PRIVATE
      EQUITY CREDIT AGREEMENT

    


    BY
      AND BETWEEN


    


    PURE
      VANILLA EXCHANGE, INC.


    


    AND


    


    BRITTANY
      CAPITAL MANAGEMENT LTD.


    


    Dated
      


    June
      26,
      2007

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    THIS
      PRIVATE EQUITY CREDIT AGREEMENT is entered into as of the 26th
      day of
June,
      2007
      (this
“AGREEMENT”), by and between BRITTANY CAPITAL MANAGEMENT LTD., a corporation
      organized and existing under the laws of the Bahamas (“INVESTOR”), and Pure
      Vanilla eXchange, Inc., a corporation organized and existing under the laws
      of
      the State of Nevada (the “COMPANY”). 

    


    WHEREAS,
      the parties desire that, upon the terms and subject to the conditions contained
      herein, the Company shall issue and sell to Investor, from time to time as
      provided herein, and Investor shall purchase, up to Ten Million Dollars
      ($10,000,000) of the Common Stock (as defined below); and

    


    WHEREAS,
      such investments will be made in reliance upon the provisions of Section 4(2)
      (“SECTION 4(2)”) of the Securities Act of 1933 and Regulation D, and the rules
      and regulations promulgated thereunder (the “SECURITIES ACT”), and/or upon such
      other exemption from the registration requirements of the Securities Act as
      may
      be available with respect to any or all of the investments in Common Stock
      to be
      made hereunder. 

    


    NOW,
      THEREFORE, the parties hereto agree as follows:

    


    ARTICLE
      I

    


    CERTAIN
      DEFINITIONS

    


    Section
      1.1 DEFINED TERMS as used in this Agreement, the following terms shall have
      the
      following meanings specified or indicated (such meanings to be equally
      applicable to both the singular and plural forms of the terms defined)


    


    “AGREEMENT”
      shall have the meaning specified in the preamble hereof.

    


    “BID
      PRICE” shall mean, for any Trading Day, the closing bid price of the Common
      Stock on the Principal Market for such Trading Day.

    


    “BLACKOUT
      NOTICE” shall have the meaning specified in the Registration Rights Agreement.


    


    “BLACKOUT
      SHARES” shall have the meaning specified in Section 2.6

    


    “BY-LAWS”
      shall have the meaning specified in Section 4.8. 

    


    “CERTIFICATE”
      shall have the meaning specified in Section 4.8

    


    “CLAIM
      NOTICE” shall have the meaning specified in Section 9.3(a). 

    


    “CLOSING”
      shall mean one of the closings of a purchase and sale of shares of Common Stock
      pursuant to Section 2.3. 

    


    “CLOSING
      DATE” shall mean, as applicable, an Interim Closing Date or a Remainder Closing
      Date. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    “COMMITMENT
      PERIOD” shall mean the period commencing on the Effective Date, and ending on
      the earlier of (i) the date on which Investor shall have purchased Put Shares
      pursuant to this Agreement for an aggregate Purchase Price of the Maximum
      Commitment Amount, (ii) the date this Agreement is terminated pursuant to
      Section 2.5, or (iii) the date occurring twenty four (24) months from the
      Effective Date..

    


    “COMMON
      STOCK” shall mean the Company’s common stock, $0.001 par value per share, and
      any shares of any other class of common stock whether now or hereafter
      authorized, having the right to participate in the distribution of dividends
      (as
      and when declared) and assets (upon liquidation of the Company). 

    


    “COMMON
      STOCK EQUIVALENTS” shall mean any securities that are convertible into or
      exchangeable for Common Stock or any options or other rights to subscribe for
      or
      purchase Common Stock or any such convertible or exchangeable
      securities.

     

    “COMPANY”
      shall have the meaning specified in the preamble to this Agreement.


    


    “CONDITION
      SATISFACTION DATE” shall have the meaning specified in Section 7.2.


    


    “DAMAGES”
      shall mean any loss, claim, damage, liability, costs and expenses (including,
      without limitation, reasonable attorneys’ fees and disbursements and costs and
      expenses of expert witnesses and investigation). 

    


    “DISCOUNT”
      shall mean seven (7%) percent. 

    


    “DISPUTE
      PERIOD” shall have the meaning specified in Section 9.3(a).

    


    “DTC”
      shall the meaning specified in Section 2.3. 

    


    “DWAC”
      shall the meaning specified in Section 2.3.

    


    “EFFECTIVE
      DATE” shall mean the date on which the SEC first declares effective a
      Registration Statement registering resale of the Registrable Securities as
      set
      forth in Section 7.2(a). 

    


    “EXCHANGE
      ACT” shall mean the Securities Exchange Act of 1934, as amended, and the rules
      and regulations promulgated thereunder. 

    


    “FAST”
      shall the meaning specified in Section 2.3. 

    


    “FLOOR
      PRICE” shall have the meaning specified in Section 2.1(c). 

    


    “INDEMNIFIED
      PARTY” shall have the meaning specified in Section 9.3(a). 

    


    “INDEMNIFYING
      PARTY” shall have the meaning specified in Section 9.3(a). 

    


    “INDEMNITY
      NOTICE” shall have the meaning specified in Section 9.3(b). 

    


    “INITIAL
      REGISTRABLE SECURITIES” shall have the meaning specified in the Registration
      Rights Agreement. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    “INITIAL
      REGISTRATION STATEMENT” shall have the meaning specified in the Registration
      Rights Agreement. 

    


    “INTERIM
      CLOSING DATE” shall mean, with respect to a Closing, the fifth (5th) Trading Day
      following the Put Date related to a Closing provided all conditions to a Closing
      have been satisfied on or before such Trading Day. 

    


    “INTERIM
      INVESTMENT AMOUNT” shall mean fifty percent (50%) of the INVESTMENT AMOUNT with
      respect to each Put Notice.

    


    “INTERIM
      MARKET PRICE” on any given Put shall mean the average of the closing Bid Prices
      for the first three (3) Trading Days during the Valuation Period.

    


    "INTERIM
      PURCHASE PRICE" shall mean, with respect to Interim Put Shares, the Interim
      Market Price less the product of the Discount and the Interim Market
      Price.

    


    “INTERIM
      PUT SHARES” shall be the number of Put Shares deliverable on an Interim Closing
      Date equal to the Interim Investment Amount divided by the Interim Purchase
      Price.

    


    “INVESTMENT
      AMOUNT” shall mean the dollar amount (within the range specified in Section 2.2)
      to be invested by Investor to purchase Put Shares with respect to any Put Date
      as notified by the Company to Investor in accordance with Section
      2.2.

    


    “INVESTOR”
      shall have the meaning specified in the preamble to this Agreement.


    


    “LEGEND”
      shall have the meaning specified in Section 8.1.

    


    "MARKET
      PRICE" on any given date shall mean the average of the Bid Prices for Trading
      Days during the Valuation Period immediately following the Put Date.


    


    “MAXIMUM
      COMMITMENT AMOUNT” shall mean Ten Million Dollars ($10,000,000).

    


    “MATERIAL
      ADVERSE EFFECT” shall mean any effect on the business, operations, properties,
      prospects or financial condition of the Company that is material and adverse
      to
      the Company or to the Company and such other entities controlling or controlled
      by the Company, taken as a whole, and/or any condition, circumstance, or
      situation that would prohibit or otherwise materially interfere with the ability
      of the Company to enter into and perform its obligations under any of (a) this
      Agreement and (b) the Registration Rights Agreement. 

    


    “MAXIMUM
      PUT AMOUNT” shall mean, with respect to any Put, the lesser of (a) Two Hundred
      Fifty Thousand Dollars ($250,000), or (b)Two Hundred (200%) percent of the
      Weighted Average Volume for the twenty (20) Trading Days immediately preceding
      the Put Date.

     

    “MINIMUM
      PUT AMOUNT” shall mean, with respect to any Put, Twenty-Five Thousand Dollars
      ($25,000).

    


    “NASD”
      shall mean the National Association of Securities Dealers, Inc. 

    


    “NASDAQ”
      shall mean The Nasdaq Stock Market, Inc. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    “NEW
      BID
      PRICE” shall have the meaning specified in Section 2.6. 

    


    “OLD
      BID
      PRICE” shall have the meaning specified in Section 2.6. 

    


    “OUTSTANDING”
      shall mean, with respect to the Common Stock, at any date as of which the number
      of shares of Common Stock is to be determined, all issued and outstanding shares
      of Common Stock, including all shares of Common Stock issuable in respect of
      outstanding convertible securities, scrip or any certificates representing
      fractional interests in shares of Common Stock; provided, however, that
      Outstanding shall not include any shares of Common Stock then directly or
      indirectly owned or held by or for the account of the Company.

    


    “PERSON”
      shall mean an individual, a corporation, a partnership, an association, a trust
      or other entity or organization, including a government or political subdivision
      or an agency or instrumentality thereof.

    


    “PRINCIPAL
      MARKET” shall mean the Nasdaq National Market, the Nasdaq Small Cap Market, the
      Over the Counter Bulletin Board, the American Stock Exchange or the New York
      Stock Exchange, whichever is at the time the principal trading exchange or
      market for the Common Stock.

    


    "PURCHASE
      PRICE" shall mean, with respect to Interim Put Shares, the Interim Market Price
      less the product of the Discount and the Interim Market Price, and with respect
      to Remainder Put Shares, the Remainder Market Price less the product of the
      Discount and the Remainder Market Price. 

    


    “PUT”
      shall mean each occasion that the Company elects to exercise its right to tender
      a Put Notice requiring Investor to purchase shares of Common Stock, subject
      to
      the terms and conditions of this Agreement. 

    


    “PUT
      DATE” shall mean the Trading Day during the Commitment Period that a Put Notice
      is deemed delivered pursuant to Section 2.2(b).

    


    “PUT
      NOTICE” shall mean a written notice, substantially in the form of Exhibit B
      hereto, to Investor setting forth the Investment Amount with respect to which
      the Company intends to require Investor to purchase shares of Common Stock
      pursuant to the terms of this Agreement.

    


    "PUT
      SHARES" shall mean the Interim Put Shares and the Remainder Put Shares.


    


    “REGISTRABLE
      SECURITIES” shall mean the (a) Put Shares, (b) the Blackout Shares and (c) any
      securities issued or issuable with respect to any of the foregoing by way of
      exchange, stock dividend or stock split or in connection with a combination
      of
      shares, recapitalization, merger, consolidation or other reorganization or
      otherwise. As to any particular Registrable Securities, once issued such
      securities shall cease to be Registrable Securities when (i) a Registration
      Statement has been declared effective by the SEC and such Registrable Securities
      have been disposed of pursuant to a Registration Statement, (ii) such
      Registrable Securities have been sold under circumstances under which all of
      the
      applicable conditions of Rule 144 are met, (iii) such time as such Registrable
      Securities have been otherwise transferred to holders who may trade such shares
      without restriction under the Securities Act, and the Company has delivered
      a
      new certificate or other evidence of ownership for such securities not bearing
      a
      restrictive legend or (iv) in the opinion of counsel to the Company, which
      counsel shall be reasonably acceptable to Investor, such Registrable Securities
      may be sold without registration under the Securities Actor the need for an
      exemption from any such registration requirements and without any time, volume
      or manner limitations pursuant to Rule 144(k) (or any similar provision then
      in
      effect) under the Securities Act. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    “REGISTRATION
      RIGHTS AGREEMENT” shall mean the registration
      rights agreement in the form of Exhibit A hereto.

    


    “REGISTRATION
      STATEMENT” shall mean a registration statement on Form S-1
      (if
      use of such form is then available to the Company pursuant to the rules of
      the
      SEC and, if not, on such other form promulgated by the SEC for which the Company
      then qualifies and which counsel for the Company shall deem appropriate and
      which form shall be available for the resale of the Registrable Securities
      to be
      registered thereunder in accordance with the provisions of this Agreement and
      the Registration Rights Agreement and in accordance with the intended method
      of
      distribution of such securities), for the registration of the resale by Investor
      of the Registrable Securities under the Securities Act.

    


    “REGULATION
      D” shall have the meaning specified in the recitals of this Agreement.


     

    “REMAINDER
      CLOSING DATE” shall mean, with respect to a Closing, the eleventh (11h) Trading
      Day following the Put Date related to a Closing, provided all conditions to
      a
      Closing have been satisfied on or before such Trading Day. 

    


    “REMAINDER
      INVESTMENT AMOUNT” shall mean the Investment Amount less the Interim Investment
      Amount.

    


    "REMAINDER
      MARKET PRICE" on any given date shall mean the average of the Bid Prices for
      Trading Days during the Valuation Period immediately following the Put Date.
      

    


    "REMAINDER
      PURCHASE PRICE" shall mean with respect to Remainder Put Shares, the Remainder
      Market Price less the product of the Discount and the Remainder Market Price.
      

     

    “REMAINDER
      PUT SHARES” shall be the number of Put Shares deliverable on a Remainder Closing
      Date equal to the Investment Amount divided by the Remainder Purchase Price
      minus the Interim Put Shares.

    


    “REMAINING
      PUT SHARES” shall have the meaning specified in Section 2.6. 

    


    “RULE
      144” shall mean Rule 144 under the Securities Act or any similar provision then
      in force under the Securities Act. 

    


    “SEC”
      shall mean the Securities and Exchange Commission. 

    


    “SECTION
      4(2)” shall have the meaning specified in the recitals of this Agreement.


    


    “SECURITIES
      ACT” shall have the meaning specified in the recitals of this Agreement.


    


    “SEC
      DOCUMENTS” shall mean, as of a particular date, all reports and other documents
      filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act
      since the beginning of the Company’s then most recently completed fiscal year as
      of the time in question (provided that if the date in question is within ninety
      days of the beginning of the Company’s fiscal year, the term shall include all
      documents filed since the beginning of the second preceding fiscal year).


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    “SUBSCRIPTION
      DATE” shall mean the date on which this Agreement is executed and delivered by
      the Company and Investor. 

    


    “THIRD
      PARTY CLAIM” shall have the meaning specified in Section 9.3(a). 

    


    “TRADING
      DAY” shall mean any day during which the Principal Market shall be open for
      business.

    


    “TRANSACTION
      DOCUMENTS” means the Private Equity Credit Agreement, the Registration Rights
      Agreement, Closing Certificate, and the Transfer Agent
      Instructions.

    


    “TRANSFER
      AGENT” shall mean the transfer agent for the Common Stock (and to any substitute
      or replacement transfer agent for the Common Stock upon the Company’s
      appointment of any such substitute or replacement transfer agent). 

    


    “TRANSFER
      AGENT INSTRUCTIONS” shall
      mean the instructions for the Transfer Agent attached hereto as Exhibit
      E.

    


    “UNDERWRITER”
      shall mean any underwriter participating in any disposition of the Registrable
      Securities on behalf of Investor pursuant to a Registration
      Statement.

    


    “VALUATION
      EVENT” shall mean an event in which the Company at any time during a Valuation
      Period takes any of the following actions: 

    


    
      	 	
              (a)
                

            	
              subdivides
                or combines the Common Stock;

            


    

    
      	 	
              (b)

            	
              pays
                a dividend in shares of Common Stock or makes any other distribution
                of
                shares of Common Stock, except for dividends paid with respect to
                the
                Preferred Stock;

            


    

    
      	 	
              (c)
                

            	
              issues
                any options or other rights to subscribe for or purchase shares of
                Common
                Stock and the price per share for which shares of Common Stock may
                at any
                time thereafter be issuable pursuant to such options or other rights
                shall
                be less than the Bid Price in effect immediately prior to such
                issuance;

            


    

    
      	 	
              (d)

            	
              issues
                any securities convertible into or exchangeable for shares of Common
                Stock
                and the consideration per share for which shares of Common Stock
                may at
                any time thereafter be issuable pursuant to the terms of such convertible
                or exchangeable securities shall be less than the Bid Price in effect
                immediately prior to such issuance;

            


    

    
      	 	
              (e)
                

            	
              issues
                shares of Common Stock otherwise than as provided in the foregoing
                subsections (a) through (d), at a price per share less, or for other
                consideration lower, than the Bid Price in effect immediately prior
                to
                such issuance, or without consideration;


            


    

    
      	 	
              (f)

            	
              makes
                a distribution of its assets or evidences of indebtedness to the
                holders
                of Common Stock as a dividend in liquidation or by way of return
                of
                capital or other than as a dividend payable out of earnings or surplus
                legally available for dividends under applicable law or any distribution
                to such holders made in respect of the sale of all or substantially
                all of
                the Company’s assets (other than under the circumstances provided for in
                the foregoing subsections (a) through (e); or


            


    

    
      	 	
              (g)

            	
              takes
                any action affecting the number of Outstanding Common Stock, other
                than an
                action described in any of the foregoing subsections (a) through
                (f)
                hereof, inclusive, which in the opinion of the Company’s Board of
                Directors, determined in good faith, would have a materially adverse
                effect upon the rights of Investor at the time of a Put.
                

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    “VALUATION
      PERIOD” shall mean the period of ten (10) Trading Days immediately following the
      date on which the applicable Put Notice is deemed to be delivered and during
      which the Purchase Price of the Common Stock is valued; provided, however,
      that
      if a Valuation Event occurs during any Valuation Period, a new Valuation Period
      shall begin on the first Trading Day immediately following the occurrence of
      such Valuation Event and end on the tenth (10th) Trading Day thereafter.


    


    “WEIGHTED
      AVERAGE VOLUME” shall mean the average of the Weighted Volume for the relevant
      days.

    


    “WEIGHTED
      VOLUME” shall mean the product of (a) the Closing Bid Price times (b) the volume
      on the Principal Market. 

    


    ARTICLE
      II

    PURCHASE
      AND SALE OF COMMON STOCK 

    


    Section
      2.1 INVESTMENTS.

    


    (a)    PUTS.
      Upon the terms and conditions set forth herein (including, without limitation,
      the provisions of Article VII), on any Put Date the Company may exercise a
      Put
      by the delivery of a Put Notice. 

     

    


    (c)    FLOOR
      PRICE. In the event that during a Valuation Period, the Bid Price on any Trading
      Day falls below ninety percent (90%) of the closing trade price on the trading
      day immediately prior to the date of the Company’s Put Notice (a “Low Bid
      Price”), for each such Trading Day the parties shall have no right and shall be
      under no obligation to purchase and sell one tenth (1/10th) of the Investment
      Amount specified in the Put Notice, and the Investment Amount shall accordingly
      be deemed reduced by such amount. In the event that during a Valuation Period
      there exists a Low Bid Price for any three (3) Trading Days—not necessarily
      consecutive—then the balance of each party’s right and obligation to purchase
      and sell the Investment Amount under such Put Notice shall terminate on such
      third Trading Day (“Termination Day”), and the Investment Amount shall be
      adjusted to include only one-tenth of the initial Investment Amount for each
      Trading Day during the Valuation Period prior to the Termination Day that the
      Bid Price equals or exceeds the Low Bid Price. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
      2.2 MECHANICS. 

    


    (a)     PUT
      NOTICE.
      At any time during the Commitment Period, the Company may deliver a Put Notice
      to Investor, subject to the conditions set forth in Section 7.2; provided,
      however, the Investment Amount for each Put as designated by the Company in
      the
      applicable Put Notice shall be neither less than the Minimum Put Amount nor
      more
      than the Maximum Put Amount.

    


    (b)    DATE
      OF
      DELIVERY OF PUT NOTICE. A Put Notice shall be deemed delivered on (i) the
      Trading Day it is received by facsimile or otherwise by Investor if such notice
      is received on or prior to 12:00 noon New York time, or (ii) the immediately
      succeeding Trading Day if it is received by facsimile or otherwise after 12:00
      noon New York time on a Trading Day or at anytime on a day which is not a
      Trading Day. 

    


    Section
      2.3  CLOSINGS. On or prior to each Interim Closing Date, or Remainder
      Closing Date, for a Put, (a) the Company shall deliver to the Investor one
      or
      more certificates representing the Interim Put Shares or Remainder Put Shares,
      as applicable, to be purchased by Investor pursuant to Section 2.1 herein,
      registered in the name of Investor and (b) provided all conditions to Closing
      have been satisfied by the Company, Investor shall deliver to the Company the
      Interim Investment Amount, or Remainder Investment Amount, as applicable, by
      wire transfer of immediately available funds within 24 hours after each Interim
      Closing Date, or Remainder Closing Date, as applicable. In lieu of delivering
      physical certificates representing the Common Stock issuable in accordance
      with
      clause (a) of this Section 2.3, and provided that the Transfer Agent then is
      participating in the Depository Trust Company (“DTC”) Fast Automated Securities
      Transfer (“FAST”) program, upon request of Investor, the Company shall use its
      commercially reasonable efforts to cause the Transfer Agent to electronically
      transmit, prior to the Closing Date, the Put Shares by crediting the account
      of
      the Investor’s prime broker with DTC through its Deposit Withdrawal Agent
      Commission (“DWAC”) system, and provide proof satisfactory to the Investor of
      such delivery. In addition, on or prior to such Closing Date, each of the
      Company and Investor shall deliver all documents, instruments and writings
      required to be delivered or reasonably requested by either of them pursuant
      to
      this Agreement in order to implement and effect the transactions contemplated
      herein. 

     

    Section
      2.4  [INTENTIONALLY OMITTED]

    


    Section
      2.5  TERMINATION OF INVESTMENT OBLIGATION. The obligation of Investor
      pursuant to this Agreement to purchase shares of Common Stock shall terminate
      permanently (including with respect to a Closing Date that has not yet occurred)
      in the event that (a) there shall occur any stop order or suspension of the
      effectiveness of any Registration Statement for an aggregate of thirty (30)
      Trading Days during the Commitment Period, for any reason other than deferrals
      or suspension during a Blackout Period in accordance with the Registration
      Rights Agreement, as a result of corporate developments subsequent to the
      Subscription Date that would require such Registration Statement to be amended
      to reflect such event in order to maintain its compliance with the disclosure
      requirements of the Securities Act, or (b) the Company shall at any time fail
      to
      comply with the requirements of Section 6.3, 6.4, or 6.6 and such failure shall
      continue for more than thirty (30) days.

    


    Section
      2.6  BLACKOUT SHARES. In the event that, (a) within fifteen (15) Trading
      Days following any Closing Date, the Company gives a Blackout Notice to Investor
      of a Blackout Period in accordance with the Registration Rights Agreement,
      and
      (b) the Bid Price on the Trading Day immediately preceding such Blackout Period
      (“OLD BID PRICE”) is greater than the Bid Price on the first Trading Day
      following such Blackout Period that Investor may sell its Registrable Securities
      pursuant to an effective Registration Statement (“NEW BID PRICE”), then the
      Company shall issue to Investor the number of additional shares of Registrable
      Securities (the “BLACKOUT SHARES”) equal to the difference between (i) the
      product of the number of Put Shares held by Investor immediately prior to the
      Blackout Period that were issued on the most recent Closing Date(the “REMAINING
      PUT SHARES”) multiplied by the Old Bid Price, divided by the New Bid Price, and
      (ii) the Remaining Put Shares that were issued on the most recent Closing Date.
      

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
      2.7 [INTENTIONALLY LEFT BLANK]

    


    Section
      2.8 LIQUIDATED DAMAGES. Each of the Company and Investor acknowledge and agree
      that the requirement to issue Blackout Shares under Section 2.6 shall give
      rise
      to liquidated damages and not penalties. Each of the Company and Investor
      further acknowledge that (a) the amount of loss or damages likely to be incurred
      is incapable or is difficult to precisely estimate, (b) the amount specified
      in
      such Section bears a reasonable proportion and is not plainly or grossly
      disproportionate to the probable loss likely to be incurred by Investor in
      connection with a Blackout Period under the Registration Rights Agreement,
      and
      (c) each of the Company and Investor are sophisticated business parties and
      have
      been represented by sophisticated and able legal and financial counsel and
      negotiated this Agreement at arm’s length. 

    


    ARTICLE
      III

    


    REPRESENTATIONS
      AND WARRANTIES OF INVESTOR 

    


    Investor
      represents and warrants to the Company that: 

    


    Section
      3.1 INTENT.
      Investor is entering into this Agreement for its own account and Investor has
      no
      present arrangement (whether or not legally binding) at any time to sell the
      Common Stock to or through any person or entity; provided, however, Investor
      reserves the right to dispose of the Common Stock at any time in accordance
      with
      federal and state securities laws applicable to such disposition.

    


    Section
      3.2 SOPHISTICATED INVESTOR. Investor is a sophisticated investor (as described
      in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined
      in
      Rule 501 of Regulation D), and Investor has such experience in business and
      financial matters that it is capable of evaluating the merits and risks of
      an
      investment in the Common Stock. Investor acknowledges that an investment in
      the
      Common Stock is speculative and involves a high degree of risk.

    


    Section
      3.3 AUTHORITY. (a) Investor has the requisite power and authority to enter
      into
      and perform its obligations under this Agreement and the transactions
      contemplated hereby in accordance with its terms; (b) the execution and delivery
      of this Agreement and the Registration Rights Agreement, and the consummation
      by
      it of the transactions contemplated hereby and thereby have been duly authorized
      by all necessary action and no further consent or authorization of Investor
      or
      its partners is required; and (c) this Agreement has been duly authorized and
      validly executed and delivered by Investor and is a valid and binding agreement
      of Investor enforceable against it in accordance with its terms, subject to
      applicable bankruptcy, insolvency, or similar laws relating to, or affecting
      generally the enforcement of, creditors’ rights and remedies or by other
      equitable principles of general application.

    


    Section
      3.4 NOT AN AFFILIATE. Investor is not an officer, director or “affiliate” (as
      that term is defined in Rule 405 of the Securities Act) of the
      Company.

    


    Section
      3.5 ORGANIZATION AND STANDING. Investor is a limited liability company duly
      organized, validly existing and in good standing under the laws of the Cayman
      Islands, and has all requisite power and authority to own, lease and operate
      its
      properties and to carry on its business as now being conducted. Investor is
      duly
      qualified as a foreign corporation to do business and is in good standing in
      every jurisdiction in which the nature of the business conducted or property
      owned by it makes such qualification necessary, other than those in which the
      failure so to qualify would not have a material adverse effect on
      Investor.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
      3.6 ABSENCE OF CONFLICTS. The execution and delivery of this Agreement and
      any
      other document or instrument contemplated hereby, and the consummation of the
      transactions contemplated hereby and thereby, and compliance with the
      requirements hereof and thereof, will not (a) violate any law, rule, regulation,
      order, writ, judgment, injunction, decree or award binding on Investor, (b)
      violate any provision of any indenture, instrument or agreement to which
      Investor is a party or is subject, or by which Investor or any of its assets
      is
      bound, or conflict with or constitute a material default thereunder, (c) result
      in the creation or imposition of any lien pursuant to the terms of any such
      indenture, instrument or agreement, or constitute a breach of any fiduciary
      duty
      owed by Investor to any third party, or (d) require the approval of any
      third-party (that has not been obtained) pursuant to any material contract,
      instrument, agreement, relationship or legal obligation to which Investor is
      subject or to which any of its assets, operations or management may be
      subject.

    


    Section
      3.7 DISCLOSURE; ACCESS TO INFORMATION. Investor has received all documents,
      records, books and other information pertaining to Investor’s investment in the
      Company that has been requested by Investor. Investor has reviewed or received
      copies of the SEC Documents.

    


    Section
      3.8 MANNER OF SALE. At no time was Investor presented with or solicited by
      or
      through any leaflet, public promotional meeting, television advertisement or
      any
      other form of general solicitation or advertising.

    


    Section
      3.9 FINANCIAL CAPABILITY. Investor presently has the financial capacity and
      the
      necessary capital to perform its obligations hereunder and shall and has
      provided to the Company such financial and other information that the Company
      has requested to demonstrate such capacity.

    


    ARTICLE
      IV 

    


    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY 

    


    The
      Company represents and warrants to Investor that, except as disclosed in the
      SEC
      Documents: 

    


    Section
      4.1 ORGANIZATION OF THE COMPANY. The Company is a corporation duly organized
      and
      validly existing and in good standing under the laws of the State of Nevada,
      and
      has all requisite power and authority to own, lease and operate its properties
      and to carry on its business as now being conducted. The Company is duly
      qualified as a foreign corporation to do business and is in good standing in
      every jurisdiction in which the nature of the business conducted or property
      owned by it makes such qualification necessary, other than those in which the
      failure so to qualify would not have a Material Adverse Effect. 

    


    Section
      4.2 AUTHORITY. (a) The Company has the requisite corporate power and authority
      to enter into and perform its obligations under this Agreement and the
      Registration Rights Agreement and to issue the Put Shares and the Blackout
      Shares, if any; (b) the execution and delivery of this Agreement and the
      Registration Rights Agreement by the Company and the consummation by it of
      the
      transactions contemplated hereby and thereby have been duly authorized by all
      necessary corporate action and no further consent or authorization of the
      Company or its Board of Directors or stockholders is required; and (c) each
      of
      this Agreement and the Registration Rights Agreement has been duly executed
      and
      delivered by the Company and constitute valid and binding obligations of the
      Company enforceable against the Company in accordance with their respective
      terms, except as such enforceability may be limited by applicable bankruptcy,
      insolvency, or similar laws relating to, or affecting generally the enforcement
      of, creditors’ rights and remedies or by other equitable principles of general
      application. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
      4.3 CAPITALIZATION.
      As of June 22, 2007, the authorized capital stock of the Company consisted
      of
      500,000,000 shares of Common Stock, $.001 par value of which 70,826,542 shares
      are issued and outstanding, and no shares of Preferred stock authorized. Except
      as set forth in Schedule 4.3, there are no options, warrants, or rights to
      subscribe to, securities, rights or obligations convertible into or exchangeable
      for or giving any right to subscribe for any shares of capital stock of the
      Company. All of the outstanding shares of Common Stock of the Company have
      been
      duly and validly authorized and issued and are fully paid and nonassessable.
      

     

    Section
      4.4 COMMON STOCK. The Company has registered the Common Stock pursuant to
      Section 12(b) or 12(g) of the Exchange Act and is in full compliance with all
      reporting requirements of the Exchange Act, and the Company has maintained
      all
      requirements for the continued listing or quotation of the Common Stock, and
      such Common Stock is currently listed or quoted on the Principal Market. As
      of
      the date of this Agreement, the Principal Market is the OTC Bulletin Board.
      

    


    Section
      4.5 SEC DOCUMENTS. The Company has delivered or made available to Investor
      true
      and complete copies of the SEC Documents on file as of
      June
      22,
      2007.
      To the
      best of Company’s knowledge, the Company has not provided to Investor any
      information that, according to applicable law, rule or regulation should have
      been disclosed publicly prior to the date hereof by the Company, but which
      has
      not been so disclosed. As of their respective dates, the SEC Documents complied
      in all material respects with the requirements of the Securities Act or the
      Exchange Act, as the case may be, and other federal, state and local laws,
      rules
      and regulations applicable to such SEC Documents, and 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 in order to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading. The financial statements of the Company included in the SEC
      Documents comply as to form and substance in all material respects with
      applicable accounting requirements and the published rules and regulations
      of
      the SEC or other applicable rules and regulations with respect thereto. Such
      financial statements have been prepared in accordance with generally accepted
      accounting principles applied on a consistent basis during the periods involved
      (except (a) as may be otherwise indicated in such financial statements or the
      notes thereto or (b) in the case of unaudited interim statements, to the extent
      they may not include 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 operations and cash flows for the
      periods then ended (subject, in the case of unaudited statements, to normal
      year-end audit adjustments). 

     

    Section
      4.6 EXEMPTION FROM REGISTRATION; VALID ISSUANCES. To the best of Company’s
      knowledge, the sale and issuance of the Put Shares and the Blackout Shares,
      if
      any, in accordance with the terms and on the bases of the representations and
      warranties set forth in this Agreement, may and shall be properly issued by
      the
      Company to Investor pursuant to an exemption from registration pursuant to
      the
      Securities Act and/or any applicable state law. When issued and paid for as
      herein provided, the Put Shares, and the Blackout Shares, if any, shall be
      duly
      and validly issued, fully paid, and nonassessable. Neither the sales of the
      Put
      Shares or the Blackout Shares, if any, pursuant to, nor the Company’s
      performance of its obligations under, this Agreement or the Registration Rights
      Agreement shall (a) result in the creation or imposition of any liens, charges,
      claims or other encumbrances upon the Put Shares or the Blackout Shares, if
      any,
      or any of the assets of the Company, or (b) entitle the holders of Outstanding
      Common Stock to preemptive or other rights to subscribe to or acquire the Common
      Stock or other securities of the Company. The Put Shares and the Blackout
      Shares, if any, shall not subject Investor to personal liability by reason
      of
      the ownership thereof.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
      4.7 NO GENERAL SOLICITATION OR ADVERTISING IN REGARD TO THIS TRANSACTION.
      Neither the Company nor any of its affiliates nor any person acting on its
      or
      their behalf (a) has conducted or will conduct any general solicitation (as
      that
      term is used in Rule 502(c) of Regulation D) or general advertising with respect
      to any of the Put Shares or the Blackout Shares, if any, or (b) made any offers
      or sales of any security or solicited any offers to buy any security under
      any
      circumstances that would require registration of the Common Stock under the
      Securities Act. 

     

    Section
      4.8 CORPORATE DOCUMENTS. The Company has furnished or made available to Investor
      true and correct copies of the Company’s Certificate of Incorporation, as
      amended and in effect on the date hereof (the “CERTIFICATE”), and the Company’s
      By-Laws, as amended and in effect on the date hereof (the “BY-LAWS”).


    


    Section
      4.9 NO CONFLICTS. The execution, delivery and performance of this Agreement
      by
      the Company and the consummation by the Company of the transactions contemplated
      hereby, including without limitation the issuance of the Put Shares and the
      Blackout Shares, if any, do not and will not (a) result in a violation of the
      Certificate or By-Laws or (b) conflict with, or constitute a material default
      (or an event that 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, indenture, instrument
      or any “lock-up” or similar provision of any underwriting or similar agreement
      to which the Company is a party, or (c) result in a violation of any federal,
      state, local or foreign law, rule, regulation, order, judgment or decree
      (including federal and state securities laws and regulations) applicable to
      the
      Company or by which any property or asset of the Company is bound or affected
      (except for such conflicts, defaults, terminations, amendments, accelerations,
      cancellations and violations as would not, individually or in the aggregate,
      have a Material Adverse Effect) nor is the Company otherwise in violation of,
      conflict with or in default under any of the foregoing; provided, however,
      that
      for purposes of the Company’s representations and warranties as to violations of
      foreign law, rule or regulation referenced in clause (c), such representations
      and warranties are made only to the best of the Company’s knowledge insofar as
      the execution, delivery and performance of this Agreement by the Company and
      the
      consummation by the Company of the transactions contemplated hereby are or
      may
      be affected by the status of Investor under or pursuant to any such foreign
      law,
      rule or regulation. The business of the Company is not being conducted in
      violation of any law, ordinance or regulation of any governmental entity, except
      for possible violations that either singly or in the aggregate do not and will
      not have a Material Adverse Effect. The Company is not required under federal,
      state or local law, rule or regulation to obtain any consent, authorization
      or
      order of, or make any filing or registration with, any court or governmental
      agency in order for it to execute, deliver or perform any of its obligations
      under this Agreement or issue and sell the Common Stock in accordance with
      the
      terms hereof(other than any SEC, NASD or state securities filings that may
      be
      required to be made by the Company subsequent to any Closing, any registration
      statement that may be filed pursuant hereto, and any shareholder approval
      required by the rules applicable to companies whose common stock trades on
      the
      Over The Counter Bulletin Board); provided that, for purposes of the
      representation made in this sentence, the Company is assuming and relying upon
      the accuracy of the relevant representations and agreements of Investor herein.
      

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
      4.10 NO MATERIAL ADVERSE CHANGE. Since December
      31,
      2006, no event has occurred that would have a Material Adverse Effect on the
      Company, except as disclosed in the SEC Documents on file on the date
      hereof.

    


    Section
      4.11 NO
      UNDISCLOSED LIABILITIES. The Company has no liabilities or obligations that
      are
      material, individually or in the aggregate, and that are not disclosed in the
      SEC Documents on file on the date hereof or otherwise publicly announced, other
      than those incurred in the ordinary course of the Company’s businesses since
March
      31,
      2007 and which, individually or in the aggregate, do not or would not have
      a
      Material Adverse Effect on the Company.

    


    Section
      4.12 NO
      UNDISCLOSED EVENTS OR CIRCUMSTANCES. Since
      March
      31, 2007, no event or circumstance has occurred or exists with respect to the
      Company or its businesses, properties, prospects, operations or financial
      condition, that, under applicable law, rule or regulation, requires public
      disclosure or announcement prior to the date hereof by the Company but which
      has
      not been so publicly announced or disclosed in the SEC Documents on file on
      the
      date hereof. 

    


    Section
      4.13 NO
      INTEGRATED OFFERING. Neither the Company, nor any of its affiliates, nor any
      person acting on its or their behalf has, directly or indirectly, made any
      offers or sales of any security or solicited any offers to buy any security,
      other than pursuant to this Agreement, under circumstances that would require
      registration of the Common Stock under the Securities Act.

    


    Section
      4.14 LITIGATION AND OTHER PROCEEDINGS. Except as may be
      set
      forth in
      the SEC Documents on file on the date hereof, there are no lawsuits or
      proceedings pending or to the best knowledge of the Company threatened, against
      the Company, nor has the Company received any written or oral notice of any
      such
      action, suit, proceeding or investigation, which would have a Material Adverse
      Effect. Except as set forth in the SEC Documents on file on the date hereof,
      no
      judgment, order, writ, injunction or decree or award has been issued by or,
      so
      far as is known by the Company, requested of any court, arbitrator or
      governmental agency which would have a Material Adverse Effect. 

    


    Section
      4.15 NO MISLEADING OR UNTRUE COMMUNICATION. The Company, any Person representing
      the Company, and, to the knowledge of the Company, any other Person selling
      or
      offering to sell the Put Shares or the Blackout Shares, if any, in connection
      with the transactions contemplated by this Agreement, have not made, at any
      time, any oral communication in connection with the offer or sale of the same
      which contained any untrue statement of a material fact or omitted to state
      any
      material fact necessary in order to make the statements, in the light of the
      circumstances under which they were made, not misleading.

    


    


    ARTICLE
      V

    


    COVENANTS
      OF INVESTOR

    


    Section
      5.1 COMPLIANCE WITH LAW. Investor’s trading activities with respect to shares of
      the Common Stock will be in compliance with all applicable state and federal
      securities laws, rules and regulations and the rules and regulations of the
      NASD
      and the Principal Market on which the Common stock is listed. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
      VI

    


    COVENANTS
      OF THE COMPANY

    


    Section
      6.1 REGISTRATION RIGHTS. The Company shall cause the Registration Rights
      Agreement to remain in full force and effect and the Company shall comply in
      all
      respects with the terms thereof.

    


    Section
      6.2 RESERVATION OF COMMON STOCK. The Company shall have available and the
      Company shall reserve and keep available at all times, free of preemptive
      rights, shares of Common Stock for the purpose of enabling the Company to
      satisfy any obligation to issue the Put Shares and the Blackout Shares, if
      any;
      such amount of shares of Common Stock to be reserved shall be calculated based
      upon a minimum Purchase Price of $.13 for the Put Shares under the terms and
      conditions of this Agreement and a good faith estimate by the Company in
      consultation with Investor of the number of Blackout Shares, if any, that will
      need to be issued. The number of shares so reserved from time to time, as
      theretofore increased or reduced as hereinafter provided, may be reduced by
      the
      number of shares actually delivered hereunder.

    


    Section
      6.3 LISTING OF COMMON STOCK. The Company shall maintain the listing of the
      Common Stock on a Principal Market and, if applicable, will cause the Put Shares
      and the Blackout Shares, if any, to be listed on the Principal Market. The
      Company further shall, if the Company applies to have the Common Stock traded
      on
      any other Principal Market, include in such application the Put Shares and
      the
      Blackout Shares, if any, and shall take such other action as is necessary or
      desirable in the reasonable opinion of Investor to cause the Common Stock to
      be
      listed on such other Principal Market as promptly as possible. The Company
      shall
      use its commercially reasonable efforts to continue the listing and trading
      of
      the Common Stock on the Principal Market (including, without limitation,
      maintaining sufficient net tangible assets) and will comply in all respects
      with
      the Company’s reporting, filing and other obligations under the bylaws or rules
      of the NASD and the Principal Market.

    


    Section
      6.4 EXCHANGE ACT REGISTRATION. The Company shall take all commercially
      reasonable steps to cause the Common Stock to continue to be registered under
      Section 12(g) or 12(b) of the Exchange Act, will use its commercially reasonable
      efforts to comply in all material respects with its reporting and filing
      obligations under said Act, and will not take any action or file any document
      (whether or not permitted by said Act or the rules thereunder)to terminate
      or
      suspend such registration or to terminate or suspend its reporting and filing
      obligations under said Act.

    


    Section
      6.5 LEGENDS. The certificates evidencing the Put Shares and the Blackout Shares,
      if any, shall be free of legends, except as provided for in Article
      VIII.

    


    Section
      6.6 CORPORATE EXISTENCE. The Company shall take all commercially reasonable
      steps necessary to preserve and continue the corporate existence of the Company.
      

    


    Section
      6.7 [INTENTIONALLY OMITTED]

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
      6.8 NOTICE OF CERTAIN EVENTS AFFECTING REGISTRATION; SUSPENSION OF RIGHT TO
      MAKE
      A PUT. The Company shall promptly notify 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 Registrable Securities: (a) 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; (b) 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;
      (c) receipt of any notification with respect to the suspension of the
      qualification or exemption from qualification of any of the Registrable
      Securities for sale in any jurisdiction or the initiation or threatening of
      any
      proceeding for such purpose; (d) 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 (e) the Company’s reasonable
      determination that a post-effective amendment to the registration statement
      would be appropriate, and the Company shall promptly make available to Investor
      any such supplement or amendment to the related prospectus. The Company shall
      not deliver to Investor any Put Notice during the continuation of any of the
      foregoing events.

    


    Section
      6.9 [Reserved]

    


    Section
      6.10 CONSOLIDATION; MERGER. The Company shall not, at any time after the date
      hereof, effect any merger or consolidation of the Company with or into, or
      a
      transfer of all or substantially all of the assets of the Company to, another
      entity unless the resulting successor or acquiring entity (if not the Company)
      assumes by written instrument the obligation to deliver to Investor such shares
      of Common Stock and/or securities as Investor is entitled to receive pursuant
      to
      this Agreement. 

    


    Section
      6.11 ISSUANCE OF PUT SHARES AND BLACKOUT SHARES. The sale of the Put Shares
      and
      the issuance of the Blackout Shares, if any, shall be made in accordance with
      the provisions and requirements of Regulation D (or shall otherwise be exempt
      from the registration requirements of the Securities Act) and any applicable
      state law.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    



    Section
      6.12 REIMBURSEMENT. If (i) Investor, other than by reason of its gross
      negligence or willful misconduct, becomes involved in any capacity in any
      action, proceeding or investigation brought by any shareholder of the Company,
      in connection with or as a result of the consummation of the transactions
      contemplated by the Transaction Documents, or if Investor is impleaded in any
      such action, proceeding or investigation by any person, or (ii) Investor, other
      than by reason of its gross negligence or willful misconduct or by reason of
      its
      trading of the Common Stock in a manner that is illegal under the federal
      securities laws, becomes involved in any capacity in any action, proceeding
      or
      investigation brought by the SEC against or involving the Company or in
      connection with or as a result of the consummation of the transactions
      contemplated by the Transaction Documents, or if Investor is impleaded in any
      such action, proceeding or investigation by any person, then in any such case,
      the Company will reimburse Investor for its reasonable legal and other expenses
      (including the cost of any investigation and preparation) incurred in connection
      therewith, as such expenses are incurred. In addition, other than with respect
      to any matter in which Investor is a named party, the Company will pay to
      Investor the charges, as reasonably determined by Investor, for the time of
      any
      officers or employees of Investor devoted to appearing and preparing to appear
      as witnesses, assisting in preparation for hearings, trials or pretrial matters,
      or otherwise with respect to inquiries, hearing, trials, and other proceedings
      relating to the subject matter of this Agreement. The reimbursement obligations
      of the Company under this section shall be in addition to any liability which
      the Company may otherwise have, shall extend upon the same terms and conditions
      to any affiliates of Investor that are actually named in such action, proceeding
      or investigation, and partners, directors, agents, employees and controlling
      persons (if any), as the case may be, of Investor and any such affiliate, and
      shall be binding upon and inure to the benefit of any successors, assigns,
      heirs
      and personal representatives of the Company, Investor and any such affiliate
      and
      any such person.

    


    Section
      6.13 DILUTION. The number of shares of Common Stock issuable as Put Shares
      may
      increase substantially 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
      Commitment 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. The board
      of
      directors of the Company has concluded, in its good faith business judgment
      that
      such issuance is in the best interests of the Company. The Company specifically
      acknowledges that its obligation to issue the Put Shares is binding upon the
      Company and enforceable regardless of the dilution such issuance may have on
      the
      ownership interests of other shareholders of the Company.

    


    Section
      6.14 CERTAIN AGREEMENTS. The Company covenants and agrees that it will not,
      without the prior written consent of the Investor, enter into any subsequent
      or
      further equity credit line agreement (however denominated) with any third party
      during the Commitment Period.

    
 

    ARTICLE
      VII

    


    CONDITIONS
      TO DELIVERY OF

    PUT
      NOTICES AND CONDITIONS TO CLOSING

    


    Section
      7.1 CONDITIONS PRECEDENT TO THE OBLIGATION OF THE COMPANY TO ISSUE AND SELL
      COMMON STOCK. The obligation hereunder of the Company to issue and sell the
      Put
      Shares to Investor incident to each Closing is subject to the satisfaction,
      at
      or before each such Closing, of each of the conditions set forth below.


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (a)
      ACCURACY OF INVESTOR’S REPRESENTATIONS AND WARRANTIES. The representations and
      warranties of Investor shall be true and correct in all material respects as
      of
      the date of this Agreement and as of the date of each such Closing as though
      made at each such time, except for changes which have not had a Material Adverse
      Effect. 

    


    (b)
      PERFORMANCE BY INVESTOR. Investor shall have performed, satisfied and complied
      in all respects with all covenants, agreements and conditions required by this
      Agreement to be performed, satisfied or complied with by Investor at or prior
      to
      such Closing.

    


    Section
      7.2 CONDITIONS PRECEDENT TO THE RIGHT OF THE COMPANY TO DELIVER A PUT NOTICE
      AND
      THE OBLIGATION OF INVESTOR TO PURCHASE PUT SHARES. The right of the Company
      to
      deliver a Put Notice and the obligation of Investor hereunder to acquire and
      pay
      for the Put Shares incident to a Closing is subject to the satisfaction, on
      (a)
      the date of delivery of such Put Notice and (b) the applicable Closing Date
      (each a “CONDITION SATISFACTION DATE”), of each of the following conditions:


    


    (a)
      REGISTRATION OF REGISTRABLE SECURITIES WITH THE SEC. As set forth in the
      Registration Rights Agreement, the Company shall have filed with the SEC the
      Initial Registration Statement with respect to the resale of the Initial
      Registrable Securities by Investor and such Registration Statement shall have
      been declared effective by the SEC prior to the first Put Date. For the purposes
      of any Put Notice with respect to the Registrable Securities other than the
      Initial Registrable Securities, the Company shall have filed with the SEC a
      Registration Statement with respect to the resale of such Registrable Securities
      by Investor which shall have been declared effective by the SEC prior to the
      Put
      Date therefore. 

    


    


    (b)
      EFFECTIVE REGISTRATION STATEMENT. As set forth in the Registration Rights
      Agreement, a Registration Statement shall have previously become effective
      for
      the resale by Investor of the Registrable Securities subject to such Put Notice
      and such Registration Statement shall remain effective on each Condition
      Satisfaction Date and (i) neither the Company nor Investor shall have received
      notice that the SEC has issued or intends to issue a stop order with respect
      to
      such Registration Statement or that the SEC otherwise has suspended or withdrawn
      the effectiveness of such Registration Statement, either temporarily or
      permanently, or intends or has threatened to do so (unless the SEC’s concerns
      have been addressed and Investor is reasonably satisfied that the SEC no longer
      is considering or intends to take such action),and (ii) no other suspension
      of
      the use or withdrawal of the effectiveness of such Registration Statement or
      related prospectus shall exist.

    


    (c)
      ACCURACY OF THE COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations
      and warranties of the Company shall be true and correct in all material respects
      as of each Condition Satisfaction Date as though made at each such time (except
      for representations and warranties specifically made as of a particular date)
      with respect to all periods, and as to all events and circumstances occurring
      or
      existing to and including each Condition Satisfaction Date, except for any
      conditions which have temporarily caused any representations or warranties
      herein to be incorrect and which have been corrected with no continuing
material
      impairment
      to the Company or Investor.

    


    (d)
      PERFORMANCE BY THE COMPANY. The Company shall have performed, satisfied and
      complied in all material respects with all covenants, agreements and conditions
      required by this Agreement and the Registration Rights Agreement to be
      performed, satisfied or complied with by the Company at or prior to each
      Condition Satisfaction Date.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (e)
      NO
      INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or
      injunction shall have been enacted, entered, promulgated or adopted by any
      court
      or governmental authority of competent jurisdiction that prohibits or directly
      and materially adversely affects any of the transactions contemplated by this
      Agreement, and no proceeding shall have been commenced that may have the effect
      of prohibiting or materially adversely affecting any of the transactions
      contemplated by this Agreement.

    


    (f)
      ADVERSE
      CHANGES. Since the date of filing of the Company's most recent SEC Document,
      no
      event that had or is reasonably likely to have a Material Adverse Effect has
      occurred. 

     

     (g)
      NO
      SUSPENSION OF TRADING IN OR DELISTING OF COMMON STOCK. The trading of the Common
      Stock shall not have been suspended by the SEC, the Principal Market or the
      NASD
      and the Common Stock shall have been approved for listing or quotation on and
      shall not have been delisted from the Principal Market.

    


    (h)
      LEGAL
      OPINION. The Company shall have caused to be delivered to Investor, within
      five
      (5) Trading Days of the effective date of the Initial Registration Statement
      and
      each subsequent Registration Statement, an opinion of the Company’s legal
      counsel in the form of Exhibit C hereto, addressed to Investor.

    


    (i)
      [INTENTIONALLY OMITTED]

    


    (j)
      FIVE
      PERCENT LIMITATION Notwithstanding anything to the contrary contained herein,
      if, on any Closing Date, the number of Put Shares then to be purchased pursuant
      to a Put Notice by Investor would, when aggregated with all other shares of
      Common Stock then held by Investor (including, for the purposes of this Section
      7.2(j), Common Stock issuable upon conversion, exercise or exchange, as
      applicable, of Common Stock Equivalents then held by Investor), cause Investor
      to beneficially own in excess of 4.999% of the total number of issued and
      outstanding shares of Common Stock after giving effect to the Put (the
“Percentage Cap”), then the number of Put Shares shall be reduced to the extent
      necessary for Investor’s beneficial ownership of Common Stock, after giving
      effect to the Put, not to exceed the Percentage Cap. For such purposes,
      beneficial ownership shall be determined in accordance with Section 13(d) of
      the
      Exchange Act and the rules and regulations promulgated thereunder. In the event
      the number of Put Shares with respect to any Put are required to be reduced
      pursuant to this Section 7.2(j), Investor shall provide, via facsimile, as
      soon
      as possible on the Closing Date, and in no event later than 12:00 p.m. EST,
      a
      notice to the Company setting forth the maximum number of shares issuable
      pursuant to such put which would not result in Investor’s beneficial ownership
      exceeding the Percentage Cap.

    


    (k)
      NO
      KNOWLEDGE. The Company shall have no knowledge of any event more likely than
      not
      to have the effect of causing such Registration Statement to be suspended or
      otherwise ineffective (which event is more likely than not to occur within
      the
      fifteen Trading Days following the Trading Day on which such Notice is deemed
      delivered.

    


    (l)
      SHAREHOLDER VOTE. The issuance of shares of Common Stock with respect to the
      applicable Closing, if any, shall not violate the shareholder approval
      requirements of the Principal Market.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (m)
      OTHER. On each Condition Satisfaction Date, Investor shall have received and
      been reasonably satisfied with such other certificates and documents as shall
      have been reasonably requested by Investor in order for Investor to confirm
      the
      Company’s satisfaction of the conditions set forth in this Section 7.2.,
      including, without limitation, a certificate in substantially the form and
      substance of Exhibit D hereto, executed by an executive officer of the Company
      and to the effect that all the conditions to such Closing shall have been
      satisfied as at the date of each such certificate.

    


    Section
      7.3  DUE DILIGENCE REVIEW; NON-DISCLOSURE OF NON-PUBLIC
      INFORMATION.

    


    (a)
      The
      Company shall make available for inspection and review by Investor, advisors
      to
      and representatives of Investor (who may or may not be affiliated with Investor
      and who are reasonably acceptable to the Company), and any Underwriter, any
      Registration Statement or amendment or supplement thereto or any blue sky,
      NASD
      or other filing, all financial and other records, all SEC Documents and other
      filings with the SEC, and all other corporate documents and properties of the
      Company as may be reasonably necessary for the purpose of such review, and
      cause
      the Company’s officers, directors and employees to supply all such information
      reasonably requested by Investor or any such representative, advisor or
      Underwriter in connection with such Registration Statement (including, without
      limitation, in response to all questions and other inquiries reasonably made
      or
      submitted by any of them), prior to and from time to time after the filing
      and
      effectiveness of such Registration. 

    


    (b)
      Each
      of the Company, its officers, directors, employees and agents shall in no event
      disclose non-public information to Investor, advisors to or representatives
      of
      Investor.

    


    (c)
      Nothing herein shall require the Company to disclose non-public information
      to
      Investor or its advisors or representatives, and the Company represents that
      it
      does not disseminate non-public information to any investors who purchase stock
      in the Company in a public offering, to money managers or to securities
      analysts; provided, however, that notwithstanding anything herein to the
      contrary, the Company shall, as hereinabove provided, immediately notify the
      advisors and representatives of Investor and 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 a 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 7.3 shall be construed to mean that such
      persons or entities other than Investor (without the written consent of 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 and
      conditions of this Agreement and nothing herein shall prevent any such persons
      or entities from notifying the Company of their opinion that based on such
      due
      diligence by such persons or entities, any Registration Statement contains
      an
      untrue statement of a material fact or omits a material fact required to be
      stated in such Registration Statement or necessary to make the statements
      contained therein, in light of the circumstances in which they were made, not
      misleading.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
      VIII 

    


    LEGENDS

    


    Section
      8.1 LEGENDS. (a) Except
      as
      otherwise provided below, each certificate representing Registrable Securities
      will bear the following legend (the “LEGEND”):

    


    The
      securities represented by this certificate have not been registered under the
      Securities Act of 1933 (the “Securities Act”) or qualified under applicable
      state securities laws. These securities may not be offered, sold, pledged,
      hypothecated, transferred or otherwise disposed of except pursuant to (i) an
      effective registration statement and qualification in effect with respect
      thereto under the Securities Act and under any applicable state securities
      law,
      (ii) to the extent applicable, Rule 144 under the Securities Act, or (iii)
      an
      opinion of counsel reasonably acceptable to the Company that such registration
      and qualification is not required under applicable federal and state securities
      laws.”

    


    (b) As
      soon
      as practicable after the execution and delivery hereof, the Company shall issue
      to the Transfer Agent the Transfer Agent Instructions. Such instructions shall
      be irrevocable by the Company from and after the date thereof or from and after
      the issuance thereof except as otherwise expressly provided in the Registration
      Rights Agreement. It is the intent and purpose of such instructions, as provided
      therein, to require the Transfer Agent to issue to Investor certificates
      evidencing shares of Common Stock incident to a Closing, free of the Legend,
      without consultation by the transfer agent with the Company or its counsel
      and
      without the need for any further advice or instruction or documentation to
      the
      Transfer Agent by or from the Company or its counsel or Investor; provided
      that
      (a) a Registration Statement shall then be effective, (b) Investor confirms
      to
      the Transfer Agent and the Company that it has or intends to sell such Common
      Stock to a third party which is not an affiliate of Investor or the Company
      and
      Investor agrees to redeliver the certificate representing such shares of Common
      Stock to the Transfer Agent to add the Legend in the event the Common Stock
      is
      not sold, and (c) Investor confirms to the transfer agent and the Company that
      Investor has complied with the prospectus delivery requirement under the
      Securities Act. At any time after the Effective Date, upon surrender of one
      or
      more certificates evidencing Common Stock that bear the Legend, to the extent
      accompanied by a notice requesting the issuance of new certificates free of
      the
      Legend to replace those surrendered.

    


    Section
      8.2 NO OTHER LEGEND OR STOCK TRANSFER RESTRICTIONS. No legend other than the
      one
      specified in Section 8.1 has been or shall be placed on the share certificates
      representing the Common Stock and no instructions or “stop transfers orders,” so
      called, “stock transfer restrictions,” or other restrictions have been or shall
      be given to the Company’s transfer agent with respect thereto other than as
      expressly set forth in this Article VIII.

    


    Section
      8.3 COVER. If the Company fails for any reason to deliver the Put Shares on
      such
      Closing Date and the holder of the Put Shares (a “Investor”) purchases, in an
      open market transaction or otherwise, shares of Common Stock (the “Covering
      Shares”) in order to make delivery in satisfaction of a sale of Common Stock by
      such Investor (the “Sold Shares”), which delivery such Investor anticipated to
      make using the Put Shares (a “Buy-In”), then the Company shall pay to such
      Investor, in addition to all other amounts contemplated in other provisions
      of
      the Transaction Documents, and not in lieu thereof, the Buy-In Adjustment Amount
      (as defined below). The “Buy-In Adjustment Amount” is the amount equal to the
      excess, if any, of (x) such Investor’s total purchase price (including brokerage
      commissions, if any) for the Covering Shares over (y) the net proceeds (after
      brokerage commissions, if any) received by such Investor from the sale of the
      Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such Investor
      in immediately available funds immediately upon demand by such Investor. By
      way
      of illustration and not in limitation of the foregoing, if such Investor
      purchases Covering Shares having a total purchase price (including brokerage
      commissions) of $11,000 to cover a Buy-In with respect to shares of Common
      Stock
      that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that
      the
      Company will be required to pay to such Investor will be $1,000.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
      8.4 INVESTOR’S COMPLIANCE. Nothing in this Article VIII shall affect in any way
      Investor’s obligations under any agreement to comply with all applicable
      securities laws upon resale of the Common Stock.

    


    ARTICLE
      IX

    


    NOTICES;
      INDEMNIFICATION

    


    Section
      9.1 NOTICES. All notices, demands, requests, consents, approvals, and other
      communications required or permitted hereunder shall be in writing and, unless
      otherwise specified herein, shall be (a) personally served,(b) deposited in
      the
      mail, registered or certified, return receipt requested, postage prepaid, (c)
      delivered by reputable air courier service with charges prepaid, or (d)
      transmitted by hand delivery, telegram, or facsimile, addressed as set forth
      below or to such other address as such party shall have specified most recently
      by written notice given in accordance herewith. Any notice or other
      communication required or permitted to be given hereunder shall be deemed
      effective (i) upon hand delivery or delivery by facsimile, with accurate
      confirmation generated by the transmitting facsimile machine, at the address
      or
      number designated below (if delivered on a business day during normal business
      hours where such notice is to be received), or the first business day following
      such delivery (if delivered other than on a business day during normal business
      hours where such notice is to be received) or (ii) on the second business day
      following the date of mailing by express courier service or on the fifth
      business day after deposited in the mail, in each case, fully prepaid, addressed
      to such address, or upon actual receipt of such mailing, whichever shall first
      occur. The addresses for such communications shall be: 

    


    If
      to the
      Company:  Pure
      Vanilla eXchange, Inc.

        805
      Third
      Avenue

    15th
      Floor

    New
      York,
      NY 10022

    Telephone
      No.:212-972-1600

    Telecopier
      No.: 212-972-1666

    


    


    with
      a
      copy (which shall not constitute notice) to:  

    


    Anslow
      & Jaclin, LLP

    195
      Route
      9

    Suite
      204

    Manalapan,
      NJ


    Telephone
      No.: 732-409-1212

    Telecopier
      No.: 732-577-1188

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    If
      to
      Investor:       Brittany
      Capital Management Ltd. 

    Cumberland
      House

    27
      Cumberland Street

    PO
      Box
      N-10818

    Nassau,
      New Providence

    Bahamas

    


    with
      a
      copy (which shall not constitute notice) to:

    


    Southridge
      Capital Management LLC

    90
      Grove
      Street

    Ridgefield,
      CT 06877 

    Telephone:
      (203) 431-8300

    Facsimile:
      (203) 431-8301

     

    


    Either
      party hereto may from time to time change its address or facsimile number for
      notices under this Section 9.1 by giving at least ten (10) days’ prior written
      notice of such changed address or facsimile number to the other party hereto.
      

    


    Section
      9.2  INDEMNIFICATION.

    


    The
      Company agrees to indemnify and hold harmless Investor and its officers,
      directors, employees, and agents, and each Person or entity, if any, who
      controls Investor within the meaning of Section 15 of the Securities Act or
      Section 20 of the Exchange Act, together with the Controlling Persons (as
      defined in the Registration Rights Agreement) from and against any Damages,
      joint or several, and any action in respect thereof to which Investor, its
      partners, affiliates, officers, directors, employees, and duly authorized
      agents, and any such Controlling Person becomes subject to, resulting from,
      arising out of or relating to any misrepresentation, breach of warranty or
      nonfulfillment of or failure to perform any covenant or agreement on the part
      of
      Company contained in this Agreement, as such Damages are incurred, except to
      the
      extent such Damages result primarily from Investor’s failure to perform any
      covenant or agreement contained in this Agreement or Investor’s or its
      officer’s, director’s, employee’s, agent’s or Controlling Person’s negligence,
      recklessness or bad faith in performing its obligations under this Agreement.
      

    


    Section
      9.3  METHOD OF ASSERTING INDEMNIFICATION CLAIMS. All claims for
      indemnification by any Indemnified Party (as defined below) under Section 9.2
      shall be asserted and resolved as follows:

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (a) 
      In the event any claim or demand in respect of which any person claiming
      indemnification under any provision of this Article (an “INDEMNIFIED PARTY”)
      might seek indemnity under this Article is asserted against or sought to be
      collected from such Indemnified Party by a person other than a party hereto
      or
      an affiliate thereof (a “THIRD PARTY CLAIM”), the Indemnified Party shall
      deliver a written notification, enclosing a copy of all papers served, if any,
      and specifying the nature of and basis for such Third Party Claim and for the
      Indemnified Party’s claim for indemnification that is being asserted under any
      provision of this Article against any person (the “INDEMNIFYING PARTY”),
      together with the amount or, if not then reasonably ascertainable, the estimated
      amount, determined in good faith, of such Third Party Claim (a “CLAIM NOTICE”)
      with reasonable promptness to the Indemnifying Party. If the Indemnified Party
      fails to provide the Claim Notice with reasonable promptness after the
      Indemnified Party receives notice of such Third Party Claim, the Indemnifying
      Party shall not be obligated to indemnify the Indemnified Party with respect
      to
      such Third Party Claim to the extent that the Indemnifying Party’s ability to
      defend has been prejudiced by such failure of the Indemnified Party. The
      Indemnifying Party shall notify the Indemnified Party as soon as practicable
      within the period ending thirty (30) calendar days following receipt by the
      Indemnifying Party of either a Claim Notice or an Indemnity Notice (as defined
      below) (the “DISPUTE PERIOD”) whether the Indemnifying Party disputes its
      liability or the amount of its liability to the Indemnified Party under this
      Article and whether the Indemnifying Party desires, at its sole cost and
      expense, to defend the Indemnified Party against such Third Party Claim.(i)If
      the Indemnifying Party notifies the Indemnified Party within the Dispute Period
      that the Indemnifying Party desires to defend the Indemnified Party with respect
      to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying
      Party shall have the right to defend, with counsel reasonably satisfactory
      to
      the Indemnified Party, at the sole cost and expense of the Indemnifying Party,
      such Third Party Claim by all appropriate proceedings, which proceedings shall
      be vigorously and diligently prosecuted by the Indemnifying Party to a final
      conclusion or will be settled at the discretion of the Indemnifying Party (but
      only with the consent of the Indemnified Party in the case of any settlement
      that provides for any relief other than the payment of monetary damages or
      that
      provides for the payment of monetary damages as to which the Indemnified Party
      shall not be indemnified in full pursuant to this Article). The Indemnifying
      Party shall have full control of such defense and proceedings, including any
      compromise or settlement thereof; provided, however, that the Indemnified Party
      may, at the sole cost and expense of the Indemnified Party, at any time prior
      to
      the Indemnifying Party’s delivery of the notice referred to in the first
      sentence of this clause (i), file any motion, answer or other pleadings or
      take
      any other action that the Indemnified Party reasonably believes to be necessary
      or appropriate to protect its interests; and provided further, that if requested
      by the Indemnifying Party, the Indemnified Party will, at the sole cost and
      expense of the Indemnifying Party, provide reasonable cooperation to the
      Indemnifying Party in contesting any Third Party Claim that the Indemnifying
      Party elects to contest. The Indemnified Party may participate in, but not
      control, any defense or settlement of any Third Party Claim controlled by the
      Indemnifying Party pursuant to this clause (i), and except as provided in the
      preceding sentence, the Indemnified Party shall bear its own costs and expenses
      with respect to such participation. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Notwithstanding
      the foregoing, the Indemnified Party may takeover the control of the defense
      or
      settlement of a Third Party Claim at any time if it irrevocably waives its
      right
      to indemnity under this Article with respect to such Third Party Claim. (ii)
      If
      the Indemnifying Party fails to notify the Indemnified Party within the Dispute
      Period that the Indemnifying Party desires to defend the Third Party Claim
      pursuant to Section 9.3(a), or if the Indemnifying Party gives such notice
      but
      fails to prosecute vigorously and diligently or settle the Third Party Claim,
      or
      if the Indemnifying Party fails to give any notice whatsoever within the Dispute
      Period, then the Indemnified Party shall have the right to defend, at the sole
      cost and expense of the Indemnifying Party, the Third Party Claim by all
      appropriate proceedings, which proceedings shall be prosecuted by the
      Indemnified Party in a reasonable manner and in good faith or will be settled
      at
      the discretion of the Indemnified Party(with the consent of the Indemnifying
      Party, which consent will not be unreasonably withheld). The Indemnified Party
      will have full control of such defense and proceedings, including any compromise
      or settlement thereof; provided, however, that if requested by the Indemnified
      Party, the Indemnifying Party will, at the sole cost and expense of the
      Indemnifying Party, provide reasonable cooperation to the Indemnified Party
      and
      its counsel in contesting any Third Party Claim which the Indemnified Party
      is
      contesting. Notwithstanding the foregoing provisions of this clause (ii), if
      the
      Indemnifying Party has notified the Indemnified Party within the Dispute Period
      that the Indemnifying Party disputes its liability or the amount of its
      liability hereunder to the Indemnified Party with respect to such Third Party
      Claim and if such dispute is resolved in favor of the Indemnifying Party in
      the
      manner provided in clause (iii) below, the Indemnifying Party will not be
      required to bear the costs and expenses of the Indemnified Party’s defense
      pursuant to this clause (ii) or of the Indemnifying Party’s participation
      therein at the Indemnified Party’s request, and the Indemnified Party shall
      reimburse the Indemnifying Party in full for all reasonable costs and expenses
      incurred by the Indemnifying Party in connection with such litigation. The
      Indemnifying Party may participate in, but not control, any defense or
      settlement controlled by the Indemnified Party pursuant to this clause (ii),
      and
      the Indemnifying Party shall bear its own costs and expenses with respect to
      such participation. (iii) If the Indemnifying Party notifies the Indemnified
      Party that it does not dispute its liability or the amount of its liability
      to
      the Indemnified Party with respect to the Third Party Claim under this Article
      or fails to notify the Indemnified Party within the Dispute Period whether
      the
      Indemnifying Party disputes its liability or the amount of its liability to
      the
      Indemnified Party with respect to such Third Party Claim, the amount of Damages
      specified in the Claim Notice shall be conclusively deemed a liability of the
      Indemnifying Party under this Article and the Indemnifying Party shall pay
      the
      amount of such Damages to the Indemnified Party on demand. If the Indemnifying
      Party has timely disputed its liability or the amount of its liability with
      respect to such claim, the Indemnifying Party and the Indemnified Party shall
      proceed in good faith to negotiate a resolution of such dispute; provided,
      however, that if the dispute is not resolved within thirty (30) days after
      the
      Claim Notice, the Indemnifying Party shall be entitled to institute such legal
      action as it deems appropriate. 


    (b)
      In
      the event any Indemnified Party should have a claim under this Article against
      the Indemnifying Party that does not involve a Third Party Claim, the
      Indemnified Party shall deliver a written notification of a claim for indemnity
      under this Article specifying the nature of and basis for such claim, together
      with the amount or, if not then reasonably ascertainable, the estimated amount,
      determined in good faith, of such claim (an “INDEMNITY NOTICE”) with reasonable
      promptness to the Indemnifying Party. The failure by any Indemnified Party
      to
      give the Indemnity Notice shall not impair such party’s rights hereunder except
      to the extent that the Indemnifying Party demonstrates that it has been
      irreparably prejudiced thereby. If the Indemnifying Party notifies the
      Indemnified Party that it does not dispute the claim or the amount of the claim
      described in such Indemnity Notice or fails to notify the Indemnified Party
      within the Dispute Period whether the Indemnifying Party disputes the claim
      or
      the amount of the claim described in such Indemnity Notice, the amount of
      Damages specified in the Indemnity Notice will be conclusively deemed a
      liability of the Indemnifying Party under this Article and the Indemnifying
      Party shall pay the amount of such Damages to the Indemnified Party on demand.
      If the Indemnifying Party has timely disputed its liability or the amount of
      its
      liability with respect to such claim, the Indemnifying Party and the Indemnified
      Party shall proceed in good faith to negotiate a resolution of such dispute;
      provided, however, that if the dispute is not resolved within thirty (30) days
      after the Claim Notice, the Indemnifying Party shall be entitled to institute
      such legal action as it deems appropriate. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (c) The
      indemnity agreements contained herein shall be in addition to (i) any cause
      of
      action or similar rights of the Indemnified Party against the Indemnifying
      Party
      or others, and (ii) any liabilities the Indemnifying Party may be subject
      to.

    


    Section
      9.4 REIMBURSEMENT. (i) any Investor, other than by reason of its gross
      negligence or willful misconduct, becomes involved in any capacity in any
      action, proceeding or investigation brought by any stockholder of the Company,
      in connection with or as a result of the consummation of the transactions
      contemplated by the Transaction Agreements, or if such Investor is impleaded
      in
      any such action, proceeding or investigation by any Person, or (ii) any
      Investor, other than by reason of its gross negligence or willful misconduct
      or
      by reason of its trading of the Common Stock in
      a
      manner that is illegal under the federal securities laws, becomes involved
      in
      any capacity in any action, proceeding or investigation brought by the SEC
      against or involving the Company or in connection with or as a result of the
      consummation of the transactions contemplated by the Transaction Agreements,
      or
      if such Investor is impleaded in any such action, proceeding or investigation
      by
      any Person, then in any such case, the Company will reimburse such Investor
      for
      its reasonable legal and other expenses (including the cost of any investigation
      and preparation) incurred in connection therewith, as such expenses are
      incurred. In addition, other than with respect to any matter in which such
      Investor is a named party, the Company will pay such Investor the charges,
      as
      reasonably determined by such Investor, for the time of any officers or
      employees of such Investor devoted to appearing and preparing to appear as
      witnesses, assisting in preparation for hearings, trials or pretrial matters,
      or
      otherwise with respect to inquiries, hearing, trials, and other proceedings
      relating to the subject matter of this Agreement. The reimbursement obligations
      of the Company under this paragraph shall be in addition to any liability which
      the Company may otherwise have, shall extend upon the same terms and conditions
      to any Affiliates of the Investor who are actually named in such action,
      proceeding or investigation, and partners, directors, agents, employees and
      controlling persons (if any), as the case may be, of the Investor and any such
      Affiliate, and shall be binding upon and inure to the benefit of any successors,
      assigns, heirs and personal representatives of the Company, the Investor and
      any
      such Affiliate and any such Person. The Company also agrees that neither any
      Investor nor any such Affiliate, partners, directors, agents, employees or
      controlling persons shall have any liability to the Company or any person
      asserting claims on behalf of or in right of the Company in connection with
      or
      as a result of the consummation of the Transaction Agreements except to the
      extent that any losses, claims, damages, liabilities or expenses incurred by
      the
      Company result from the gross negligence or willful misconduct of such
      Investor.

     

     

    ARTICLE
      X

    


    MISCELLANEOUS

    


    Section
      10.1 GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and
      interpreted in accordance with the laws of the State of New York without
      regard to the principles of conflicts of law. Each of the Company and Investor
      hereby submit to the exclusive jurisdiction of the United States Federal and
      state courts located in New York with
      respect to any dispute arising under this Agreement, the agreements entered
      into
      in connection herewith or the transactions contemplated hereby or
      thereby.

    


    Section
      10.2 JURY
      TRIAL WAIVER. The Company and the Investor hereby waive a trial by jury in
      any
      action, proceeding or counterclaim brought by either of the parties hereto
      against the other in respect of any matter arising out of or in connection
      with
      the Transaction Documents. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
      10.3  SPECIFIC
      ENFORCEMENT. The Company and the Investor acknowledge and agree that irreparable
      damage would occur to the Investor in the event that any of the provisions
      of
      this Agreement were not performed in accordance with their specific terms or
      were otherwise breached. It is accordingly agreed that the Investor shall be
      entitled to an injunction or injunctions to prevent or cure breaches of the
      provisions of this Agreement and to enforce specifically the terms and
      provisions hereof or thereof, this being in addition to any other remedy to
      which any of them may be entitled by law or equity. 

     

    Section
      10.4  ASSIGNMENT.
      Neither this Agreement nor any rights of obligations of the parties hereto
      may
      be assigned by either party to any other person without the written consent
      of
      the other party

    


    Section
      10.5  THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit
      of the Company and Investor,
      and is
      not for the benefit of, nor may any provision hereof be enforced by, any other
      person. 

    


    Section
      10.6  TERMINATION. This Agreement shall terminate at the end of the
      Commitment Period or as otherwise provided herein (unless extended by the
      agreement of the Company and Investor); provided, however, that the provisions
      of Article VI, VIII, IX and Sections 10.2, 10.3 and 10.4 shall survive the
      termination of this Agreement. 

    


    Section
      10.7  ENTIRE AGREEMENT.
      This
      Agreement together with Exhibit A, and the instruments referenced herein contain
      the entire understanding of the Company and Investor with respect to the matters
      covered herein and therein and, except as specifically set forth herein or
      therein, neither the Company nor Investor makes any representation, warranty,
      covenant or undertaking with respect to such matters. 

    


    Section
      10.8  FEES AND EXPENSES. Except as otherwise provided in this Agreement or
      any of the Exhibits thereto, each of the Company and Investor agrees to pay
      its
      own expenses in connection with the preparation of this Agreement and
      performance of its obligations hereunder. In addition, the Company shall pay
      all
      reasonable fees and expenses incurred by the Investor in connection with any
      amendments, modifications or waivers of this Agreement or the Registration
      Rights Agreement or incurred in connection with the enforcement of this
      Agreement and the Registration Rights Agreement, including, without limitation,
      all reasonable attorneys fees and expenses. The Company shall pay all stamp
      or
      other similar taxes and duties levied in connection with issuance of the Shares
      pursuant hereto.

    


    Section
      10.9  NO BROKERS. Each of the Company and Investor represents that it has
      had no dealings in connection with this transaction with any finder or broker
      who will demand payment of any fee or commission from the other party. The
      Company, agrees to indemnify the Investor against and hold the other harmless
      from any and all liabilities to any persons claiming brokerage commissions
      or
      finder's fees on account of services purported to have been rendered on behalf
      of the indemnifying party in connection with this Agreement or the transactions
      contemplated hereby. 

    


    Section
      10.10  COUNTERPARTS. This Agreement may be executed in multiple
      counterparts, each of which may be executed by less than all of the Company
      and
      shall be deemed to be an original instrument which shall be enforceable against
      the parties actually executing such counterparts and all of which together
      shall
      constitute one and the same instrument. This Agreement, once executed by a
      party, may be delivered to the other parties hereto by facsimile transmission
      of
      a copy of this Agreement bearing the signature of the parties so delivering
      this
      Agreement. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
      10.11 SURVIVAL; SEVERABILITY. The representations, warranties, covenants and
      agreements of the Company hereto shall survive each Closing hereunder for a
      period of one (1) year thereafter. In the event that any provision of this
      Agreement becomes or is declared by a court of competent jurisdiction to be
      illegal, unenforceable or void, this Agreement shall continue in full force
      and
      effect without said provision; provided that such severability shall be
      ineffective if it materially changes the economic benefit of this Agreement
      to
      any party. 

    


    Section
      10.12 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
      10.13 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. 

    


    Section
      10.14 TITLE AND SUBTITLES. The titles and subtitles used in this Agreement
      are
      used for the convenience of reference and are not to be considered in construing
      or interpreting this Agreement. 

    


    Section
      10.15 REPORTING ENTITY FOR THE COMMON STOCK. The reporting entity relied upon
      for the determination of the trading price of the Common Stock on any given
      Trading Day for the purposes of this Agreement shall be Bloomberg L.P. or any
      successor thereto. 

    


    Section
      10.16 PUBLICITY.
      The Company and 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 written consent of the other
      parties, which consent shall not be unreasonably withheld or delayed, except
      that no prior consent shall be required if such disclosure is required by law,
      in which such case the disclosing party shall provide the other parties with
      prior notice of such public statement. Notwithstanding the foregoing, the
      Company shall not publicly disclose the name of Investor without the prior
      written consent of such Investor, except to the extent required by law. Investor
      acknowledges that this Agreement and all or part of the Transaction Documents
      may be deemed to be “material contracts” as that term is defined by Item
      601(b)(10) of Regulation S-K, and that the Company may therefore be required
      to
      file such documents as exhibits to reports or registration statements filed
      under the Securities Act or the Exchange Act. 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.

    


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    IN
      WITNESS WHEREOF, the parties hereto have caused this Fifth Private Equity Credit
      Agreement to be executed by the undersigned, thereunto duly authorized, as
      of
      the date first set forth above.    

    


    
      	 	 
	 	
              PURE
                VANILLA EXCHANGE, INC.

            
	 	 
	 	 
	 	 
	 	
              By:
                /s/
                ___________________ 

            
	 	
              Name:
                Steve Yevoli

            
	 	
              Title:
                Chief Executive Officer 

            


    

    


    


    


    
      	 	
              BRITTANY
                CAPITAL MANAGEMENT LTD.

            
	 	 
	 	 
	 	 
	 	
              By:
                /s/
                ___________________ 

            
	 	
              Name:
                

            
	 	
              Title:
                Director

            


    

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXHIBITS

    


    


    
      	 	 
	
              EXHIBIT
                A

            	
              Registration
                Rights Agreement

            
	 	 
	
              EXHIBIT
                B

            	
              Put
                Notice

            
	 	 
	
              EXHIBIT
                C

            	
              Opinion

            
	 	 
	
              EXHIBIT
                D

            	
              Closing
                Certificate

            
	 	 
	
              EXHIBIT
                E

            	
              Transfer
                Agent Instructions