Exhibit 10.1




CONTINUOUS INVESTMENT AGREEMENT

CONTINUOUS INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of April 16, 2012
by and between MMRGLOBAL, INC. a Delaware corporation (the "Company"), and Granite State Capital, LLC, a Delaware
Limited Liability Company (the "Investor"). 

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Investor
shall invest up to fifteen million dollars ($15,000,000) to purchase the Company's Common Stock with .001 par value per share (the
"Common Stock"); 

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

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

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




SECTION 1.   DEFINITIONS. 

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

"1933 Act" shall have the meaning set forth in the recitals of this Agreement. 

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

"AAA" shall have the meaning specified in Section 11.

"Affiliate" shall have the meaning specified in Section 4(H). 

"Agreement" shall mean this Investment Agreement. 

"Articles of Incorporation" shall have the meaning specified in Section 3(C). 

"By-laws" shall have the meaning specified in Section 3(C). 

"CIA" shall mean Continuous Investment Agreement.


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"CIA 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 8, below. 

 "Closing" shall have the meaning specified in Section 6(E). 

"Closing Date" shall have the meaning specified in Section 6(E). 

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

"Company" shall have the meaning set forth in the preamble of this Agreement.

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

"Draw" shall have the meaning set forth in Section 6(B) hereof. 

"Draw Amount" shall have the meaning set forth in Section 6(B) hereof.   

"Draw Notice" shall mean a written notice in the form attached hereto as Exhibit C, sent to
the Investor by the Company stating the Draw 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. 

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

"Draw Restriction" shall mean the days during the Pricing Period. During this time, the
Company shall not be entitled to deliver another Draw Notice. 

"Draw Shares Due" shall have the meaning specified in Section 6(G). 

 "DTC" shall have the meaning specified in Section 6(E).

"DWAC" shall have the meaning specified in Section 6(E).

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

"CIA Transaction Documents" shall mean this Agreement and the Registration Rights
Agreement. 

"FAST" shall have the meaning specified in Section 6(E).

"Indemnities" shall have the meaning specified in Section 10. 

"Indemnified Liabilities" shall have the meaning specified in Section 10. 


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"Indemnitor" shall have the meaning specified in Section 10. 

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

"Material Adverse Effect" shall have the meaning specified in Section 3(A). 

"Maximum Common Stock Issuance" shall have the meaning specified in Section 6(F).


 "Open Market Adjustment Amount" shall have the meaning specified in Section 6(G). 

"Open Market Share Purchase" shall have the meaning specified in Section 6(G). 

"Pricing Period" shall mean the five (5) consecutive Trading Days beginning on the Draw
Notice Date and ending on and including the date that is four (4) Trading Days after such Draw Notice Date. 

"Principal Market" shall mean the Nasdaq Capital Market, the NYSE Amex, the New York
Stock Exchange, the Nasdaq Global Market, the Nasdaq Global Select Market or the OTC Bulletin Board, 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 daily VWAP (as
defined herein) of the Common Stock during the Pricing Period.  

 "Registration Rights Agreement" shall have the meaning set forth in the recitals of this
Agreement. 

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

"Related Party" shall have the meaning specified in Section 4(H). 

"Resolutions" shall have the meaning specified in Section 7(E). 

"SEC" shall mean the U.S. Securities & Exchange Commission. 

"SEC Documents" shall have the meaning specified in Section 3(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. 

"Subsequent Purchasers" shall have the meaning specified in Section 6(I).

"Subsidiaries" shall have the meaning specified in Section 3(A).

"Suspension Price" shall have the meaning specified in Section 6(C). 


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 "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 Boston Time. 

 "VWAP" shall mean the volume weighted average price during a Trading Day. 


SECTION 2.   INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS.  The Investor represents and
warrants to the Company, and covenants, that:  



	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 (1) evaluating the merits and risks of an investment in the Securities and making an informed investment decision; (2)
protecting its own interest; and (3) bearing the economic risk of such investment for an indefinite period of time. 


	AUTHORIZATION; ENFORCEMENT. The Investor has the requisite power and authority to enter into and
perform this Agreement and the Registration Rights Agreement. The execution and delivery of the CIA Transaction Documents by the
Investor and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by the
Investor's general partners and no further consent or authorization is required by its partners. 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. 


	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,
during the term of this Agreement.  


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


	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 (1) result in a violation of the
partnership agreement or other organizational documents of the Investor, (2) 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 Investor is a party, or to the Investor'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) applicable to the Investor or by which any property or asset
of the Investor is bound or affected.  


	NO VIOLATIONS. Except as disclosed in Schedule 3(f), the Investor is not in
violation of any term of, or in default under, the partnership agreement of other organizational documents of the Investor or any material
contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation
applicable to the Investor, except for conflicts, defaults, terminations, amendments, accelerations, cancellations and violations that
would not, individually or in the aggregate, constitute or reasonably be expected to constitute a material adverse effect on the Investor.



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The business of the Investor 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 violations the sanctions
for which either, individually or in the aggregate, would not have or reasonably be expected to have a material adverse effect on the
Investor.  Except as specifically contemplated by this Agreement and as required under the 1933 Act or any securities laws of any
states, to the Investor's knowledge, the Investor 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) 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 CIA Transaction Documents in accordance with the terms hereof or thereof except
for those consents, authorizations, permits, orders or filings as 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 3(f), the Investor is unaware of any facts or circumstances
which might give rise to any violation or default set forth in this Section 2(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. 


	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). 


	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.  


	GOOD STANDING.  The Investor is a Limited Liability Company, duly organized, validly existing and in
good standing in the state of Delaware. 


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

SECTION 3.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  Except as
set forth in the Schedules attached hereto, or as disclosed in the Company's SEC Documents, the Company represents and warrants
to the Investor that:  



	ORGANIZATION AND QUALIFICATION. The Company is a corporation duly
organized and validly existing in good standing under the laws of the State of Delaware, USA 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 (1) the properties, assets, operations, results of operations, or financial
condition of the Company and its Subsidiaries, if any, taken as a whole, (2) the transactions contemplated hereby or by the agreements
and instruments to be entered into in connection herewith, or (3) the authority or ability of the Company to perform its obligations under
the CIA Transaction Documents other than as a result of (a) changes adversely affecting the United States economy (so long as the
Company is not disproportionately affected thereby), (b) changes



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adversely affecting the industry in which the Company operates (so
long as the Company is not disproportionately affected thereby), (c) the announcement or consummation of the transactions
contemplated by this Agreement, and (d) changes in the market price of the Common Stock.  



	AUTHORIZATION; ENFORCEMENT; COMPLIANCE WITH OTHER INSTRUMENTS.  



	The Company has the requisite corporate power and authority to enter into and perform the CIA
Transaction Documents, and to perform its obligations contemplated hereby and thereby. 


	The execution and delivery of the CIA 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.



	The CIA Transaction Documents have been duly and validly executed and delivered by the Company.



	The CIA 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.  


	CAPITALIZATION. As of the date hereof, the authorized capital stock of the
Company consists of 650,000,000 shares of Common Stock with .001 par value per share, of as of March 14, 2012, 370,150,986
shares were issued and outstanding.  Except as disclosed in the Company's publicly available filings with the SEC: (1) 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); (2) there are no outstanding securities of the Company or
any of its Subsidiaries which contain any redemption or similar provisions; (3) 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; and (4) 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 the SEC's EDGAR website
to, true and correct copies of the Company's Articles of Incorporation, as amended and in effect on the date hereof (the "Articles
of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"). 


	ISSUANCE OF SHARES. The Company has reserved 100,000,000 Shares for issuance pursuant to this
Agreement, which have been duly authorized and reserved for issuance (subject to adjustment pursuant to the Company's covenant set
forth in Section 4(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.  

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	NO CONFLICTS. The execution, delivery and performance of the CIA
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 Articles 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) 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 Articles 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. 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 CIA 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 violation or default of
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. 



	SEC DOCUMENTS; FINANCIAL STATEMENTS. As of the date hereof, the Company has filed all periodic
reports, schedules and, statements 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 the SEC's EDGAR website to, true and complete copies of the
SEC Documents. As of their respective filing dates, none of the SEC Documents 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, and audited by a firm that is a member 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



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which is not included in the
SEC Documents, including, without limitation, information referred to in Section 3(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. 




	ABSENCE OF CERTAIN CHANGES. 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. 



	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.



	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 CIA 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 CIA 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 CIA 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 CIA Transaction Documents has been based solely on the independent evaluation by the
Company and its representatives. 



	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. 



	EMPLOYEE RELATIONS 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.




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	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. 



	ENVIRONMENTAL LAWS. The Company and its Subsidiaries (I) are, to the knowledge 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 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
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. 



	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. 



	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.




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	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. 



	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) reasonable controls to safeguard assets are in place; 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. 



	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 or order 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. 



	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. 



	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 or stock options granted in the future as contemplated by current compensation agreements
or plans 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. 



                                          Page 10 of 30










	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 CIA 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 CIA 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. 


	NO BROKERS, FINDERS OR FINANCIAL ADVISORY FEES OR COMMISSIONS.  No brokers, finders or
financial advisory fees or commissions will be payable by the Company, its agents or Subsidiaries, with respect to the transactions
contemplated by this Agreement, except as otherwise disclosed in this Agreement. 



SECTION 4.   COVENANTS OF THE COMPANY 




	EFFORTS. The Company shall use all commercially reasonable efforts to timely satisfy each of the
conditions set forth in Section 6 of this Agreement.  


	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. 


	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: (1) this Agreement terminates pursuant to Section 8, or (2)
the date on which the Investor has sold all the Securities; provided that the Investor shall promptly notify the Company after the Investor
has sold all the Securities. 


	USE OF PROCEEDS. The Company will use the proceeds from the sale of the Securities (excluding
amounts paid by the Company for fees as set forth in the CIA 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, deems
to be in the best interest of the Company. 


	FINANCIAL INFORMATION. During the CIA Period, the Company agrees to make available to the Investor
via the SEC's EDGAR website or other electronic means the following documents and information on the forms set forth: (1) within five
(5) Trading Days after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q,
any Current Reports on Form 8-K and any Registration Statements or amendments filed pursuant to the 1933 Act; (2) 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 (3) within two (2) calendar days of filing or delivery thereof, copies of all documents filed with, and



                                          Page 11 of 30









all correspondence sent to, the Principal Market, any securities exchange or market, or the Financial Industry
Regulatory Authority, unless such information is material nonpublic information.  



	RESERVATION OF SHARES. The Company shall reserve 100,000,000
Shares 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 4(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. 


	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 CIA
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 five (5)
trading days 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 4(G). 


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


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


	NOTICE OF CERTAIN EVENTS AFFECTING REGISTRATION;
SUSPENSION OF RIGHT TO MAKE A DRAW. 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: (1) 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; (2) 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; (3) 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; (4) 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 (5) the Company's reasonable
determination that a post-effective amendment to the Registration Statement would be appropriate, and



                                          Page 12 of 30









the Company shall promptly make available to Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the
Investor any Draw Notice during the continuation of any of the foregoing events in this Section 4(K). 



	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. 


	ACKNOWLEDGEMENT OF TERMS. The Company hereby represents and warrants to the Investor that:
(1) it is voluntarily entering into this Agreement of its own freewill, (2) it is not entering this Agreement under economic duress, (3) the
terms of this Agreement are reasonable and fair to the Company, and (4) the Company has had independent legal counsel of its own
choosing review this Agreement, advise the Company with respect to this Agreement, and represent the Company in connection with
this Agreement. 

SECTION 5.   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. 



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


	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 Draw Settlement Sheet (hereto attached as Exhibit D).
Immediately 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.


	The representations and warranties of the Investor shall be true and correct in all material respects as of
the date when made and as of the applicable Closing Date as though made at that time and the Investor shall have performed, satisfied
and complied in all material respects with the covenants, agreements and conditions required by the CIA Transaction Documents to be
performed, satisfied or complied with by the Investor on or before such Closing Date. 


	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 6.   PURCHASE AND SALE OF COMMON STOCK. 



	PURCHASE AND SALE OF COMMON STOCK. Subject to the terms and conditions set forth herein, the
Company may 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 fifteen million dollars ($15,000,000).  

                                          Page 13 of 30









	DELIVERY OF DRAW NOTICES. Subject to
the terms and conditions of the CIA Transaction Documents, and from time to time during the CIA Period, the Company may, in its sole
discretion, deliver a Draw Notice to the Investor which states the dollar amount (designated in U.S. Dollars) (the "Draw Amount") of
Shares which the Company intends to sell to the Investor on a Closing Date (the "Draw"). The Draw 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 Draw to the Investor (the
"Draw Amount") shall be up to either 1) two hundred percent (200%) of the average daily volume (U.S. market only) of the Common
Stock for the three (3) Trading Days prior to the applicable Draw Notice Date, multiplied by the average of the three (3) daily closing
prices immediately preceding the Draw Date or 2) five hundred thousand dollars ($500,000). During the CIA Period, the Company shall
not be entitled to submit a Draw Notice until the Pricing Period for the prior Draw has been completed. The Common Stock identified in
the Draw Notice shall be purchased for a price equal to the Purchase Price.


	COMPANY'S RIGHT TO SUSPEND.  On each Draw Notice submitted to the Investor by the Company, the
Company shall have the option to specify a Suspension Price for that Draw.  In the event the Common Stock falls below the
Suspension Price, the Draw shall be temporarily suspended.  The Draw shall resume at such time as the Common Stock is above the
Suspension Price, provided the dates for the Pricing Period for that particular Draw are still valid.   In the event the Pricing Period has
been complete, any shares above the Suspension Price due to the Investor shall be sold to the Investor by the Company at the
Suspension Price under the terms of this Agreement. The Suspension Price for a Draw may not be changed by the Company once
submitted to the Investor.


	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 Draw Notice and the Investor
shall not be obligated to purchase any Shares at a Closing unless each of the following conditions are satisfied:  



	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 Draw Notice; 


	at all times during the period beginning on the related Draw 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 CIA 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; 


	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 Draw Notice;  


	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  


	the issuance of the Securities pursuant to this Agreement will not violate any shareholder approval
requirements of the Principal Market.  

If any of the events described in clauses (1) through (5) above occurs during a Pricing Period, then the Investor
shall have no obligation to purchase the Common Stock subject to the applicable Draw Notice.  




                                          Page 14 of 30









	MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing of
the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than five (5) Trading Days
following the applicable Draw Notice Date (each a "Closing Date"). On 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, based on the
Draw Amount set forth in Section 6(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 reasonable period 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
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.:




LATE PAYMENT FOR EACH NO. OF DAYS LATE 





	
4	
    	
$	
          400 	
 
	
5	
 	
$	
          500 	
 
	
6	
 	
$	
          600 	
 
	
7	
 	
$	
          700 	
 
	
8	
 	
$	
          800 	
 
	
9	
 	
$	
          900 	
 
	
10	
 	
$	
       1,000 	
 
	
Over 10	
 	
$	
       1,100 + $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.  



	OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding
anything contained herein to the contrary, if during the CIA 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 Articles of Incorporation of the Company, as amended. 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



                                          Page 15 of 30









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 6(F).  



	OPEN MARKET ADJUSTMENT. If, by the third (3rd) business day after a
Closing Date, the Company fails to deliver any portion of the Securities subject to a Draw Notice to the Investor (the "Draw Shares
Due") and the Investor purchases, in an open market transaction or otherwise, shares of Common Stock necessary to make
delivery by the Investor of shares in respect of sales to subsequent purchasers, pursuant to transactions entered into before the Closing
Date ("Subsequent Purchasers"), which such shares of Common Stock would have been delivered to the Investor by the
Company but for the Company's failure to so deliver (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 Draw, 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 Draw Shares Due to such Subsequent
Purchasers. 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 Investor purchases
shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover an Open Market Share
Purchase with respect to shares of Common Stock it sold to Subsequent Purchasers for net proceeds of $10,000, the Open Market
Adjustment Amount which the Company will be required to pay to the Investor will be $1,000. 


	LIMITATION ON AMOUNT OF OWNERSHIP. Notwithstanding anything to the contrary in this Agreement,
in no event shall the Investor be entitled to purchase that number of Shares, which when added to the sum of the number of shares of
Common Stock beneficially owned (as such term is defined under Section 13(d) and Rule 13d-3 of the 1934 Act), by the Investor, would
exceed 4.99% of the number of shares of Common Stock outstanding on the Closing Date, as determined in accordance with
Rule 13d-1(j) of the 1934 Act. 

SECTION 7.   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. 



	The Company shall have executed the CIA Transaction Documents and delivered the same to the Investor.



	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 Draw Notice related to
such Closing).  


	The representations and warranties of the Company shall be true and correct in all material respects as of
the date when made and as of the applicable Closing Date as though made at that time and the Company shall have performed,
satisfied and complied in all material respects with the covenants, agreements and conditions required by the CIA Transaction Documents to be performed,



                                          Page 16 of 30









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 3(C) above. 



	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. 


	The Board of Directors of the Company shall have adopted resolutions consistent with Section 3(B)(2)
above (the "Resolutions") and such Resolutions shall not have been amended or rescinded prior to such Closing Date.



	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.  


	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 (1) 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 (2) no other suspension of the use or withdrawal of the effectiveness of such Registration Statement or related prospectus
shall exist.  


	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.


	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 6(G) or the Company shall have obtained appropriate approval
pursuant to the requirements of Michigan law and the Company's Articles of Incorporation and By-laws.


	The Company shall have certified to the Investor the number of Shares of Common Stock outstanding
when a Draw Notice is given to the Investor.  The Company's delivery of a Draw Notice to the Investor constitutes the Company's
certification of the reservation for issuance of the necessary number of shares of Common Stock subject to a Draw Notice.


SECTION 8.   TERMINATION. This Agreement shall terminate upon any of the following
events: 



	when the Investor has purchased an aggregate of fifteen million dollars $15,000,000 in the Common Stock
of the Company pursuant to this Agreement; or, 


	on the date which is thirty-six (36) months after the Effective Date; or, 


	upon written notice of the Company to the Investor.  

                                          Page 17 of 30







Any and all shares, or penalties, if any, due under this Agreement shall be immediately payable and due upon
termination of this Agreement. 


SECTION 9.   SUSPENSION.  The Company's right to cause the Investor to purchase Shares pursuant to a Draw Notice,
and the Investor's obligation to purchase Shares under this Agreement shall be suspended upon any of the following events, and shall
remain suspended until such event is rectified: 



	The trading of the Common Stock is suspended by the SEC, the Principal Market or FINRA for a period of
five (5) consecutive Trading Days during the CIA Period; or, 


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

SECTION 10.   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 (A) any material misrepresentation or breach of any representation or warranty made by the Indemnitor in
the CIA Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; (B) any material
breach of any covenant, agreement or obligation of the Indemnitor contained in the CIA Transaction Documents or any other certificate,
instrument or document contemplated hereby or thereby; or (C) 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 CIA
Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, except insofar as (Y) 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, (Z) any such Indemnified Liabilities
resulted or arose from the breach by the Indemnitee party hereto of any representation, warranty, covenant or agreement of such
Indemnitee contained in the CIA Transaction Documents or the negligence, recklessness, willful misconduct or bad faith of such
Indemnitee. 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 11.   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 State of New Hampshire,
without regard to principles of conflict of laws.  The parties to this agreement will submit all disputes arising under this agreement to
arbitration in Manchester, NH 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 State of New Hampshire.  No party to this Agreement will challenge the


                                          Page 18 of 30










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.


SECTION 12.   LEGAL EXPENSES; AND MISCELLANEOUS EXPENSES. Except as otherwise set forth in the CIA
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.
The Company has paid five thousand dollars ($5,000) for the preparation of this Agreement. 


SECTION 13.   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. 


SECTION 14.   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.  


SECTION 15.   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. 


SECTION 16.   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 CIA
Transaction Documents shall not alter the force and effect of any other agreements between the Parties, and the obligations under
those agreements. 


SECTION 17.   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 (A) upon receipt, when delivered personally; (B) upon receipt,
when sent by facsimile or email with the signed document attached in PDF format (provided confirmation of transmission is
mechanically or electronically generated and kept on file by the sending party); or (C) 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: 


                                          Page 19 of 30








If to the Company: 

                   MMRGLOBAL, INC.

                   4401 Wilshire Blvd., Suite 200

                   Los Angeles, CA 90010

                   Attn: CEO

With a copy to:


Straddling Yocca, Carlson & Rauth

                   660 Newport Center Drive, Suite 1600

                   Newport Beach, CA 92660

                   Attn: Justin Hughes


If to the Investor: 

Granite State Capital, LLC 

c/o Wadleigh Starr & Peters

   95 Market St

   Manchester, NH 03101



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


SECTION 18.   NO ASSIGNMENT. This Agreement and any rights, agreements or obligations hereunder may not be
assigned, by operation of law, merger or otherwise, without the prior written consent of the other party hereto, and any purported
assignment by a party without prior written consent of the other party will be null and void and not binding on such other party.  Subject
to the preceding sentence, all of the terms, agreements, covenants, representations, warranties and conditions of this Agreement are
binding upon, and inure to the benefit of and are enforceable by, the parties and their respective successors and assigns.  


SECTION 19.   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. 


SECTION 20.   SURVIVAL. The indemnification provisions set forth in Section 10, shall survive each of the Closings and
the termination of this Agreement. 


SECTION 21.   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. The Investor
acknowledges that this Agreement and all or part of the CIA 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. 


                                          Page 20 of 30







SECTION 22.   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. 


SECTION 23.   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. 


SECTION 24.   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. 


SECTION 25.   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.


SECTION 26.   PRICING OF COMMON STOCK. For purposes of this Agreement, the VWAP of the Common Stock shall
be as reported on a direct feed service.  


SECTION 27.   NON-DISCLOSURE OF NON-PUBLIC INFORMATION. 



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


	Nothing herein shall require the Company to disclose non-public information to the Investor or its advisors
or representatives, 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 27 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



                                          Page 21 of 30









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.  


SECTION 28.   ACKNOWLEDGEMENTS OF THE PARTIES.  Notwithstanding anything in this Agreement to the contrary,
the parties hereto hereby acknowledge and agree to the following: (A) the Investor makes no representations or covenants that it will
not engage in trading in the securities of the Company, other than the Investor will not sell any of the Company's common stock at any
time during a Pricing Period; (B) the Company shall, by close of market on the fourth Trading Day following the date hereof, file a
current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other CIA Transaction
Documents; (C) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the
Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (D) the Company
understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (A) through (C) above if the
Investor effects any transactions in the securities of the Company.   





[Signature Page Follows]




                                          Page 22 of 30











SIGNATURE PAGE OF CONTINUOUS 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.


GRANITE STATE CAPITAL, LLC 



By: _____________________________ 

         Theodore Smith, President



MMRGLOBAL, INC.





 

By: _____________________________ 


Robert H. Lorsch


 President and Chief Executive Officer


 

 

 

 

  


  















 Signature Page to Investment Agreement 


 








LIST OF EXHIBITS 

EXHIBIT ARegistration Rights Agreement 

                   EXHIBIT BDraw Notice 

                   EXHIBIT CDraw Settlement Sheet 



 


 


 



                                          Page 24 of 30








EXHIBIT A

REGISTRATION RIGHTS AGREEMENT

(Attached)

 


 

 

 

 

 

 



                                          A-1








EXHIBIT B

FORM OF DRAW NOTICE

Date: _______________

RE: Draw Notice Number __________

Dear Mr. Smith:


This is to inform you that as of today, MMRGLOBAL, INC. an Delaware corporation (the
"Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Granite State
Capital, LLC ("GSC") to require GSC to purchase shares of its common stock.  The Company hereby
certifies that:  

1. The undersigned is the duly elected ______________ of the Company.

2. There are no fundamental changes to the information set forth in the Registration Statement which would
require the Company to file a post effective amendment to the Registration Statement.

3. The Company has performed in all material respects all covenants and agreements to be performed by the
Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the
Draw Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the
Company through the applicable Draw Date. All conditions to the delivery of this Draw Notice are satisfied as of the date hereof.

4. The undersigned hereby represents, warrants and covenants that it has made all filings ("SEC
Filings") required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required
under the Securities Exchange Act of 1934, which include Forms 10-Q, 10-K, 8-K, etc.). All SEC Filings and other public disclosures
made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the
"Public Disclosures"), have been reviewed and approved for release by the Company's attorneys and, if containing
financial information, the Company's independent certified public accountants. None of the Company's Public Disclosures 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.


The amount of this Draw is $ ____________ . 

The Pricing Period runs from  ___________  until  ______________ .

The Suspension Price is $ _____________ .

The current number of shares issued and outstanding as of the Company are: _________________

 The number of shares currently available for resale pursuant to the Registration Statement on Form S-1 for
the CIA are: ______________.
MMRGLOBAL, INC.

By: _______________________ 

                  Name: ____________________ 

Title: ___________________________













                                          B-1








EXHIBIT C

FORM OF DRAW SETTLEMENT SHEET

Date: ____________________

RE:  MMRGLOBAL, INC.

Dear _____________________:

Pursuant to the Draw given by MMRGLOBAL, INC. to Granite State Capital, LLC on __________________
20__, we are now submitting the amount of common shares for you to issue to GSC. 

Please deliver __________ shares without restrictive legend via book entry to Granite State Capital, LLC
immediately and send via DWAC to the following account: 


XXXXXX 

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



Regards, 



Ted Smith



 





                                          C-1














	
DATE
	
PRICE

	
Date of Day 1
	
VWAP of Day 1

	
Date of Day 2
	
VWAP of Day 2

	
Date of Day 3
	
VWAP of Day 3

	
Date of Day 4
	
VWAP of Day 4

	
Date of Day 5
	
VWAP of Day 5

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 






LOWEST VWAP IN PRICING PERIOD ____________________

 DRAW AMOUNT ____________________

 PURCHASE PRICE (NINETY-FIVE PERCENT (95%)) _______________________

 AMOUNT OF SHARES DUE ____________________



 The undersigned has completed this Draw as of this ___th day of _________,
20__. 
MMRGLOBAL, INC.


By: _______________________ 

                  Name: ____________________ 

Title: ___________________________




 













                                          Page 30 of 30