EXHIBIT
      A 

    


    REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement ("Agreement"), dated as of June 26, 2007, is
      made
      by and between PURE VANILLA EXCHANGE, INC., a Nevada corporation ("Company"),
      and BRITTANY CAPITAL MANAGEMENT LTD., a Bahamian corporation (the
      "Investor").

    


    RECITALS

    


    WHEREAS,
      upon the terms and subject to the conditions of the Private Equity Credit
      Agreement ("Purchase Agreement"), between the Investor and the Company, the
      Company has agreed to issue and sell to the Investor up to Ten Million dollars
      ($10,000,000) of the common stock of the Company ("Subscribed Shares"), $0.001
      par value per share (the "Common Stock"), and

    


    WHEREAS,
      to induce the Investor to execute and deliver the Purchase Agreement, the
      Company has agreed to provide certain registration rights under the Securities
      Act of 1933, as amended, and the rules and regulations thereunder, or any
      similar successor statute (collectively, "Securities Act"), and applicable
      state
      securities laws with respect to the Subscribed Shares; 

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants contained
      herein and other good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the Company and the Investor hereby agree as
      follows:

    


    1.    Definitions.

    


    (a) As
      used
      in this Agreement, the following terms shall have the following
      meaning:

    


    (i) “Potential
      Material Event” means any of the following: (a) the possession by the Company of
      material information not ripe for disclosure in a Registration Statement, which
      shall be evidenced by determinations in good faith by the Board of Directors
      of
      the Company that disclosure of such information in the Registration Statement
      would be detrimental to the business and affairs of the Company, or (b) any
      material engagement or activity by the Company which would, in the good faith
      determination of the Board of Directors of the Company, be adversely affected
      by
      disclosure in a Registration Statement at such time, which determination shall
      be accompanied by a good faith determination by the Board of Directors of the
      Company that the Registration Statement would be materially misleading absent
      the inclusion of such information.

    


    (ii) "Subscription
      Date" shall have the same meaning as set forth in the Purchase
      Agreement.

    


    
      
        
        

      

      
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    (iii) "Investor",
      has the meaning set forth in the preamble to this Agreement.

    


    (iv) "Register",
      "registered" and "registration" refer to a registration effected by preparing
      and filing a Registration Statement or Statements in compliance with the
      Securities Act and pursuant to Rule 415 under the Securities Act or any
      successor rule providing for offering securities on a delayed or continuous
      basis ("Rule 415"), and the declaration or ordering of effectiveness of such
      Registration Statement by the United States Securities and Exchange Commission
      (the "SEC").

    


    (v) "Registrable
      Securities" shall have the same meaning as set forth in the Purchase
      Agreement.

    


    (vi) "Registration
      Statement" shall have the same meaning as set forth in the Purchase
      Agreement.

    


    (b) Capitalized
      terms used herein and not otherwise defined herein shall have the respective
      meanings set forth in the Purchase Agreement.

    


    2.    Registration.

    


    (a) 
      Mandatory
      Registration. The
      Company shall prepare and file with the SEC, no later than ninety (90) business
      days after the Subscription Date, a Registration Statement on Form SB-2
      ("Registration Statement"), or such other appropriate Registration Statement,
      pursuant to Rule 457(o) of the Securities Act such amount permitted in
      accordance with Rule 415 of the Securities Act of 1933. Such Registration
      Statement shall state that, in accordance with the Securities Act, it also
      covers such indeterminate number of additional shares of Common Stock as may
      become issuable to prevent dilution resulting from stock splits, or stock
      dividends. If at any time the number of Subscribed Shares exceeds the aggregate
      number of shares of Common Stock then registered, the Company shall, within
      ten
      (10) business days after receipt of written notice from the Investor, file
      with
      the SEC an additional Registration Statement on Form SB-2 or any other
      applicable registration statement, to register the Subscribed Shares that exceed
      the aggregate number of shares of Common Stock already registered. 

    


    (b) 
      Termination.
      If the
      Registration Statement covering the Registrable Securities required to be filed
      by the Company pursuant to Section 2(a) hereof is not declared effective within
      two hundred and seventy (270) days from the Subscription Date, then the
      commitment contained in the Common Stock Purchase Agreement and in this
      Agreement (the “Commitment”) shall, at the option of the Investor, terminate and
      the Investor shall be entitled to the sums set forth in Section 2.1(b) of the
      Private Equity Credit Agreement. 



    
      
        
        

      

      
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    The
      Company acknowledges that its failure to have the Registration Statement
      declared effective within two hundred seventy (270) days from the Subscription
      Date (for any reason other than the requirement by the SEC of modifications
      to
      the structure of the transactions contemplated hereby that are unacceptable
      to
      the Company or the Investor) shall cause the Investor to suffer damages in
      an
      amount that shall be difficult to ascertain. Accordingly, the parties agree
      that
      it is appropriate to include in the Private Equity Credit Agreement a provision
      for liquidated damages. The parties acknowledge and agree that the liquidated
      damages provision set forth in this section represents the parties’ good faith
      effort to quantify such damages and, as such, agree that the form and amount
      of
      such liquidated damages are reasonable and will not constitute a penalty. The
      payment of liquidated damages shall not relieve the Company from its obligations
      to register the Common Stock and deliver the Common Stock pursuant to the terms
      of this Agreement, the Purchase Agreement and the Subscribed
      Shares.

    


    (c) 
      Additional Shares to be Registered.
       Except
      as
      set forth on Schedule 2(c), the Company agrees not to include any other
      securities in the Registration Statement covering the Registrable Securities
      without Investor’s prior written consent which Investor may withhold in its sole
      discretion. 

    


    3.    Obligation
      of the Company.  In
      connection with the registration of the Registrable Securities, the Company
      shall do each of the following:

    


    (a) Prepare
      promptly, and file with the SEC within ninety (90) days of the Subscription
      Date, a Registration Statement with respect to not less than the number of
      Registrable Securities provided in Section 2(a) above, and, thereafter, use
      all
      diligent efforts to cause the Registration Statement relating to the Registrable
      Securities to become effective the earlier of (a) five (5) business days after
      notice from the Securities and Exchange Commission that the Registration
      Statement may be declared effective, or (b) two hundred seventy (270) days
      after
      the Subscription Date, and keep the Registration Statement effective at all
      times until the earliest of (i) the date that is one year after the completion
      of the last Closing Date under the Purchase Agreement, (ii) the date when the
      Investor may sell all Registrable Securities under Rule 144 without volume
      limitations, or (iii) the date the Investor no longer owns any of the
      Registrable Securities (collectively, the "Registration Period"), which
      Registration Statement (including any amendments or supplements, thereto and
      prospectuses contained therein) shall not contain any untrue statement of a
      material fact or omit to state a 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;

    


    (b) Prepare
      and file with the SEC such amendments (including post-effective amendments)
      and
      supplements to the Registration Statement and the prospectus used in connection
      with the Registration Statement as may be necessary to keep the Registration
      Statement effective at all times during the Registration Period, and, during
      the
      Registration Period, and to comply with the provisions of the Securities Act
      with respect to the disposition of all Registrable Securities of the Company
      covered by the Registration Statement until the expiration of the Registration
      Period.

    
      


      
        
          
          

        

        
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    (c) Permit
      a
      single firm of counsel designated by Investor to review the Registration
      Statement and all amendments and supplements thereto a reasonable period of
      time
      (but not less than three (3) Business Day) prior to their filing with the SEC,
      and not file any document in a form to which such counsel reasonably
      objects.

     

    (d)
       Notify
      Investor and Investor’s legal counsel identified to the Company (which, until
      further notice, shall be deemed to be Anslow & Jaclin, LLP, ATTN: Gregg
      Jaclin, Esq..; "Investor’s
      Counsel")
      (and,
      in the case of (i)(A) below, not less than one (1) Business Day prior to such
      filing) and (if requested by any such person) confirm such notice in writing
      no
      later than one (1) Business Day following the day (i): (A) when a prospectus
      or
      any prospectus supplement or post-effective amendment to the Registration
      Statement is proposed to be filed; (B) whenever the SEC notifies the Company
      whether there will be a "review" of such Registration Statement; (C) whenever
      the Company receives (or a representative of the Company receives on its behalf)
      any oral or written comments from the SEC respect of a Registration Statement
      (copies or, in the case of oral comments, written or oral summaries of such
      comments shall be promptly furnished by the Company to Investor’s Counsel); and
      (D) with respect to the Registration Statement or any post-effective amendment,
      when the same has become effective; (ii) of any request by the SEC or any other
      Federal or state governmental authority for amendments or supplements to the
      Registration Statement or the prospectus or for additional information; (iii)
      of
      the issuance by the SEC of any stop order suspending the effectiveness of the
      Registration Statement covering any or all of the Registrable Securities or
      the
      initiation of any proceedings for that purpose; (iv) if at any time any of
      the
      representations or warranties of the Company contained in any agreement
      (including any securities purchase agreement) contemplated hereby ceases to
      be
      true and correct in all material respects; (v) of the receipt by the Company
      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; and (vi) of the occurrence of any event that to the knowledge of the
      Company makes any statement made in the Registration Statement or the prospectus
      or any document incorporated or deemed to be incorporated therein by reference
      untrue in any material respect or that requires any revisions to the
      Registration Statement, the prospectus or other documents so that, in the case
      of the Registration Statement or the prospectus, as the case may be, 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.
      In
      addition, the Company shall furnish Investor’s Counsel with copies of all
      intended written responses to the comments contemplated in clause (C) of this
      Section not later than one (1) Business Day in advance of the filing of such
      responses with the SEC so that Investor shall have the opportunity to comment
      thereon.

    


    (e) Furnish
      to Investor, (i) promptly after the same is prepared and publicly distributed,
      filed with the SEC, or received by the Company, one (1) copy of the Registration
      Statement, each preliminary prospectus and the prospectus, and each amendment
      or
      supplement thereto, and (ii) such number of copies of a prospectus, including
      a
      preliminary prospectus, and all amendments and supplements thereto and such
      other documents, as the Investor may reasonably request in order to facilitate
      the disposition of the Registrable Securities owned by the
      Investor;

    


    


    
      
        
        

      

      
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    (f) Use
      all
      diligent efforts to (i) register and/or qualify the Registrable Securities
      covered by the Registration Statement under such other securities or blue sky
      laws of such jurisdictions as the Investor may reasonably request and in which
      significant volumes of shares of Common Stock are traded, (ii) prepare and
      file
      in those jurisdictions such amendments (including post-effective amendments)
      and
      supplements to such registrations and qualifications as may be necessary to
      maintain the effectiveness thereof at all times during the Registration Period,
      (iii) take such other actions as may be necessary to maintain such registrations
      and qualification in effect at all times during the Registration Period, and
      (iv) take all other actions reasonably necessary or advisable to qualify the
      Registrable Securities for sale in such jurisdictions: provided,
      however,
      that
      the Company shall not be required in connection therewith or as a condition
      thereto to (A) qualify to do business in any jurisdiction where it would not
      otherwise be required to qualify but for this Section 3(f), (B) subject itself
      to general taxation in any such jurisdiction, (C) file a general consent to
      service of process in any such jurisdiction, (D) provide any undertakings that
      cause more than nominal expense or burden to the Company or (E) make any change
      in its charter or by-laws or any then existing contracts, which in each case
      the
      Board of Directors of the Company determines to be contrary to the best
      interests of the Company and its stockholders;

    


    (g) As
      promptly as practicable after becoming aware of such event, notify the Investor
      of the happening of any event of which the Company has knowledge, as a result
      of
      which the prospectus included in the Registration Statement, as then in effect,
      includes any untrue statement of a material fact or omits to state a 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
      ("Registration Default"), and uses all diligent efforts to promptly prepare
      a
      supplement or amendment to the Registration Statement or other appropriate
      filing with the SEC to correct such untrue statement or omission, and any other
      necessary steps to cure the Registration Default, and deliver a number of copies
      of such supplement or amendment to the Investor as the Investor may reasonably
      request. Failure to cure the Registration Default within fifteen (15) business
      days shall result in the Company including liquidated damages of 2% of the
      cost
      of all common stock then held by the investor for each10 day period or portion
      thereof, beginning on the date of suspension. 

    


    (h) As
      promptly as practicable after becoming aware of such event, notify the Investor
      (or, in the event of an underwritten offering, the managing underwriters) of
      the
      issuance by the SEC of any notice of effectiveness or any stop order or other
      suspension of the effectiveness of the Registration Statement at the earliest
      possible time;

    


    (i) Notwithstanding
      the foregoing, if at any time or from time to time after the date of
      effectiveness of the Registration Statement, the Company notifies Investor
      in
      writing of the existence of a Potential Material Event (“Blackout Notice”),
      Investor shall not offer or sell any Registrable Securities, or engage in any
      other transaction involving or relating to the Registrable Securities, from
      the
      time of the giving of notice with respect to a Potential Material Event until
      Investor receives written notice from the Company that such Potential Material
      Event either has been disclosed to the public or no longer constitutes a
      Potential Material Event; provided,
      however,
      that (a)
      the Company may not so suspend the right to such holders of Registrable
      Securities for more than two ten (10) day periods in the aggregate during any
      12-month period (“Blackout Period”) with at least a ten (10) Business Day
      interval between such periods, during the periods the Registration Statement
      is
      required to be in effect, or (b) that if such Blackout Period exceeds the
      permitted ten (10) day periods, the Company shall pay damages of 2% of the
      cost
      of all common stock then held by the Investor for each ten (10) day period
      or
      portion thereof, beginning on the date of the suspension.



    
      
        
        

      

      
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    (j) Use
      its
      commercially reasonable efforts, if eligible, either to (i) cause all the
      Registrable Securities covered by the Registration Statement to be listed on
      a
      national securities exchange and on each additional national securities exchange
      on which securities of the same class or series issued by the Company are then
      listed, if any, if the listing of such Registrable Securities is then permitted
      under the rules of such exchange, or (ii) secure designation of all the
      Registrable Securities covered by the Registration Statement as a National
      Association of Securities Dealers Automated Quotations System ("Nasdaq) "Small
      Capitalization" within the meaning of Rule 11Aa2-1 of the SEC under the
      Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
      quotation of the Registrable Securities on the Nasdaq Small Cap Market; or
      if,
      despite the Company’s commercially reasonable efforts to satisfy the preceding
      clause (i) or (ii), the Company is unsuccessful in doing so, to secure NASD
      authorization and quotation for such Registrable Securities on the
      over-the-counter bulletin board and, without limiting the generality of the
      foregoing, to arrange for at least two market makers to register with the
      National Association of Securities Dealers, Inc. ("NASD") as such with respect
      to such registrable securities; provided, however,
      that
      the Investor acknowledges that the Company does not currently meet the
      requirements for listing on a national securities exchange or the Nasdaq Small
      Cap Market pursuant to (i) or (ii) and that nothing in this section shall be
      construed to require the Company to pursue such qualification until such time
      as
      the Company satisfies such requirements for a period of not less than forty-five
      (45) days:

    


    (k) Provide
      a
      transfer agent for the Registrable Securities not later than the Subscription
      Date of the Registration Statement;

    


    (l) Cooperate
      with the Investor to facilitate the timely preparation and delivery of
      certificates for the Registrable Securities to be offered pursuant to the
      Registration Statement and enable such certificates for the Registrable
      Securities to be in such denominations or amounts as the case may be, as the
      Investor may reasonably request and registration in such names as the Investor
      may request; and, within five (5) business days after a Registration Statement
      which includes Registrable Securities is ordered effective by the SEC, the
      Company shall deliver, and shall cause legal counsel selected by the Company
      to
      deliver, to the transfer agent for the Registrable Securities (with copies
      to
      the Investor) an appropriate instruction and opinion of such counsel, if so
      required by the Company’s transfer agent; and

    


    
      
        
        

      

      
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    (m) Take
      all
      other reasonable actions necessary to expedite and facilitate distribution
      to
      the Investor of the Registrable Securities pursuant to the Registration
      Statement.

    


    4.    Obligations
      of the Investor.
      In
      connection with the registration of the Registrable Securities, the Investor
      shall have the following obligations;

     

    (a) It
      shall
      be a condition precedent to the obligations of the Company to complete the
      registration pursuant to this Agreement with respect to the Registrable
      Securities of the Investor that the Investor shall timely furnish to the Company
      such information regarding itself, the Registrable Securities held by it, and
      the intended method of disposition of the Registrable Securities held by it,
      as
      shall be reasonably required to effect the registration of such Registrable
      Securities and shall timely execute such documents in connection with such
      registration as the Company may reasonably request.

     

    (b) The
      Investor by such Investor’s acceptance of the Registrable Securities agrees to
      cooperate with the Company as reasonably requested by the Company in connection
      with the preparation and filing of the Registration Statement hereunder;
      and

    


    (c) The
      Investor agrees that, upon receipt of any notice from the Company of the
      happening of any event of the kind described in Section 3(g) or 3(h) above,
      the
      Investor will immediately discontinue disposition of Registrable Securities
      pursuant to the Registration Statement covering such Registrable Securities
      until the Investor receives the copies of the supplemented or amended prospectus
      contemplated by Section 3(g) or 3(h) and, if so directed by the Company, the
      Investor shall deliver to the Company (at the expense of the Company) or destroy
      (and deliver to the Company a certificate of destruction) all copies in the
      Investor’s possession, of the prospectus covering such Registrable Securities
      current at the time of receipt of such notice.

    


    5.    Expenses
      of Registration. (a)
      All
      reasonable expenses incurred in connection with Registrations, filings or
      qualifications pursuant to Section
      3,
      including, without limitation, all Registration, listing, and qualifications
      fees, printers and accounting fees, the fees and disbursements of counsel for
      the Company shall be borne by the Company. A fee for a single counsel for
      Investor for the initial Registration Statement and for each Additional
      Registration Statement covering the Registrable Securities shall be borne by
      the
      Company.

    


    (b) Except
      as
      otherwise provided for in Schedule
      5(b)
      attached
      hereto, the Company nor any of its subsidiaries has, as of the date hereof,
      and
      the Company shall not on or after the date of this Agreement, enter into any
      agreement with respect to its securities that is inconsistent with the rights
      granted to Investor in this Agreement or otherwise conflicts with the provisions
      hereof. Except as otherwise provided for in Schedule
      5(b),
      the
      Company has not previously entered into any agreement granting any registration
      rights with respect to any of its securities to any person. Except as otherwise
      provided for in this Section
      5,
      and
      without limiting the generality of the foregoing, without the written consent
      of
      Investor, the Company shall not grant to any person the right to request the
      Company to Register any securities of the Company under the Securities Act
      unless the rights so granted are subject in all respects to the prior rights
      in
      full of Investor set forth herein, and are not otherwise in conflict or
      inconsistent with the provisions of this Agreement and the other Transaction
      Documents.

    


    
      
        
        

      

      
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    6.    Indemnification. After
      Registrable Securities are included in a Registration Statement under this
      Agreement:

    


    (a) To
      the
      extent permitted by law, the Company will indemnify and hold harmless, the
      Investor, the directors, if any, of such Investor, the officers, if any, of
      such
      Investor, each person, if any, who controls the Investor within the meaning
      of
      the Securities Act or the Exchange Act (each, an "Indemnified Person"), against
      any losses, claims, damages, liabilities or expenses (joint or several) incurred
      (collectively, "Claims") to which any of them may become subject under the
      Securities Act, the Exchange Act or otherwise, insofar as such Claims (or
      actions or proceedings, whether commenced or threatened, in respect thereof)
      arise out of or are based upon: (i) any untrue statement or alleged untrue
      statement of a material fact contained in the Registration Statement or any
      post-effective amendment thereof or the omission or alleged omission to state
      therein a material fact required to be stated therein or necessary to make
      the
      statements therein not misleading, (ii) any untrue statement or alleged untrue
      statement of a material fact contained in any preliminary prospectus if used
      prior to the Subscription Date of such Registration Statement, or contained
      in
      the final prospectus (as amended or supplemented, if the Company files any
      amendment thereof or supplement thereto with the SEC) or the omission or alleged
      omission to state therein any material fact necessary to make the statements
      made therein, in the light of the circumstances under which the statements
      therein were made, not misleading or (iii) any violation or alleged violation
      by
      the Company of the Securities Act, the Exchange Act, any state securities law
      or
      any rule or regulation under the Securities Act, the Exchange Act or any state
      securities law (the matters in the foregoing clauses (i) through (iii) being
      collectively referred to as "Violations"). The Company shall reimburse the
      Investor, promptly as such expenses are incurred and are due and payable, for
      any reasonable legal fees or other reasonable expenses incurred by them in
      connection with investigating or defending any such Claim. Notwithstanding
      anything to the contrary contained herein, the indemnification agreement
      contained in this Section 6(a) shall not (i) apply to any Claims arising out
      of
      or based upon a Violation which occurs in reliance upon and in conformity with
      information furnished in writing to the Company by or on behalf of any
      Indemnified Person expressly for use in connection with the preparation of
      the
      Registration Statement or any such amendment thereof or supplement thereto,
      if
      such prospectus was timely made available by the Company pursuant to Section
      3(b) hereof; (ii) with respect to any preliminary prospectus, inure to the
      benefit of any such person from whom the person asserting any such Claim
      purchased the Registrable Securities that are the subject thereof (or to the
      benefit of any person controlling such person) if the untrue statement or
      omission of material fact contained in the preliminary prospectus was corrected
      in the prospectus, as then amended or supplemented, if such prospectus was
      timely made available by the Company pursuant to Section 3(b) hereof; (iii)
      be
      available to the extent such Claim is based on a failure of the Investor to
      deliver or cause to be delivered the prospectus made available by the Company;
      or (iv) apply to amounts paid in settlement of any Claim if such settlement
      is
      effected without the prior written consent of the Company, which consent shall
      not be unreasonably withheld. The Investor will indemnify the Company, its
      officers, directors and agents (including legal counsel) against any claims
      arising out of or based upon a Violation which occurs in reliance upon and
      in
      conformity with information furnished in writing to the Company, by or on behalf
      of such Investor, expressly for use in connection with the preparation of the
      Registration Statement, subject to such limitations and conditions set forth
      in
      the previous sentence. Such indemnity shall remain in full force and effect
      regardless of any investigation made by or on behalf of the Indemnified Person
      or Indemnified Party.

    


    
      
        
        

      

      
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    (b) Promptly
      after receipt by an Indemnified Person under this Section 6 of notice of the
      commencement of any action (including any governmental action), such Indemnified
      Person shall, if a Claim in respect thereof is to be made against any
      indemnifying party under this Section 6, deliver to the indemnifying party
      a
      written notice of the commencement thereof and the indemnifying party shall
      have
      the right to participate in, and, to the extent the indemnifying party so
      desires, jointly with any other indemnifying party similarly noticed, to assume
      control of the defense thereof with counsel mutually satisfactory to the
      indemnifying party and the Indemnified Person, as the case may be; provided,
      however,
      that an
      Indemnified Person shall have the right to retain its own counsel with the
      reasonable fees and expenses to be paid by the indemnifying party, if, in the
      reasonable opinion of counsel retained by the indemnifying party, the
      representation by such counsel of the Indemnified Person and the indemnifying
      party would be inappropriate due to actual or potential differing interests
      between such Indemnified Person and any other party represented by such counsel
      in such proceeding. In such event, the Company shall pay for only one separate
      legal counsel for the Investor selected by the Investor. The failure to deliver
      written notice to the indemnifying party within a reasonable time of the
      commencement of any such action shall not relieve such indemnifying party of
      any
      liability to the Indemnified Person under this Section 6, except to the extent
      that the indemnifying party is prejudiced in its ability to defend such action.
      The indemnification required by this Section 6 shall be made by periodic
      payments of the amount thereof during the course of the investigation or
      defense, as such expense, loss, damage or liability is incurred and is due
      and
      payable.

    


    7.    Contribution. To
      the
      extent any indemnification by an indemnifying party is prohibited or limited
      by
      law, the indemnifying party agrees to make the maximum contribution with respect
      to any amounts for which it would otherwise be liable under Section 6 to the
      fullest extent permitted by law; provided,
      however,
      that
      (a) no contribution shall be made under circumstances where the maker would
      not
      have been liable for indemnification under the fault standards set forth in
      Section 6; (b) no seller of Registrable Securities guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Securities Act)
      shall be entitled to contribution from any seller of Registrable Securities
      who
      was not guilty of such fraudulent misrepresentation; and (c) contribution by
      any
      seller of Registrable Securities shall be limited in amount to the net amount
      of
      proceeds received by such seller from the sale of such Registrable
      Securities.

    


    
      
        
        

      

      
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    8.    Reports
      under Exchange Act.
      With a
      view to making available to the Investor the benefits of Rule 144 promulgated
      under the Securities Act or any other similar rule or regulation of the SEC
      that
      may at any time permit the Investor to sell securities of the Company to the
      public without registration ("Rule 144"), the Company agrees to use its
      reasonable best efforts to:



    (a) make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144;

    


    (b) file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the Exchange Act;

    


    (c) furnish
      to the Investor so long as the Investor owns Registrable Securities, promptly
      upon request, (i) a written statement by the Company that it has complied with
      the reporting requirements of Rule 144, the Securities Act and the Exchange
      Act,
      (ii) a copy of the most recent annual or quarterly report of the Company and
      such other reports and documents so filed by the Company solely if unavailable
      by EDGAR, and (iii) such other information as may be reasonably requested to
      permit the Investors to sell such securities pursuant to Rule 144 without
      registration; and 

    


    (d)
       at
      the
      request of any Investor of Registrable Securities, give its Transfer Agent
      irrevocable instructions (supported by an opinion of Company counsel, if
      required or requested by the Transfer Agent) to the effect that, upon the
      Transfer Agent’s receipt from such Investor of:

    


    (i)
      a
      certificate (a “Rule 144 Certificate”) certifying (A) that such Investor has
      held the shares of Registrable Securities which the Investor proposes to sell
      (the “Securities Being Sold”) for a period of not less than (1) year and (B) as
      to such other matters as may be appropriate in accordance with Rule 144 under
      the Securities Act, and 

    


    (ii)
      an
      opinion of counsel acceptable to the Company (for which purposes it is agreed
      that the initial Investor’s Counsel shall be deemed acceptable if such opinion
      is not given by Company Counsel) that, based on the Rule 144 Certificate,
      Securities Being Sold may be sold pursuant to the provisions of Rule 144, even
      in the absence of an effective Registration Statement, 

    


    the
      Transfer Agent is to effect the transfer of the Securities Being Sold and issue
      to the buyer(s) or transferee(s) thereof one or more stock certificates
      representing the transferred Securities Being Sold without any restrictive
      legend and without recording any restrictions on the transferability of such
      shares on the Transfer Agent’s books and records (except to the extent any such
      legend or restriction results from facts other than the identity of the
      Investor, as the seller or transferor thereof, or the status, including any
      relevant legends or restrictions, of the shares of the Securities Being Sold
      while held by the Investor). If the Transfer Agent requires any additional
      documentation at the time of the transfer, the Company shall deliver or cause
      to
      be delivered all such reasonable additional documentation as may be necessary
      to
      effectuate the issuance of an unlegended certificate.

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    9.    Miscellaneous.


    (a) Registered
      Owners.
      A person
      or entity is deemed to be a holder of Registrable Securities whenever such
      person or entity owns of record such Registrable Securities. If the Company
      receives conflicting instructions, notices or elections from two or more persons
      or entities with respect to the same Registrable Securities, the Company shall
      act upon the basis of instructions, notice or election received from the
      registered owner of such Registrable Securities.

    


    (b) Rights
      Cumulative; Waivers.
      The
      rights of each of the parties under this Agreement are cumulative. The rights
      of
      each of the parties hereunder shall not be capable of being waived or varied
      other than by an express waiver or variation in writing. Any failure to exercise
      or any delay in exercising any of such rights shall not operate as a waiver
      or
      variation of that or any other such right. Any defective or partial exercise
      of
      any of such rights shall not preclude any other or further exercise of that
      or
      any other such right. No act or course of conduct or negotiation on the part
      of
      any party shall in any way preclude such party from exercising any such right
      or
      constitute a suspension or any variation of any such right.

    


    (c) Benefit;
      Successors Bound.
      This
      Agreement and the terms, covenants, conditions, provisions, obligations,
      undertakings, rights, and benefits hereof, shall be binding upon, and shall
      inure to the benefit of, the undersigned parties and their heirs, executors,
      administrators, representatives, successors, and permitted assigns.

    


    (d) Entire
      Agreement.
      This
      Agreement contains the entire agreement between the parties with respect to
      the
      subject matter hereof. There are no promises, agreements, conditions,
      undertakings, understandings, warranties, covenants or representations, oral
      or
      written, express or implied, between them with respect to this Agreement or
      the
      matters described in this Agreement, except as set forth in this Agreement
      and
      in the other documentation relating to the transactions contemplated by this
      Agreement. Any such negotiations, promises, or understandings shall not be
      used
      to interpret or constitute this Agreement.

    


    (e) [INTENTIONALLY
      OMITTED]

    


    (f) Amendment.
      Any
      provision of this Agreement may be amended and the observance thereof may be
      waived (either generally or in a particular instance and either retroactively
      or
      prospectively), only with the written consent of the Company and Investor.
      Any
      amendment or waiver effected in accordance with this Section 9 shall be binding
      upon the Company and any subsequent Transferees.

    


    (g) Severability.
      Each
      part of this Agreement is intended to be severable. In the event that any
      provision of this Agreement is found by any court or other authority of
      competent jurisdiction to be illegal or unenforceable, such provision shall
      be
      severed or modified to the extent necessary to render it enforceable and as
      so
      severed or modified, this Agreement shall continue in full force and
      effect.

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    (h) Notices.
      Notices
      required or permitted to be given hereunder shall be in writing and shall be
      deemed to be sufficiently given when personally delivered (by hand, by courier,
      by telephone line facsimile transmission, receipt confirmed, or other means)
      or
      sent by certified mail, return receipt requested, properly addressed and with
      proper postage pre-paid (i) if to the Company, at its executive office and
      (ii)
      if to the Investor, at the address set forth under its name in the Purchase
      Agreement, with a copy to its designated attorney, or at such other address
      as
      each such party furnishes by notice given in accordance with this Section 9(a),
      and shall be effective, when personally delivered, upon receipt and, when so
      sent by certified mail, five (5) business days after deposit with the United
      States Postal Service.

    


    (i) Governing
      Law.
      This
      Agreement shall be governed by the interpreted in accordance with the laws
      of
      the State of New York without reference to its conflicts of laws rules or
      principles. Each of the parties consents to the exclusive jurisdiction of the
      federal courts of the State of New York in connection with any dispute arising
      under this Agreement and hereby waives, to the maximum extent permitted by
      law,
      any objection, including any objection based on forum
      non coveniens,
      to the
      bringing of any such proceeding in such jurisdictions. 

    


    (j) Consents.
      The
      person signing this Agreement on behalf of each party hereby represents and
      warrants that he has the necessary power, consent and authority to execute
      and
      deliver this Agreement on behalf of that party.



    (k) Further
      Assurances.
      In
      addition to the instruments and documents to be made, executed and delivered
      pursuant to this Agreement, the parties hereto agree to make, execute and
      deliver or cause to be made, executed and delivered, to the requesting party
      such other instruments and to take such other actions as the requesting party
      may reasonably require to carry out the terms of this Agreement and the
      transactions contemplated hereby.

    


    (l) Section
      Headings.
      The
      Section headings in this Agreement are for reference purposes only and shall
      not
      affect in any way the meaning or interpretation of this Agreement.

    


    (m) Construction.
      Unless
      the context otherwise requires, when used herein, the singular shall be deemed
      to include the plural, the plural shall be deemed to include each of the
      singular, and pronouns of one or no gender shall be deemed to include the
      equivalent pronoun of the other or no gender.

    


    (n) Execution
      in Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original but all of which shall constitute one and the same agreement.
      This Agreement, once executed by a party, may be delivered to the other party
      hereto by telephone line facsimile transmission of a copy of this Agreement
      bearing the signature of the party so delivering this Agreement. A facsimile
      transmission of this signed Agreement shall be legal and binding on all parties
      hereto.

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF,
      the
      parties have caused this Agreement to be duly executed by their respective
      officers thereunto duly authorized as of the day and year first above
      written.

     

    
      	 	 	COMPANY:
	 	 	 
	 	 	PURE VANILLA EXCHANGE,
              INC.
	 	 
	 
 	 
 	 
 
	
            	By:  	/s/ 
	 	
              
                

              

              Name:
                Steve Yevoli

              Title:
                Chief Executive Officer

            


    

    
      	 	 	 
	 	 	 
	 	 	INVESTOR:
	 	 	 
	 	 	BRITTANY CAPITAL MANAGEMENT
              LTD.
	 	
            
	 
 	 
 	 
 
	
            	By:  	/s/ 
	 	
              
                

              

              Name:
                

              Title:
                Director

            
	 	
            


    

     

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    Schedule
      2(c)

    


    
      	 
	 	
              Total
                Pure Vanilla Shares to be included in Registration
                Statement

            	 	 	 	 	 
	
              Jed
                Schutz

            	 	 	
            	 	 	
              866,563

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Merriman,
                Curhan & Ford

            	 	 	 	 	 	
              145,111

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Steve
                Sander

            	 	 	 	 	 	
              0

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Herman
                Lamison

            	 	 	 	 	 	
              0

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Michael
                Gluckman

            	 	 	 	 	 	
              0

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              James
                Kearns

            	 	 	 	 	 	
              0

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Daniel
                Faucetta

            	 	 	 	 	 	
              0

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              IRA
                acct FBO Christophe DiFalco loan

            	 	 	 	 	 	
              0

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              TAPCLD
                LLC

            	 	 	 	 	 	
              0

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              George
                Karfunkel

            	 	 	 	 	 	
              0

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              EGATNIV
                LLC

            	 	 	 	 	 	
              42,009

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Commonwealth
                Inv LLC

            	 	 	 	 	 	
              84,018

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Robert
                Friedman

            	 	 	 	 	 	
              84,018

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Professional
                Offshore Opportunity Fund Ltd.

            	 	 	 	 	 	
              211,070

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Michael
                Schwartz

            	 	 	 	 	 	
              84,018

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Alpha
                Capital

            	 	 	 	 	 	
              252,052

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Tucker
                Taylor

            	 	 	 	 	 	
              105,536

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Iroquois
                Capital

            	 	 	 	 	 	
              105,536

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Gottbetter
                Capital Master

            	 	 	 	 	 	
              13,097,595

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Tom
                Fanning

            	 	 	 	 	 	
              55,469

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              George
                Benedict

            	 	 	 	 	 	
              55,469

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
               

            	 	 	 	 	 	
            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Sub-Total
                Additional Shares to be registered

            	
              15,188,463

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Total
                Niimble Group Shares to be included in Registration
                Statement

            	 	 	 	 	 	 
	
              Alder

            	 	 	
            	 	 	
              1,045

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Beames

            	 	 	 	 	 	
              41,146

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Deasy,
                James

            	 	 	 	 	 	
              18,996

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Deasy,
                Kevin

            	 	 	 	 	 	
              18,996

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Dwyer

            	 	 	 	 	 	
              34,571

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Erwin

            	 	 	 	 	 	
              4,664

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Fisher

            	 	 	 	 	 	
              24,439

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Gay

            	 	 	 	 	 	
              35,619

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Davis

            	 	 	 	 	 	
              6,373

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Hicks,
                Ellen

            	 	 	 	 	 	
              7,000

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Judd,
                Inge

            	 	 	 	 	 	
              22,568

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Liehr

            	 	 	 	 	 	
              3,657

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Marano

            	 	 	 	 	 	
              24,030

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Neisloss

            	 	 	 	 	 	
              23,746

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Oxenhorn

            	 	 	 	 	 	
              746

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Schiavoni,
                Francis

            	 	 	 	 	 	
              374

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Schiavoni,
                Theodore

            	 	 	 	 	 	
              374

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Schieferstein

            	 	 	 	 	 	
              15,677

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Schlau

            	 	 	 	 	 	
              31,106

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Segarra

            	 	 	 	 	 	
              7,729

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Sloane

            	 	 	 	 	 	
              18,962

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
               

            	 	 	 	 	 	
            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Sub-Total
                Additional Shares to be registered

            	 	
              341,815

            	 
	
              Total
                Additional Shares to be registered

            	 	
              15,530,279

            	 


    

    


    
      
        
        

      

      
        14