IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

     

     

    July
      5,
      2007

     

    
      	
              Fidelity
                Transfer Company

            
	
              1800
                South West Temple, Suite 301

            
	
              Salt
                Lake City, Utah 84115

            


    

    


    


    
      	
            	RE:	
              DEEP
                FIELD TECHNOLOGIES, INC.

            


    

     

    Ladies
      and Gentlemen:

     

    Reference
      is made to that certain Securities Purchase Agreement (the “Securities
      Purchase Agreement”)
      of
      even date herewith by and between Deep Field Technologies, Inc., a New Jersey
      corporation (the “Company”),
      and
      the Buyers set forth on Schedule I attached thereto (collectively the
“Buyers”)
      and
      that certain Pledge and Escrow Agreement (the “Pledge
      Agreement”)
      of
      even date herewith among the Company, the Buyers and David Gonzalez, as escrow
      agent (the “Escrow
      Agent”).
      Pursuant to the Securities Purchase Agreement, the Company shall sell to the
      Buyers, an the Buyers shall purchase from the Company, convertible debentures
      (collectively, the “Debentures”)
      in the
      aggregate principal amount of One Million Seven Hundred Thousand Dollars
      ($1,300,000), plus accrued interest, which are convertible into shares of the
      Company’s common stock, no par value per share (the “Common
      Stock”),
      at
      the Buyers discretion. The Company has also issued to the Buyer warrants to
      purchase up to 20,000,000 shares of Common Stock, at the Buyer’s discretion (the
“Warrant”).
      These
      instructions relate to the following stock or proposed stock issuances or
      transfers:

     

    
      	 	
              1.

            	
              Shares
                of Common Stock to be issued to the Buyers upon conversion of the
                Debentures (“Conversion
                Shares”)
                plus the shares of Common Stock to be issued to the Buyers upon conversion
                of accrued interest and liquidated damages into Common Stock (the
                “Interest
                Shares”);
                

            


    

     

    
      	 	
              2.

            	
              Up
                to 20,000,000 shares of Common Stock to be issued to the Buyers upon
                exercise of the Warrant (the “Warrant
                Shares”);
                and

            


    

     

    
      	 	
              3.

            	
              The
                transfer of up to 750,000 shares of Common Stock (the “Escrowed
                Shares”)
                that have been delivered to the Escrow Agent pursuant to the Pledge
                Agreement. 

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    This
      letter shall serve as our irrevocable authorization and direction to Fidelity
      Transfer Company (the “Transfer
      Agent”)
      to do
      the following:

     

    
      	
            	1.	
              Conversion
                Shares and Warrant Shares.
                

            


    

     

    
      	
            	a.	
              Instructions
                Applicable to Transfer Agent.
                With respect to the Conversion Shares, Warrant Shares and the Interest
                Shares, the Transfer Agent shall issue the Conversion Shares, Warrant
                Shares and the Interest Shares to the Buyers from time to time upon
                delivery to the Transfer Agent of a properly completed and duly executed
                Conversion Notice (the “Conversion
                Notice”)
                in the form attached as Exhibit A to the Debentures, or a properly
                completed and duly executed Exercise Notice (the “Exercise
                Notice”)
                in the form attached as Exhibit A to the Warrant, delivered to the
                Transfer Agent by the Escrow Agent on behalf of the Company. Upon
                receipt
                of a Conversion Notice or an Exercise Notice, the Transfer Agent
                shall use
                its best efforts within three (3) Trading Days thereafter (i) issue
                and
                surrender to a common carrier for overnight delivery to the address
                as
                specified in the Conversion Notice or the Exercise Notice, a certificate,
                registered in the name of the Buyer or its designees, for the number
                of
                shares of Common Stock to which the Buyer shall be entitled as set
                forth
                in the Conversion Notice or Exercise Notice as long as there are
                enough
                shares available in the authorized but unissued or (ii) provided
                the
                Transfer Agent is participating in The Depository Trust Company
                (“DTC”)
                Fast Automated Securities Transfer Program, upon the request of the
                Buyers, credit such aggregate number of shares of Common Stock to
                which
                the Buyers shall be entitled to the Buyer’s or their designees’ balance
                account with DTC through its Deposit Withdrawal At
                Custodian (“DWAC”)
                system provided the Buyer causes its bank or broker to initiate the
                DWAC
                transaction. For purposes hereof “Trading
                Day”
                shall mean any day on which the Nasdaq Market is open for customary
                trading.

            


    

     

    
      	
            	b.	
              The
                Company hereby confirms to the Transfer Agent and the Buyer that
                certificates representing the Conversion Shares and the Warrant Shares
                shall not bear any legend restricting transfer and should not be
                subject
                to any stop-transfer restrictions and shall otherwise be freely
                transferable on the books and records of the Company; provided
                that
                counsel to the Company delivers (i) the Notice of Effectiveness set
                forth
                in Exhibit
                I
                attached hereto and (ii) an opinion of counsel in the form set forth
                in
                Exhibit
                II
                attached hereto, and that if the Conversion Shares, Warrant Shares
                and the
                Interest Shares are not registered for sale under the Securities
                Act of
                1933, as amended, then the certificates for the Conversion Shares,
                Warrant
                Shares and Interest Shares shall bear the following legend substantially
                as follows:

            


    

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
      SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
      SOLD, TRANSFERRED OR ASSIGNED IN

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    THE
      ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR
      AN
      OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT
      REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES
      LAWS
      OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.”

     

    
      	
            	c.	
              In
                the event that counsel to the Company fails or refuses to render
                an
                opinion as required to issue the Conversion Shares or the Warrant
                Shares
                in accordance with the preceding paragraph (either with or without
                restrictive legends, as applicable), then the Company irrevocably
                and
                expressly authorizes counsel to the Buyer to render such opinion.
                The
                Transfer Agent shall accept and be entitled to rely on such opinion
                for
                the purposes of issuing the Conversion Shares.


            


    

     

    
      	 	
              d.

            	
              The
                Transfer Agent views shares covered in a registration statement as
                not
                “registered” until they comply with the registration provisions of the
                prospectus, including prospectus delivery requirements being met
                and that
                the shares are sold by the “selling shareholders”. Therefore, the Transfer
                Agent shall require a legal opinion stating, in addition to any
                registration statement being effective, that the shares may be issued
                free
                of restrictive legend as originally issued shares directly from the
                Transfer Agent and the reasoning for why that is appropriate. If
                the
                Transfer Agent does not receive such an opinion, the Transfer Agent
                will
                issue the shares with a restrictive legend and will only be able
                to remove
                such legend if the Transfer Agent receives confirmation from the
                selling
                broker that the shares have been sold and that the prospectus delivery
                requirements have been met. 

            


    

     

    
      	 	
              e.

            	
              The
                Transfer Agent has received a fully executed board resolution in
                the form
                of Exhibit
                B
                hereto authorizing the Transfer Agent to honor any and all conversion
                requests presented by Cornell pertaining to the Conversion Shares
                and the
                Interest Shares and to issue that number of Conversion Shares and
                Interest
                Shares to which Cornell is entitled pursuant to the terms of Debentures.
                

            


    

     

    
      	
            	f.	
              Instructions
                Applicable to Escrow Agent.
                Upon the Escrow Agent’s receipt of a properly completed Conversion Notice
                or Exercise Notice and the Aggregate Exercise Price (as defined in
                the
                Warrant), the Escrow Agent shall, within one (1) Trading Day thereafter,
                send to the Transfer Agent the Conversion Notice or Exercise Notice
                as the
                case may be, which shall constitute an irrevocable instruction to
                the
                Transfer Agent to process such Conversion Notice or Exercise Notice
                in
                accordance with the terms of these
                instructions.

            


    

     

    
      	
            	2.	
              Escrowed
                Shares.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
            	a.	
              With
                respect to the Escrowed Shares, upon an event of default as set forth
                in
                the Pledge Agreement, the Escrow Agent shall send written notice
                to the
                Transfer Agent (“Escrow
                Notice”)
                to transfer such number of Escrow Shares as set forth in the Escrow
                Notice
                to the Buyers. Upon receipt of an Escrow Notice and the share certificate
                along with a properly executed stock power, the Transfer Agent shall
                promptly transfer such number of Escrow Shares to the Buyers as shall
                be
                set forth in the Escrow Notice delivered to the Transfer Agent by
                the
                Escrow Agent. Further, the Transfer Agent shall promptly transfer
                such
                shares from the Buyers to any subsequent transferee promptly upon
                receipt
                of written notice from the Buyers or their counsel and the share
                certificate along with a properly executed stock power. If the Escrow
                Shares are not registered for sale under the Securities Act of 1933,
                as
                amended, then the certificates for the Escrow Shares shall bear the
                legend
                set forth in Section 1b.

            


    

     

    
      	
            	b.	
              In
                the event that counsel to the Company fails or refuses to render
                an
                opinion as may be required by the Transfer Agent to affect a transfer
                of
                the Escrow Shares (either with or without restrictive legends, as
                applicable), then the Company irrevocably and expressly authorizes
                counsel
                to the Buyers to render such opinion. The Transfer Agent shall accept
                and
                be entitles to rely on such opinion for the purpose of transferring
                the
                Escrow Shares. 

            


    

     

    
      	
            	3.	
              All
                Shares.

            


    

     

    
      	
            	a.	
              The
                Transfer Agent shall reserve for issuance to the Buyers a minimum
                of
                56,000,000 Conversion Shares and 20,000,000 Warrant Shares. All such
                shares shall remain in reserve with the Transfer Agent until the
                Buyers
                provides the Transfer Agent instructions that the shares or any part
                of
                them shall be taken out of reserve and shall no longer be subject
                to the
                terms of these instructions. 

            


    

     

    
      	
            	b.	
              The
                Company hereby irrevocably appoints the Escrow Agent as a duly authorized
                agent of the Company for the purposes of authorizing the Transfer
                Agent to
                process issuances and transfers specifically contemplated
                herein.

            


    

     

    
      	
            	c.	
              The
                Transfer Agent shall rely exclusively on the Conversion Notice, the
                Escrow
                Notice, or the Exercise Notice and shall have no liability for relying
                on
                such instructions. Any Conversion Notice, Escrow Notice, or Exercise
                Notice delivered hereunder shall constitute an irrevocable instruction
                to
                the Transfer Agent to process such notice or notices in accordance
                with
                the terms thereof. Such notice or notices may be transmitted to the
                Transfer Agent by facsimile or any commercially reasonable
                method.

            


    

     

    
      	
            	d.	
              The
                Company hereby confirms to the Transfer Agent and the Buyers that
                no
                instructions other than as contemplated herein will be given to Transfer
                Agent by the Company with respect to the matters referenced herein.
                The
                Company hereby authorizes the Transfer Agent, and the Transfer Agent
                shall
                be obligated, to disregard any contrary instructions received by
                or on
                behalf of the Company.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
            	4.	
              Certain
                Notice Regarding the Escrow
                Agent.

            


    

     

    The
      Company and the Transfer Agent hereby acknowledge that the Escrow Agent is
      general counsel to the Buyers, a partner of the general partner of the Buyers
      and counsel to the Buyers in connection with the transactions contemplated
      and
      referred herein. The Company and the Transfer Agent agree that in the event
      of
      any dispute arising in connection with this Agreement or otherwise in connection
      with any transaction or agreement contemplated and referred herein, the Escrow
      Agent shall be permitted to continue to represent the Buyers and neither the
      Company nor the Transfer Agent will seek to disqualify such
      counsel.

     

    The
      Company hereby agrees that it shall not replace the Transfer Agent as the
      Company’s transfer agent without the prior written consent of the
      Buyers.

     

    Any
      attempt by Transfer Agent to resign as the Company’s transfer agent hereunder
      shall not be effective until such date which is not less than forty-five (45)
      days after the Company receives prior written notice from the Transfer Agent
      of
      such resignation.

     

    The
      Company herby confirms and the Transfer Agent acknowledges that while any
      portion of the Debenture
      remains unpaid and unconverted the Company and the
      Transfer Agent
      shall
      not, without the prior consent of the Buyers, (i) issue any Common Stock or
      Preferred Stock without consideration or for a consideration per share less
      than
      closing bid price determined immediately prior to its issuance, (ii) issue
      any Preferred Stock, warrant, option, right, contract, call, or other security
      or instrument granting the holder thereof the right to acquire Common Stock
      without consideration or for a consideration per share less than the closing
      bid
      price of the Common Stock determined immediately prior to its issuance,
(iii)
      issue any S-8
      shares of the Company’s Common Stock.

     

     The
      Company and the Transfer Agent hereby acknowledge and confirm that complying
      with the terms of this Agreement does not and shall not prohibit the Transfer
      Agent from satisfying any and all fiduciary responsibilities and duties it
      may
      owe to the Company.

     

    The
      Company and the Transfer Agent acknowledge that the Buyers is relying on the
      representations and covenants made by the Company and the Transfer Agent
      hereunder and are a material inducement to the Buyers purchasing convertible
      debentures under the Securities Purchase Agreement. The Company and the Transfer
      Agent further acknowledge that without such representations and covenants of
      the
      Company and the Transfer Agent made hereunder, the Buyers would not purchase
      the
      Debentures.

     

    Each
      party hereto specifically acknowledges and agrees that in the event of a breach
      or threatened breach by a party hereto of any provision hereof, the Buyers
      will
      be irreparably damaged and that damages at law would be an inadequate remedy
      if
      these Irrevocable Transfer Agent Instructions were not specifically enforced.
      Therefore, in the event of a breach or threatened breach by a party hereto,
      including, without limitation, the attempted termination of the agency
      relationship created by this instrument, the Buyers shall be entitled, in
      addition to all other rights or remedies, to an injunction restraining such
      breach, without being required to show any actual damage or to post any bond
      or
      other security, and/or to a decree for specific performance of the provisions
      of
      these Irrevocable Transfer Agent Instructions.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

     

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties have caused this letter agreement regarding Irrevocable Transfer Agent
      Instructions to be duly executed and delivered as of the date first written
      above.

     

    
      	 	
              COMPANY:

            
	 	 
	 	
              Deep
                Field Technologies, Inc.

            
	 	 
	 	
              By: 
                /s/
                Scott Cray

              
                

              

            
	 	
              Name: 
                Scott
                Cray

            
	 	
              Title: 
                Acting
                Secretary 

            
	 	 
	 	 
	 	
              /s/
                David Gonzalez, Esq.

            
	 	
              David
                Gonzalez, Esq.

            
	 	 
	 	 


    

    


    FIDELITY
      TRANSFER COMPANY

     

    By: 
      /s/
      Kevin
      Kopaunik

      
        

      

    

    Name: 
      Kevin
      Kopaunik

    Title: 
      President

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCHEDULE
      I

     

    SCHEDULE
      OF BUYERS 

     

    
      	
              Name

            	 	
              Signature

            	 	
              Address/Facsimile
                

              Number
                of Buyers

            
	 	 	 	 	 
	
              Cornell
                Capital Partners, L.P.

            	 	
              By: Yorkville
                Advisors, LLC

            	 	
              101
                Hudson Street - Suite 3700

            
	 	 	
              Its: Investment
                Manager

            	 	
              Jersey
                City, NJ 07303

            
	 	 	 	 	
              Facsimile:
                 (201)
                985-8266

            
	 	 	 	 	 
	 	 	
              By: 
                /s/
                Mark Angelo

              
                

              

            	 	 
	 	 	
              Name: 
                Mark
                Angelo

            	 	 
	 	 	
              Its: 
                Portfolio
                Manager

            	 	 
	 	 	 	 	 


    

    


    


    
      
        
          
            SCHEDULE
              I-1

          

           

        

        
           

          
            

          

        

        
           

          
          

        

      

    

     

    EXHIBIT
      I

     

    TO
      IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

     

    FORM
      OF NOTICE OF EFFECTIVENESS

    OF
      REGISTRATION STATEMENT

     

    


    _________,
      200_

    


    ________

    


    


    Attention: 

    


    RE: DEEP
      FIELD TECHNOLOGIES, INC.

    


    Ladies
      and Gentlemen:

    


    We
      are
      counsel to Deep Field Technologies, Inc., (the “Company”),
      and
      have represented the Company in connection with that certain Securities Purchase
      Agreement, dated as of ________________ ____, 200_ (the “Securities
      Purchase Agreement”),
      entered into by and among the Company and the Buyers set forth on Schedule
      I
      attached thereto (collectively the “Buyers”)
      pursuant to which the Company has agreed to sell to the Buyers up to $1,700,000
      of secured convertible debentures, which shall be convertible into shares (the
      “Conversion
      Shares”)
      of the
      Company’s common stock, no par value per share (the “Common
      Stock”),
      in
      accordance with the terms of the Securities Purchase Agreement. Pursuant to
      the
      Securities Purchase Agreement, the Company also has entered into a Registration
      Rights Agreement, dated as of ______________ ___, 200_, with the Buyers (the
      “Investor
      Registration Rights Agreement”)
      pursuant to which the Company agreed, among other things, to register the
      Conversion Shares under the Securities Act of 1933, as amended (the
“1933
      Act”).
      In
      connection with the Company’s obligations under the Securities Purchase
      Agreement and the Registration Rights Agreement, on _______, 200_, the Company
      filed a Registration Statement (File No. ___-_________) (the “Registration
      Statement”)
      with
      the Securities and Exchange Commission (the “SEC”)
      relating to the sale of the Conversion Shares.

     

    In
      connection with the foregoing, we advise the Transfer Agent 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 under the 1933 Act at ____ P.M.
      on __________, 200_ and we have no knowledge, after telephonic inquiry of a
      member of the SEC’s staff, that any stop order suspending its effectiveness has
      been issued or that any proceedings for that purpose are pending before, or
      threatened by, the SEC and the Conversion Shares are available for sale under
      the 1933 Act pursuant to the Registration Statement.

     


    
      
        EXHIBIT
          I-1

         

      

      
         

        
          

        

      

      
         

      

    

     

     

    The
      Buyers has confirmed it shall comply with all securities laws and regulations
      applicable to it including applicable prospectus delivery requirements upon
      sale
      of the Conversion Shares.

     

    Very
      truly yours,

    


    


    


    


    By:      

    


    


    


    


    


    


    



    
      
        
          EXHIBIT
            I-2

        

         

      

      
         

        
          

        

      

      
         

        
        

      

    

     

    EXHIBIT
      II

     

    TO
      IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

     

    FORM
      OF OPINION

     

    


    ________________
      200_

    


    VIA
      FACSIMILE AND REGULAR MAIL

    


    ________

    


    


    Attention: 

    


    RE: DEEP
      FIELD TECHNOLOGIES, INC.

    


    Ladies
      and Gentlemen:

     

    We
      have
      acted as special counsel to Deep Field Technologies, Inc. (the “Company”),
      in
      connection with the registration of ___________shares (the “Shares”)
      of its
      common stock with the Securities and Exchange Commission (the “SEC”).
      We
      have
      not acted as your counsel. This opinion is given at the request and with the
      consent of the Company.

     

     

    In
      rendering this opinion we have relied on the accuracy of the Company’s
      Registration Statement on Form SB-2, as amended (the “Registration
      Statement”),
      filed
      by the Company with the SEC on _________ ___, 200_. The Company filed the
      Registration Statement on behalf of certain selling stockholders (the
“Selling
      Stockholders”).
      This
      opinion relates solely
      to the
      Selling Shareholders listed on Exhibit
      “A”
      hereto
      and number of Shares set forth opposite such Selling Stockholders’ names. The
      SEC declared the Registration Statement effective on __________ ___,
      200_.

     

    We
      understand that the Selling Stockholders acquired the Shares in a private
      offering exempt from registration under the Securities Act of 1933, as amended.
      Information regarding the Shares to be sold by the Selling Shareholders is
      contained under the heading “Selling Stockholders” in the Registration
      Statement, which information is incorporated herein by reference. This opinion
      does not relate to the issuance of the Shares to the Selling Stockholders.
      The
      opinions set forth herein relate solely to the sale or transfer by the Selling
      Stockholders pursuant to the Registration Statement under the Federal laws
      of
      the United States of America. We do not express any opinion concerning any
      law
      of any state or other jurisdiction.

     

     

    In
      rendering this opinion we have relied upon the accuracy of the foregoing
      statements.

     


    
      
        EXHIBIT
          II-1

         

      

      
         

        
          

        

      

      
         

      

    


     

    Based
      on
      the foregoing, it is our opinion that the Shares have been registered with
      the
      Securities and Exchange Commission under the Securities Act of 1933, as amended,
      and that ________ may remove the restrictive legends contained on the Shares.
      This opinion relates solely
      to the
      number of Shares set forth opposite the Selling Stockholders listed on
Exhibit
      “A”
      hereto.

     

     

    This
      opinion is furnished to Transfer Agent specifically in connection with the
      sale
      or transfer of the Shares, and solely for your information and benefit. This
      letter may not be relied upon by Transfer Agent in any other connection, and
      it
      may not be relied upon by any other person or entity for any purpose without
      our
      prior written consent. This opinion may not be assigned, quoted or used without
      our prior written consent. The opinions set forth herein are rendered as of
      the
      date hereof and we will not supplement this opinion with respect to changes
      in
      the law or factual matters subsequent to the date hereof.

     

    Very
      truly yours,

    


    


    
      
        
          
            EXHIBIT
              II-2

          

           

        

        
           

          
            

          

        

        
           

          
          

        

      

    

     

    EXHIBIT
      A

     

    (LIST
      OF SELLING STOCKHOLDERS)

     

    
      	
              Name:

            	 	
              No.
                of Shares:

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

     

    
      
        
          EXHIBIT
            A-1