,000 outstanding
      Common Stock warrants. Further, the Company has authorized 250,000,000 shares
      of
      non-voting Class B Common Shares, $0.001 par value per share, of which 5,000,000
      are issued and outstanding. All 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. 

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    (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. 

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    (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.


     

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    (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. 

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    (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. 

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    (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. 

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    (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. 

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    (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.
      

     

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    (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. 

     

    
      
         

      

      
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    (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.

    


    
      
         

      

      
        19

        
          

        

      

      
         

      

    

    (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). 

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

    (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 (except for (l) representations and warranties that speak as of a specific
      date and (II) with respect to the representations made in Section 4(g), (h)
      and
      (j) and the third sentence of Section 4(k) hereof, events which occur on or
      after the date of this Agreement and are disclosed in SEC filings made by the
      Company at least ten (10) Trading Days prior to the Applicable Put Notice Date)
      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. 

    


    
      
         

      

      
        21

        
          

        

      

      
         

      

    

    (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 Nevada 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 Ten Million dollars ($10,000,000)
      in
      the Common Stock of the Company pursuant to this Agreement; or,

     

     

    (II)
      on
      the date which is thirty-six (36) 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.

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

    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.

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

    (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: 

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

    If
      to the Company:

    


    USCorp

    4535
      W.
      Sahara Ave.,, Suite 204

    Las
      Vegas, NV 89102

    Telephone:
      (702) 933-4034

    Facsimile:
      (702) 933-4035

    


    


    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. 

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

    (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. 

     

    
      
         

      

      
        26

        
          

        

      

      
         

      

    

     

    (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. 

     

    
      
         

      

      
        27

        
          

        

      

      
         

      

    

     

     

    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 

     

    


    


    USCorp

     

    By:/s/
      Robert Dultz 

     

    Robert
      Dultz, Chief Executive Officer 

     

     

    
      
         

      

      
        28

        
          

        

      

      
         

      

    

      

     

    LIST
      OF EXHIBITS 

    
 

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

            	 	Put Settlement
              Sheet


    

    
    

     

     


    


    
      
         

      

      
        29

        
          

        

      

      
         

      

    

    


     

    


    LIST
      OF SCHEDULES 

    


     

    Schedule
      4(a) Subsidiaries 

     

     

    


     

     

    


    
      
         

      

      
        30

        
          

        

      

      
         

      

    

     

     

    EXHIBIT
      A 

    


    


    


    


    


    


    


    


    


    


    
      
         

      

      
        31

        
          

        

      

      
         

      

    

    


     

    EXHIBIT
      B 

    


    


    FORM
      OF
      NOTICE OF EFFECTIVENESS 

    OF
      REGISTRATION STATEMENT

    
      
        	 	Date:
                __________


      

    

     

    [TRANSFER
      AGENT]

    


    Re: USCorp.

    


    Ladies
      and Gentlemen:

    


    We
      are
      counsel to USCorp,
      a Nevada
      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, $.01 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]

    


     

    
      
         

      

      
        32

        
          

        

      

      
         

      

    

    EXHIBIT
      C

     

    Date:
      

     

     

    RE:
      Put
      Notice Number __ 

     

    Dear
      Mr.
      Leighton, 

     

     

    This
      is
      to inform you that as of today, USCorp, a Nevada 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:


     

     

      
        

      

    

     

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

     

    


    Regards,
      

     

    
      

    

    ___________________

    Robert
      Dultz, CEO

    USCorp
      

    


    


    
      
         

      

      
        33

        
          

        

      

      
         

      

    

     

    EXHIBIT
      D

    PUT
      SETTLEMENT SHEET 

     

    Date:
      

     

    Dear
      Mr.
      Dultz, 

     

    Pursuant
      to the Put given by USCorp 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 

     

    
      
         

      

      
        34

        
          

        

      

      
         

      

    

    

      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 (95)% (NINETY-FIVE PERCENT))

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

                   

                  AMOUNT
                    OF SHARES DUE

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

                

              	 


      

       

    

    The
      undersigned has completed this Put as of this ___th day of _________, 200_.
      

     

     

    USCORP

     

    ______________________________

    


    Robert
      Dultz, CEO 

    
 

    
      
         

      

      
        35

        
          

        

      

      
         

      

    

    


     

    SCHEDULE
      4(c) CAPITALIZATION 

    


    


    
      
         

      

      
        36

        
          

        

      

      
         

      

    

    


    


     

    


    SCHEDULE
      4(e) CONFLICTS 

    


    


    
      
         

      

      
        37

        
          

        

      

      
         

      

    

     

     

    SCHEDULE
      4(g) MATERIAL CHANGES 

    


    


    


    


    
      
         

      

      
        38

        
          

        

      

      
         

      

    

     

     

    SCHEDULE
      4(h) LITIGATION 

    


    


    


    


    


    


    


    
      
         

      

      
        39

        
          

        

      

      
         

      

    

     

    


    SCHEDULE
      4(l) INTELLECTUAL PROPERTY 

    


    


    


    


    


    


    


    
      
         

      

      
        40

        
          

        

      

      
         

      

    

     

     

    SCHEDULE
      4(n) LIENS 

    


    


    


    


    


    


    


    


    


    
      
         

      

      
        41

        
          

        

      

      
         

      

    

     

     

     

    SCHEDULE
      4(t) CERTAIN TRANSACTIONS 

    


    


    


    


    
      
         

      

      
        42