SECURITIES
PURCHASE AGREEMENT

     

    This
SECURITIES PURCHASE
AGREEMENT (the “Agreement”), dated as of
December 21, 2009, is by and among Magnum d’Or Resources, Inc., a Nevada
corporation, with offices located at 110 E. Broward Boulevard, Suite 1700, Ft.
Lauderdale, Florida 33301 (the “Company”), and the investors
listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the
“Buyers”).

    


    RECITALS

     

    A.           The
Company and each Buyer is executing and delivering this Agreement in reliance
upon the exemption from securities registration afforded by Section 4(2) of the
Securities Act of 1933, as amended (the “1933 Act”), and Rule 506 of
Regulation D (“Regulation D”) as
promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933
Act.

     

    B.           The
Company has authorized senior secured convertible notes, in the form attached
hereto as Exhibit
A (the “Notes”),
which Notes shall be convertible into shares of the Company’s common stock,
$0.001 par value per share (the “Common Stock”) (as converted,
collectively, the “Conversion
Shares”), in accordance with the terms of the Notes.

    


    C.           Each
Buyer wishes to purchase, and the Company wishes to sell, upon the terms and
conditions stated in this Agreement, (i) the aggregate original principal amount
of the Notes set forth opposite such Buyer’s name in column (3) on the Schedule
of Buyers, (ii) a warrant to acquire up to that number of additional shares of
Common Stock set forth opposite such Buyer’s name in column (4) on the Schedule
of Buyers, in the form attached hereto as Exhibit
B (the “Series A
Warrants”) (as exercised, collectively, the “Series A Warrant Shares”), (iii) a
warrant to acquire up to that number of additional shares of Common Stock set
forth opposite such Buyer’s name in column (5) on the Schedule of Buyers, in the
form attached hereto as Exhibit
C (the “Series B
Warrants”) (as exercised, collectively, the “Series B Warrant Shares”) and (iv) a
warrant to acquire up to that number of additional shares of Common Stock set
forth opposite such Buyer’s name in column (6) on the Schedule of Buyers, in the
form attached hereto as Exhibit
D (the “Series C
Warrants”) (as exercised, collectively, the “Series C Warrant
Shares”).  The Series A Warrants, the Series B Warrants and the
Series C Warrants are collectively referred to herein as the “Warrants.” The Series A
Warrant Shares, the Series B Warrant Shares and the Series C Warrant Shares are
collectively referred to herein as the “Warrant Shares.”

    


    D.           At
the Closing, the parties hereto shall execute and deliver a Registration Rights
Agreement, in the form attached hereto as Exhibit
E (the “Registration
Rights Agreement”), pursuant to which the Company has agreed to provide
certain registration rights with respect to the Registrable Securities (as
defined in the Registration Rights Agreement), under the 1933 Act and the rules
and regulations promulgated thereunder, and applicable state securities
laws.

    


    E.           The
Notes, the Conversion Shares, the Warrants and the Warrant Shares are
collectively referred to herein as the “Securities.”


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    F.           The
Notes will be secured by (i) a first priority perfected security interest in all
of the assets of the Company and its Subsidiaries (as defined below) and (ii) a
third priority perfected security interest in all of the assets of the Company
located in Hudson, Colorado, each as evidenced by security agreements as the
Buyers shall require in form and substance acceptable to each Buyer (such
security agreements, together with the other security documents and agreements
entered into in connection with this Agreement and each of such other documents
and agreements, as each may be amended or modified from time to time,
collectively, the “Security
Documents”), and each of its Subsidiaries (as defined below) will execute
a guaranty (collectively, the “Guaranties”) pursuant to which
each of them guarantees the obligations of the Company under the Transaction
Documents (as defined below).

     

    AGREEMENT

     

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

     

    
      	
              1.

            	
              PURCHASE
      AND SALE OF NOTES AND WARRANTS.

            


    

     

    
      (a)           Notes and
Warrants.  Subject
to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7
below, the Company shall issue and sell to each Buyer, and each Buyer severally,
but not jointly, shall purchase from the Company on the Closing Date (as defined
below), a Note in the principal amount as is set forth opposite such Buyer’s
name in column (3) on the Schedule of Buyers along with (i) Series A Warrants to
acquire up to that number of Series A Warrant Shares as is set forth opposite
such Buyer’s name in column (4) on the Schedule of Buyers, (ii) Series B
Warrants to acquire up to that number of Series B Warrant Shares as is set forth
opposite such Buyer’s name in column (5) on the Schedule of Buyers and (iii)
Series C Warrants to acquire up to that number of Series C Warrant Shares as is
set forth opposite such Buyer’s name in column (6) on the Schedule of
Buyers.

    

     

    (b)           Closing.  The
closing (the “Closing”)
of the purchase of the Notes and the Warrants by the Buyers shall occur at the
offices of Greenberg Traurig, LLP, 77 W. Wacker Drive, Suite 3100, Chicago,
Illinois 60601, or at such other location that is mutually agreed upon by the
parties hereto.  The date and time of the Closing (the “Closing Date”) shall be 10:00
a.m., New York time, on the first (1st)
Business Day on which the conditions to the Closing set forth in Sections 6 and
7 below are satisfied or waived (or such later date as is mutually agreed to by
the Company and each Buyer).  As used herein “Business Day” means any day
other than a Saturday, Sunday or other day on which commercial banks in New
York, New York are authorized or required by law to remain closed.

     

    (c)           Purchase
Price.  The
aggregate purchase price for the Notes and the Warrants to be purchased by each
Buyer (the “Purchase
Price”) shall be the amount set forth opposite such Buyer’s name in
column (7) on the Schedule of Buyers.


    
      
         


      

      
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    (d)           Form of
Payment.  On
the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the
Company for the Note and the Warrants to be issued and sold to such Buyer at the
Closing, by wire transfer of immediately available funds in accordance with the
Company’s written wire instructions and (ii) the Company shall deliver to
each Buyer (A) a Note (in such amount as is set forth opposite such Buyer’s name
in column (3) of the Schedule of Buyers), (B) a Series A Warrant pursuant to
which such Buyer shall have the right to acquire up to such number of Series A
Warrant Shares as is set forth opposite such Buyer’s name in column (4) of the
Schedule of Buyers, (C) a Series B Warrant pursuant to which such Buyer shall
have the right to acquire up to such number of Series B Warrant Shares as is set
forth opposite such Buyer’s name in column (5) of the Schedule of Buyers and (D)
a Series C Warrant pursuant to which such Buyer shall have the right to acquire
up to such number of Series C Warrant Shares as is set forth opposite such
Buyer’s name in column (6) of the Schedule of Buyers, in all cases, duly
executed on behalf of the Company and registered in the name of such Buyer or
its designee.

     

    
      	
              2.

            	
              BUYER’S
      REPRESENTATIONS AND WARRANTIES.

            


    

     

    Each
Buyer, severally and not jointly, represents and warrants to the Company with
respect to only itself that:

     

    (a)           Organization;
Authority.  Such
Buyer is an entity duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization with the requisite power and
authority to enter into and to consummate the transactions contemplated by the
Transaction Documents to which it is a party and otherwise to carry out its
obligations hereunder and thereunder.

     

    (b)           No Public Sale or
Distribution.  Such
Buyer is (i) acquiring its Note and Warrants, (ii) upon conversion of its Note
will acquire the Conversion Shares issuable upon conversion thereof, and
(iii) upon exercise of its Warrants will acquire the Warrant Shares
issuable upon exercise thereof, in each case, for its own account and not with a
view towards, or for resale in connection with, the public sale or distribution
thereof in violation of applicable securities laws, except pursuant to sales
registered or exempted under the 1933 Act; provided, however, by making the
representations herein, such Buyer does not agree, or make any representation or
warranty, to hold any of the Securities for any minimum or other specific term
and reserves the right to dispose of the Securities at any time in accordance
with or pursuant to a registration statement or an exemption under the 1933
Act.  Such Buyer is acquiring the Securities hereunder in the ordinary
course of its business.  Such Buyer does not presently have any
agreement or understanding, directly or indirectly, with any Person to
distribute any of the Securities in violation of applicable securities
laws.

     

    (c)           Accredited Investor
Status.  Such
Buyer is an “accredited investor” as that term is defined in Rule 501(a) of
Regulation D.

     

    (d)           Reliance on
Exemptions.  Such
Buyer understands that the Securities are being offered and sold to it in
reliance on specific exemptions from the registration requirements of United
States federal and state securities laws and that the Company is relying in part
upon the truth and accuracy of, and such Buyer’s compliance with, the
representations, warranties, agreements, acknowledgments and understandings of
such Buyer set forth herein in order to determine the availability of such
exemptions and the eligibility of such Buyer to acquire the
Securities.


    
      
         


      

      
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    (e)           Information.  Such
Buyer and its advisors, if any, have been furnished with all materials relating
to the business, finances and operations of the Company and materials relating
to the offer and sale of the Securities which have been requested by such
Buyer.  Such Buyer and its advisors, if any, have been afforded the
opportunity to ask questions of the Company.  Neither such inquiries
nor any other due diligence investigations conducted by such Buyer or its
advisors, if any, or its representatives shall modify, amend or affect such
Buyer’s right to rely on the Company’s representations and warranties contained
herein or any representations and warranties contained in any other Transaction
Document or any other document or instrument executed and/or delivered in
connection with this Agreement or the consummation of the transaction
contemplated hereby.  Such Buyer understands that its investment in
the Securities involves a high degree of risk.  Such Buyer has sought
such accounting, legal and tax advice as it has considered necessary to make an
informed investment decision with respect to its acquisition of the
Securities.

     

    (f)           No Governmental
Review.  Such
Buyer understands that no United States federal or state agency or any other
government or governmental agency has passed on or made any recommendation or
endorsement of the Securities or the fairness or suitability of the investment
in the Securities nor have such authorities passed upon or endorsed the merits
of the offering of the Securities.

     

    (g)           Transfer or
Resale.  Such
Buyer understands that except as provided in the Registration Rights Agreement
and Section 4(h) hereof: (i) the Securities have not been and are not being
registered under the 1933 Act or any state securities laws, and may not be
offered for sale, sold, assigned or transferred unless (A) subsequently
registered thereunder, (B) such Buyer shall have delivered to the Company (if
requested by the Company) an opinion of counsel to such Buyer, in a form
reasonably acceptable to the Company, to the effect that such Securities to be
sold, assigned or transferred may be sold, assigned or transferred pursuant to
an exemption from such registration, or (C) such Buyer provides the Company with
reasonable assurance that such Securities can be sold, assigned or transferred
pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor
rule thereto) (collectively, “Rule 144”); (ii) any sale of
the Securities made in reliance on Rule 144 may be made only in accordance with
the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of
the Securities under circumstances in which the seller (or the Person (as
defined below) through whom the sale is made) may be deemed to be an underwriter
(as that term is defined in the 1933 Act) may require compliance with some other
exemption under the 1933 Act or the rules and regulations of the SEC promulgated
thereunder; and (iii) neither the Company nor any other Person is under any
obligation to register the Securities under the 1933 Act or any state securities
laws or to comply with the terms and conditions of any exemption
thereunder.

     

    (h)           Validity;
Enforcement.  This
Agreement has been duly and validly authorized, executed and delivered on behalf
of such Buyer and constitutes the legal, valid and binding obligations of such
Buyer enforceable against such Buyer in accordance with their respective terms,
except as such enforceability may be limited by general principles of equity or
to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
and other similar laws relating to, or affecting generally, the enforcement of
applicable creditors’ rights and remedies.


    
      
         


      

      
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    (i)           No
Conflicts.  The
execution, delivery and performance by such Buyer of this Agreement and the
Registration Rights Agreement and the consummation by such Buyer of the
transactions contemplated hereby and thereby will not (i) result in a violation
of the organizational documents of such Buyer or (ii) conflict with, or
constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture or
instrument to which such Buyer is a party, or (iii) result in a violation of any
law, rule, regulation, order, judgment or decree (including federal and state
securities laws) applicable to such Buyer, except in the case of clauses (ii)
and (iii) above, for such conflicts, defaults, rights or violations which would
not, individually or in the aggregate, reasonably be expected to have a material
adverse effect on the ability of such Buyer to perform its obligations
hereunder.

     

    (j)           Residency.  Such
Buyer is a resident of that jurisdiction specified below its address on the
Schedule of Buyers.

     

    (k)           Certain Trading
Activities.  Such Buyer has not directly or indirectly, nor has
any Person acting on behalf of or pursuant to any understanding with such Buyer,
engaged in any transactions in the securities of the Company (including, without
limitation, any Short Sales involving the Company’s securities) since the time
that such Buyer was first contacted by the Placement Agent (as defined below)
regarding the investment in the Company contemplated by this Agreement through
the date hereof. “Short
Sales” means all “short sales” as defined in Rule 200 promulgated under
Regulation SHO under the 1934 Act (but shall not be deemed to include the
location and/or reservation of borrowable shares of Common
Stock).  Such Buyer does not as of the date hereof, and will not
immediately following the Closing, own 10% or more of the Company’s issued and
outstanding shares of Common Stock (calculated based on the assumption that all
Equivalents (as defined below) owned by such Buyer, whether or not presently
exercisable or convertible, have been fully exercised or converted (as the case
may be) but taking into account any limitations on exercise or conversion
(including “blockers”) contained therein).

     

    (l)           General
Solicitation.  Such
Buyer is not purchasing the Securities as a result of any advertisement,
article, notice or other communication regarding the Securities published in any
newspaper, magazine or similar media or broadcast over television or radio or
presented at any seminar.

     

    
      	
              3.

            	
              REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY.

            


    

     

    The
Company represents and warrants to each of the Buyers that:


    
      
         


      

      
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    (a)           Organization and
Qualification.  Each
of the Company and each of its Subsidiaries are entities duly organized and
validly existing and in good standing under the laws of the jurisdiction in
which they are formed, and have the requisite power and authorization to own
their properties and to carry on their business as now being conducted and as
presently proposed to be conducted.  Each of the Company and each of
its Subsidiaries is duly qualified as a foreign entity to do business and is in
good standing in every jurisdiction in which its ownership of property or the
nature of the business conducted by it makes such qualification necessary,
except to the extent that the failure to be so qualified or be in good standing
would not have a Material Adverse Effect.  As used in this Agreement,
“Material Adverse
Effect” means any material adverse effect on (i) the business,
properties, assets, liabilities, operations (including results thereof),
condition (financial or otherwise) or prospects of the Company or any
Subsidiary, individually or taken as a whole, (ii) the transactions contemplated
hereby or in any of the other Transaction Documents or (iii) the authority or
ability of the Company or any of its Subsidiaries to perform any of their
respective obligations under any of the Transaction Documents (as defined
below).  Other than its Subsidiaries, there is no Person in which the
Company, directly or indirectly, owns capital stock or holds an equity or
similar interest.  “Subsidiaries” means any Person
in which the Company, directly or indirectly, (I) owns any of the outstanding
capital stock or holds any equity or similar interest of such Person or (II)
controls or operates all or any part of the business, operations or
administration of such Person, and each of the foregoing, is individually
referred to herein as a “Subsidiary.”

    


    (b)           Authorization; Enforcement;
Validity.  The
Company has the requisite power and authority
to enter into and perform its obligations under this Agreement and the other
Transaction Documents to which it is a party and to issue the Securities in
accordance with the terms hereof and thereof.  Each Subsidiary has the
requisite power and authority to enter into and perform its obligations under
the Transaction Documents to which it is a party.  The execution and
delivery of this Agreement and the other Transaction Documents by the Company
and its Subsidiaries, and the consummation by the Company and its Subsidiaries
of the transactions contemplated hereby and thereby (including, without
limitation, the issuance of the Notes and the reservation for issuance and
issuance of the Conversion Shares issuable upon conversion of the Notes and the
issuance of the Warrants and the reservation for issuance and issuance of the
Warrant Shares issuable upon exercise of the Warrants) have been duly authorized
by the Company’s board of directors and each of its Subsidiaries’ board of
directors or other governing body, as applicable, and (other than the filing
with the SEC of one or more Registration Statements in accordance with the
requirements of the Registration Rights Agreement and any other filings as may
be required by any state securities agencies) no further filing, consent or
authorization is required by the Company, its Subsidiaries, their respective
boards of directors or their stockholders or other governing
body.  This Agreement and the other Transaction Documents to which it
is a party have been duly executed and delivered by the Company and constitutes
the legal, 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 general principles of equity or applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to,
or affecting generally, the enforcement of applicable creditors’ rights and
remedies and except as rights to indemnification and to contribution may be
limited by federal or state securities law.  The Transaction Documents
to which each Subsidiary is a party have been duly executed and delivered by
each such Subsidiary, and constitutes the legal, valid and binding obligations
of each such Subsidiary, enforceable against each such Subsidiary in accordance
with their respective terms, except as such enforceability may be limited by
general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally, the enforcement of applicable creditors’ rights and
remedies and except as rights to indemnification and to contribution may be
limited by federal or state securities law.  “Transaction Documents” means,
collectively, this Agreement, the Notes, the Warrants, the Security Documents,
the Guaranties, the Registration Rights Agreement, the Irrevocable Transfer
Agent Instructions (as defined in Section 5(b)) and each of the other agreements
and instruments entered into by the parties hereto in connection with the
transactions contemplated hereby and thereby, as may be amended from time to
time.

     

    
      
        
        

      

      
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    (c)           Issuance of
Securities.  The
issuance of the Notes and the Warrants are duly authorized and upon issuance in
accordance with the terms of the Transaction Documents shall be validly issued,
fully paid and non-assessable and free from all taxes, liens, charges and other
encumbrances with respect to the issue thereof.  As of the Closing,
the Company shall have reserved from its duly authorized capital stock not less
than 133% of the sum of (i) the maximum number of Conversion Shares issuable
upon conversion of the Notes (assuming for purposes hereof that the Notes are
convertible at the initial Conversion Price (as defined in the Notes) and
without taking into account any limitations on the conversion of the Notes set
forth therein) and (ii) the maximum number of Warrant Shares issuable upon
exercise of the Warrants (without taking into account any limitations on the
exercise of the Warrants set forth therein).  Upon conversion in
accordance with the Notes or exercise in accordance with the Warrants (as the
case may be), the Conversion Shares and the Warrant Shares, respectively, when
issued, will be validly issued, fully paid and nonassessable and free from all
preemptive or similar rights, taxes, liens, charges and other encumbrances with
respect to the issue thereof, with the holders being entitled to all rights
accorded to a holder of Common Stock.  Subject to the accuracy of the
representations and warranties of the Buyers in this Agreement, the offer and
issuance by the Company of the Securities is exempt from registration under the
1933 Act.

     

    (d)           No
Conflicts.  The
execution, delivery and performance of the Transaction Documents by the Company
and its Subsidiaries and the consummation by the Company and its Subsidiaries of
the transactions contemplated hereby and thereby (including, without limitation,
the issuance of the Notes, the Warrants, the Conversion Shares and Warrant
Shares and the reservation for issuance of the Conversion Shares and Warrant
Shares) will not (i) result in a violation of the Articles of Incorporation (as
defined below) or other organizational documents of the Company or any of its
Subsidiaries, any capital stock of the Company or any of its Subsidiaries or
Bylaws (as defined below) of the Company or any of its Subsidiaries, (ii)
conflict with, or constitute a default (or an event which with notice or lapse
of time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any agreement,
indenture or instrument to which the Company or any of its Subsidiaries is a
party, or (iii) result in a violation of any law, rule, regulation, order,
judgment or decree (including foreign, federal and state securities laws and
regulations and the rules and regulations of the OTC Bulletin Board (the “Principal Market”) and
including all applicable Canadian and Quebec laws, rules and regulations)
applicable to the Company or any of its Subsidiaries or by which any property or
asset of the Company or any of its Subsidiaries is bound or affected except, in
the case of clause (ii) or (iii) above, to the extent such violations that could
not reasonably be expected to have a Material Adverse Effect.

     

    (e)           Consents.  Neither
the Company nor any Subsidiary is required to obtain any consent,
authorization or order of, or make any filing or registration with, any court,
governmental agency or any regulatory or self-regulatory agency or any other
Person in order for it to execute, deliver or perform any of its respective
obligations under or contemplated by the Transaction Documents, in each case, in
accordance with the terms hereof or thereof.  All consents,
authorizations, orders, filings and registrations which the Company or any
Subsidiary is required to obtain pursuant to the preceding sentence have been
obtained or effected on or prior to the Closing Date, and neither the Company
nor any of its Subsidiaries are aware of any facts or circumstances which might
prevent the Company or any Subsidiary from obtaining or effecting any of the
registration, application or filings pursuant to the preceding
sentence.  The Company is not in violation of the requirements of the
Principal Market and has no knowledge of any facts or circumstances which could
reasonably lead to delisting or suspension of the Common Stock in the
foreseeable future.

     

    
      
        
        

      

      
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    (f)           Acknowledgment Regarding
Buyer’s Purchase of Securities.  The
Company acknowledges and agrees that each Buyer is acting solely in the capacity
of an arm’s length purchaser with respect to the Transaction Documents and the
transactions contemplated hereby and thereby and that no Buyer is (i) an officer
or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as
defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its
knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock
(as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934,
as amended (the “1934
Act”)).  The Company further acknowledges that no Buyer is
acting as a financial advisor or fiduciary of the Company or any of its
Subsidiaries (or in any similar capacity) with respect to the Transaction
Documents and the transactions contemplated hereby and thereby, and any advice
given by a Buyer or any of its representatives or agents in connection with the
Transaction Documents and the transactions contemplated hereby and thereby is
merely incidental to such Buyer’s purchase of the Securities.  The
Company further represents to each Buyer that the Company’s and each
Subsidiary’s decision to enter into the Transaction Documents to which it is a
party has been based solely on the independent evaluation by the Company, each
Subsidiary and their respective representatives.

     

    (g)           No General Solicitation;
Placement Agent’s Fees.  Neither
the Company, nor any of its Subsidiaries or affiliates, nor any Person acting on
its or their behalf, has engaged in any form of general solicitation or general
advertising (within the meaning of Regulation D) in connection with the offer or
sale of the Securities.  The Company shall be responsible for the
payment of any placement agent’s fees, financial advisory fees, or brokers’
commissions (other than for persons engaged by any Buyer or its investment
advisor) relating to or arising out of the transactions contemplated
hereby.  Other than Chardan Capital Markets, LLC (the “Placement Agent”), neither the
Company nor any of its Subsidiaries has engaged any placement agent or other
agent in connection with the sale of the Securities.

     

    (h)           No Integrated
Offering.  None
of the Company, its Subsidiaries or any of their affiliates, nor any Person
acting on their behalf has, directly or indirectly, made any offers or sales of
any security or solicited any offers to buy any security, under circumstances
that would require registration of the issuance of any of the Securities under
the 1933 Act, whether through integration with prior offerings or otherwise, or
cause this offering of the Securities to require approval of stockholders of the
Company under any applicable stockholder approval provisions, including, without
limitation, under the rules and regulations of any exchange or automated
quotation system on which any of the securities of the Company are listed or
designated.  None of the Company, its Subsidiaries, their affiliates
nor any Person acting on their behalf will take any action or steps referred to
in the preceding sentence that would require registration of the issuance of any
of the Securities under the 1933 Act or cause the offering of any of the
Securities to be integrated with other offerings.


    
      
         


      

      
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    (i)           Dilutive
Effect.  The
Company understands and acknowledges that the number of Conversion Shares and
Warrant Shares will increase in certain circumstances.  The Company
further acknowledges that its obligation to issue the Conversion Shares upon
conversion of the Notes and the Warrant Shares upon exercise of the Warrants in
accordance with this Agreement, the Notes and the Warrants is, absolute and
unconditional regardless of the dilutive effect that such issuance may have on
the ownership interests of other stockholders of the Company.

     

    (j)           Application of Takeover
Protections; Rights Agreement.  The
Company and its board of directors have taken all necessary action, if any, in
order to render inapplicable any control share acquisition, business
combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under the Articles of Incorporation,
Bylaws or other organizational documents or the laws of the jurisdiction of its
incorporation or otherwise which is or could become applicable to any Buyer as a
result of the transactions contemplated by this Agreement, including, without
limitation, the Company’s issuance of the Securities and any Buyer’s ownership
of the Securities.  The Company and its board of directors have taken
all necessary action, if any, in order to render inapplicable any stockholder
rights plan or similar arrangement relating to accumulations of beneficial
ownership of shares of Common Stock or a change in control of the Company or any
of its Subsidiaries.

     

    (k)           SEC Documents; Financial
Statements.  During
the two (2) years prior to the date hereof,
the Company has timely filed all reports, schedules, forms, statements and other
documents required to be filed by it with the SEC pursuant to the reporting
requirements of the 1934 Act (all of the foregoing filed prior to the date
hereof and all exhibits included therein and financial statements, notes and
schedules thereto and documents incorporated by reference therein being
hereinafter referred to as the “SEC
Documents”).  The Company has delivered to the Buyers or their
respective representatives true, correct and complete copies of each of the SEC
Documents not available on the EDGAR system.  As of their respective
dates, the SEC Documents complied in all material respects with the requirements
of the 1934 Act and the rules and regulations of the SEC promulgated thereunder
applicable to the SEC Documents, and none of the SEC Documents, at the time they
were filed with the SEC, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.  As of their respective dates,
the financial statements of the Company included in the SEC Documents complied
as to form in all material respects with applicable accounting requirements and
the published rules and regulations of the SEC with respect thereto as in effect
as of the time of filing.  Such financial statements have been
prepared in accordance with generally accepted accounting principles,
consistently applied, during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the notes thereto, or (ii)
in the case of unaudited interim statements, to the extent they may exclude
footnotes or may be condensed or summary statements) and fairly present in all
material respects the financial position of the Company as of the dates thereof
and the results of its operations and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal year-end audit
adjustments which will not be material, either individually or in the
aggregate). No other information provided by or on behalf of the Company to the
Buyers which is not included in the SEC Documents (including, without
limitation, information referred to in Section 2(e) of this Agreement) contains
any untrue statement of a material fact or omits to state any material fact
necessary in order to make the statements therein not misleading, in the light
of the circumstance under which they are or were made.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (l)           Absence of Certain
Changes.  Since
the date of the Company’s most recent audited or reviewed financial statements
contained in a Form 10-K, there has been no material adverse change and no
material adverse development in the business, assets, liabilities, properties,
operations (including results thereof), condition (financial or otherwise) or
prospects of the Company or any of its Subsidiaries.  Since the date
of the Company’s most recent audited financial statements contained in a Form
10-K, neither the Company nor any of its Subsidiaries has (i) declared or paid
any dividends, (ii) sold any assets, individually or in the aggregate, outside
of the ordinary course of business or (iii) made any material capital
expenditures, individually or in the aggregate.  Neither the Company
nor any of its Subsidiaries has taken any steps to seek protection pursuant to
any law or statute relating to bankruptcy, insolvency, reorganization,
liquidation or winding up, nor does the Company or any Subsidiary have any
knowledge or reason to believe that any of their respective creditors intend to
initiate involuntary bankruptcy proceedings or any actual knowledge of any fact
which would reasonably lead a creditor to do so. The Company and its
Subsidiaries, individually and on a consolidated basis, are not as of the date
hereof, and after giving effect to the transactions contemplated hereby to occur
at the Closing, will not be Insolvent (as defined below).  For
purposes of this Section 3(l), “Insolvent” means, (I) with
respect to the Company and its Subsidiaries, on a consolidated basis, (i) the
present fair saleable value of the Company’s and its Subsidiaries’ assets is
less than the amount required to pay the Company’s and its Subsidiaries’ total
Indebtedness (as defined below), (ii) the Company and its Subsidiaries are
unable to pay their debts and liabilities, subordinated, contingent or
otherwise, as such debts and liabilities become absolute and matured or (iii)
the Company and its Subsidiaries intend to incur or believe that they will incur
debts that would be beyond their ability to pay as such debts mature; and (II)
with respect to the Company and each Subsidiary, individually, (i) the present
fair saleable value of the Company’s or such Subsidiary’s (as the case may be)
assets is less than the amount required to pay its respective total
Indebtedness, (ii) the Company or such Subsidiary (as the case may be) is unable
to pay its respective debts and liabilities, subordinated, contingent or
otherwise, as such debts and liabilities become absolute and matured or (iii)
the Company or such Subsidiary (as the case may be) intends to incur or believes
that it will incur debts that would be beyond its respective ability to pay as
such debts mature.  Neither the Company nor any of its Subsidiaries
has engaged in business or in any transaction, and is not about to engage in
business or in any transaction, for which the Company’s or such Subsidiary’s
remaining assets constitute unreasonably small capital.

     

    (m)           No Undisclosed Events,
Liabilities, Developments or Circumstances.  No
event, liability, development or circumstance has occurred or exists, or is
reasonably expected to exist or occur with respect to the Company, any of its
Subsidiaries or their respective business, properties, liabilities, prospects,
operations (including results thereof) or condition (financial or otherwise),
that (i) would be required to be disclosed by the Company under applicable
securities laws on a registration statement on Form S-1 filed with the SEC
relating to an issuance and sale by the Company of its Common Stock and which
has not been publicly announced or (ii) could have a material adverse effect on
any Buyer’s investment hereunder or could have a Material Adverse
Effect.


    
      
         


      

      
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     (n)           Conduct of Business;
Regulatory Permits.  Neither the Company nor any of its
Subsidiaries is in violation of any term of or in default under its Articles of
Incorporation, any certificate of designation, preferences or rights of any
other outstanding series of preferred stock of the Company or any of its
Subsidiaries or Bylaws or their organizational charter, certificate of formation
or certificate of incorporation or bylaws, respectively.  Neither the
Company nor any of its Subsidiaries is in violation of any judgment, decree or
order or any statute, ordinance, rule or regulation applicable to the Company or
any of its Subsidiaries, and neither the Company nor any of its Subsidiaries
will conduct its business in violation of any of the foregoing, except in all
cases for possible violations which could not, individually or in the aggregate,
have a Material Adverse Effect. Without limiting the generality of the
foregoing, the Company is not in violation of any of the rules, regulations or
requirements of the Principal Market and has no knowledge of any facts or
circumstances that could reasonably lead to delisting or suspension of the
Common Stock by the Principal Market in the foreseeable future.  Since
January 1, 2007, (i) the Common Stock has been listed or designated for
quotation on the Principal Market, (ii) trading in the Common Stock has not been
suspended by the SEC or the Principal Market and (iii) the Company has received
no communication, written or oral, from the SEC or the Principal Market
regarding the suspension or delisting of the Common Stock from the Principal
Market.  The Company and each of its Subsidiaries possess all
certificates, authorizations and permits issued by the appropriate regulatory
authorities necessary to conduct their respective businesses, except where the
failure to possess such certificates, authorizations or permits would not have,
individually or in the aggregate, a Material Adverse Effect, and neither the
Company nor any such Subsidiary has received any notice of proceedings relating
to the revocation or modification of any such certificate, authorization or
permit.

     

    (o)           Foreign Corrupt
Practices.  Neither the Company nor any of its Subsidiaries nor
any director, officer, agent, employee or other Person acting on behalf of the
Company or any of its Subsidiaries has, in the course of its actions for, or on
behalf of, the Company or any of its Subsidiaries (i) used any corporate funds
for any unlawful contribution, gift, entertainment or other unlawful expenses
relating to political activity; (ii) made any direct or indirect unlawful
payment to any foreign or domestic government official or employee from
corporate funds; (iii) violated or is in violation of any provision of the U.S.
Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful
bribe, rebate, payoff, influence payment, kickback or other unlawful payment to
any foreign or domestic government official or employee.

     

    (p)           Sarbanes-Oxley
Act.  The Company and each Subsidiary is in compliance with all
applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as
of the date hereof, and all applicable rules and regulations promulgated by the
SEC thereunder that are effective as of the date hereof.

     

    (q)           Transactions With
Affiliates.  Other than the grant of stock options disclosed on
Schedule
3(q), none of
the officers, directors or employees of the Company or any of its
Subsidiaries is presently a party to any transaction with the Company or any of
its Subsidiaries (other than for ordinary course services as employees, officers
or directors), including any contract, agreement or other arrangement providing
for the furnishing of services to or by, providing for rental of real or
personal property to or from, or otherwise requiring payments to or from any
such officer, director or employee or, to the knowledge of the Company or any of
its Subsidiaries, any corporation, partnership, trust or other entity in which
any such officer, director, or employee has a substantial interest or is an
officer, director, trustee or partner.

     

    
      
        
        

      

      
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    (r)           Equity
Capitalization. As of the date hereof, the authorized capital stock of
the Company consists of (i) 150,000,000 shares of Common Stock, of which,
72,836,212 issued and outstanding and 1,902,000 shares are reserved for issuance
pursuant to securities (other than the Notes and the Warrants) exercisable or
exchangeable for, or convertible into, shares of Common Stock and (ii)
50,000,000 shares of preferred stock, of which 40,000,000 are issued and
outstanding.  75,261,788 shares of Common Stock are held in
treasury.  All of such outstanding shares are duly authorized and have
been, or upon issuance will be, validly issued and are fully paid and
nonassessable. 37,009,731 shares of the Company’s issued and outstanding Common
Stock on the date hereof are as of the date hereof owned by Persons who are
“affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the
assumption that only officers, directors and holders of at least 10% of the
Company’s issued and outstanding Common Stock are “affiliates” without conceding
that any such Persons are “affiliates” for purposes of federal securities laws)
of the Company or any of its Subsidiaries.  To the Company’s
knowledge, other than those beneficial owners identified in the Company’s Form
10-K for the fiscal year ended September 30, 2008, no Person owns 10% or more of
the Company’s issued and outstanding shares of Common Stock (calculated based on
the assumption that all Equivalents, whether or not presently exercisable or
convertible, have been fully exercised or converted (as the case may
be) taking account of any limitations on exercise or conversion (including
“blockers”) contained therein without conceding that such identified Person is a
10% stockholder for purposes of federal securities laws). Except as disclosed in
Schedule 3(r) and as expressly contemplated by the terms of the Transaction
Documents: (i) none of the Company’s or any Subsidiary’s capital stock is
subject to preemptive rights or any other similar rights or any liens or
encumbrances suffered or permitted by the Company or any Subsidiary; (ii) there
are no outstanding options, warrants, scrip, rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities or rights
convertible into, or exercisable or exchangeable for, any capital stock of the
Company or any of its Subsidiaries, or contracts, commitments, understandings or
arrangements by which the Company or any of its Subsidiaries is or may become
bound to issue additional capital stock of the Company or any of its
Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities or rights
convertible into, or exercisable or exchangeable for, any capital stock of the
Company or any of its Subsidiaries; (iii) there are no outstanding debt
securities, notes, credit agreements, credit facilities or other agreements,
documents or instruments evidencing Indebtedness of the Company or any of its
Subsidiaries or by which the Company or any of its Subsidiaries is or may become
bound; (iv) there are no financing statements securing obligations in any
amounts filed in connection with the Company or any of its Subsidiaries; (v)
there are no agreements or arrangements under which the Company or any of its
Subsidiaries is obligated to register the sale of any of their securities under
the 1933 Act; (vi) there are no outstanding securities or instruments of the
Company or any of its Subsidiaries which contain any redemption or similar
provisions, and there are no contracts, commitments, understandings or
arrangements by which the Company or any of its Subsidiaries is or may become
bound to redeem a security of the Company or any of its Subsidiaries; (vii)
there are no securities or instruments containing anti-dilution or similar
provisions that will be triggered by the issuance of the Securities; (viii)
neither the Company nor any Subsidiary has any stock appreciation rights or
“phantom stock” plans or agreements or any similar plan or agreement; and (ix)
neither the Company nor any of its Subsidiaries have any liabilities or
obligations required to be disclosed in the SEC Documents which are not so
disclosed in the SEC Documents, other than those incurred in the ordinary course
of the Company’s or its Subsidiaries’ respective businesses and which,
individually or in the aggregate, do not or could not have a Material Adverse
Effect. The Company has furnished to the Buyers true, correct and complete
copies of the Company’s Articles of Incorporation, as amended and as in effect
on the date hereof (the “Articles of Incorporation”), and the
Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all
securities convertible into, or exercisable or exchangeable for, shares of
Common Stock and the material rights of the holders thereof in respect
thereto.

     

    
      
        
        

      

      
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    (s)           Indebtedness and Other
Contracts.  Except as disclosed on Schedule 3(s) and as
expressly contemplated by the terms of the Transaction Documents, neither the
Company nor any of its Subsidiaries (i) has any outstanding Indebtedness (as
defined below), (ii) is a party to any contract, agreement or instrument, the
violation of which, or default under which, by the other party(ies) to such
contract, agreement or instrument could reasonably be expected to result in a
Material Adverse Effect, (iii) is in violation of any term of, or in default
under, any contract, agreement or instrument relating to any Indebtedness,
except where such violations and defaults would not result, individually or in
the aggregate, in a Material Adverse Effect, or (iv) is a party to any contract,
agreement or instrument relating to any Indebtedness, the performance of which,
in the judgment of the Company’s officers, has or is expected to have a Material
Adverse Effect.  For purposes of this Agreement: (x) “Indebtedness” of any Person
means, without duplication (A) all indebtedness for borrowed money, (B) all
obligations issued, undertaken or assumed as the deferred purchase price of
property or services (including, without limitation, “capital leases” in
accordance with generally accepted accounting principles) (other than trade
payables entered into in the ordinary course of business), (C) all reimbursement
or payment obligations with respect to letters of credit, surety bonds and other
similar instruments, (D) all obligations evidenced by notes, bonds, debentures
or similar instruments, including obligations so evidenced incurred in
connection with the acquisition of property, assets or businesses, (E) all
indebtedness created or arising under any conditional sale or other title
retention agreement, or incurred as financing, in either case with respect to
any property or assets acquired with the proceeds of such indebtedness (even
though the rights and remedies of the seller or bank under such agreement in the
event of default are limited to repossession or sale of such property), (F) all
monetary obligations under any leasing or similar arrangement which, in
connection with generally accepted accounting principles, consistently applied
for the periods covered thereby, is classified as a capital lease, (G) all
indebtedness referred to in clauses (A) through (F) above secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any mortgage, lien, pledge, charge, security
interest or other encumbrance upon or in any property or assets (including
accounts and contract rights) owned by any Person, even though the Person which
owns such assets or property has not assumed or become liable for the payment of
such indebtedness, and (H) all Contingent Obligations in respect of indebtedness
or obligations of others of the kinds referred to in clauses (A) through (G)
above; (y) “Contingent
Obligation” means, as to any Person, any direct or indirect liability,
contingent or otherwise, of that Person with respect to any indebtedness, lease,
dividend or other obligation of another Person if the primary purpose or intent
of the Person incurring such liability, or the primary effect thereof, is to
provide assurance to the obligee of such liability that such liability will be
paid or discharged, or that any agreements relating thereto will be complied
with, or that the holders of such liability will be protected (in whole or in
part) against loss with respect thereto; and (z) “Person” means an individual, a
limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization, any other entity and a government or any
department or agency thereof.

     

    
      
        
        

      

      
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    (t)           Absence of
Litigation.  Except as set forth on Schedule 3(t), there is no
action, suit, proceeding, inquiry or investigation before or by the Principal
Market, any court, public board, government agency, self-regulatory organization
or body pending or, to the knowledge of the Company, threatened against or
affecting the Company or any of its Subsidiaries, the Common Stock or any of the
Company’s or its Subsidiaries’ officers or directors which is outside of the
ordinary course of business or individually or in the aggregate material to the
Company or any of its Subsidiaries.  There has not been, and to the
knowledge of the Company, there is not pending or contemplated, any
investigation by the SEC involving the Company, any of its Subsidiaries or any
current or former director or officer of the Company or any of its
Subsidiaries.  The SEC has not issued any stop order or other order
suspending the effectiveness of any registration statement filed by the Company
under the 1933 Act or the 1934 Act.

     

    (u)           Insurance.  The
Company and each of its Subsidiaries are insured by insurers of recognized
financial responsibility against such losses and risks and in such amounts as
management of the Company believes to be prudent and customary in the businesses
in which the Company and its Subsidiaries are engaged.  Neither the
Company nor any such Subsidiary has been refused any insurance coverage sought
or applied for, and neither the Company nor any such Subsidiary has any reason
to believe that it will be unable to renew its existing insurance coverage as
and when such coverage expires or to obtain similar coverage from similar
insurers as may be necessary to continue its business at a cost that would not
have a Material Adverse Effect.

     

    (v)           Employee
Relations.  Neither the Company nor any of its Subsidiaries is
a party to any collective bargaining agreement or employs any member of a
union.  The Company believes that its and its Subsidiaries’ relations
with their respective employees are good.  No executive officer (as
defined in Rule 501(f) promulgated under the 1933 Act) or other key employee of
the Company or any of its Subsidiaries has notified the Company or any such
Subsidiary that such officer intends to leave the Company or any such Subsidiary
or otherwise terminate such officer’s employment with the Company or any such
Subsidiary.  No executive officer or other key employee of the Company
or any of its Subsidiaries is, or is now expected to be, in violation of any
material term of any employment contract, confidentiality, disclosure or
proprietary information agreement, non-competition agreement, or any other
contract or agreement or any restrictive covenant, and the continued employment
of each such executive officer or other key employee (as the case may be) does
not subject the Company or any of its Subsidiaries to any liability with respect
to any of the foregoing matters.  The Company and its Subsidiaries are
in compliance with all federal, state, local and foreign laws and regulations
respecting labor, employment and employment practices and benefits, terms and
conditions of employment and wages and hours, except where failure to be in
compliance would not, either individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect.

     

    
      
        
        

      

      
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    (w)           Title.  The
Company and its Subsidiaries have good and marketable title in fee simple to all
real property and good and marketable title to all personal property owned by
them which is material to the business of the Company and its Subsidiaries, in
each case, free and clear of all liens, encumbrances and defects except such as
do not materially affect the value of such property and do not interfere with
the use made and proposed to be made of such property by the Company and any of
its Subsidiaries.  Any real property and facilities held under lease
by the Company or any of its Subsidiaries are held by them under valid,
subsisting and enforceable leases with such exceptions as are not material and
do not interfere with the use made and proposed to be made of such property and
buildings by the Company or any of its Subsidiaries.

     

    (x)           Intellectual Property
Rights.  The Company and its Subsidiaries own or possess
adequate rights or licenses to use all trademarks, trade names, service marks,
service mark registrations, service names, patents, patent rights, copyrights,
original works, inventions, licenses, approvals, governmental authorizations,
trade secrets and other intellectual property rights and all applications and
registrations therefor (“Intellectual Property Rights”)
necessary to conduct their respective businesses as now conducted and as
presently proposed to be conducted.  None of the Company’s or its
Subsidiaries’ Intellectual Property Rights have expired, terminated or been
abandoned, or are expected to expire, terminate or be abandoned, within three
years from the date of this Agreement.  The Company has no knowledge
of any infringement by the Company or any of its Subsidiaries of Intellectual
Property Rights of others.  There is no claim, action or proceeding
being made or brought, or to the knowledge of the Company or any of its
Subsidiaries, being threatened, against the Company or any of its Subsidiaries
regarding their Intellectual Property Rights.  The Company is not
aware of any facts or circumstances which might give rise to any of the
foregoing infringements or claims, actions or proceedings.  The
Company and each of its Subsidiaries have taken reasonable security measures to
protect the secrecy, confidentiality and value of all of their Intellectual
Property Rights.

     

    (y)           Environmental
Laws.  The Company and its Subsidiaries (i) are in compliance
with all Environmental Laws (as defined below), (ii) have received all permits,
licenses or other approvals required of them under applicable Environmental Laws
to conduct their respective businesses and (iii) are in compliance with all
terms and conditions of any such permit, license or approval where, in each of
the foregoing clauses (i), (ii) and (iii), the failure to so comply could be
reasonably expected to have, individually or in the aggregate, a Material
Adverse Effect.  The term “Environmental Laws” means all
federal, state, local or foreign laws relating to pollution or protection of
human health or the environment (including, without limitation, ambient air,
surface water, groundwater, land surface or subsurface strata), including,
without limitation, laws relating to emissions, discharges, releases or
threatened releases of chemicals, pollutants, contaminants, or toxic or
hazardous substances or wastes (collectively, “Hazardous Materials”) into the
environment, or otherwise relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of Hazardous Materials,
as well as all authorizations, codes, decrees, demands or demand letters,
injunctions, judgments, licenses, notices or notice letters, orders, permits,
plans or regulations issued, entered, promulgated or approved
thereunder.

     

    (z)           Subsidiary
Rights.  The Company or one of its Subsidiaries has the
unrestricted right to vote, and (subject to limitations imposed by applicable
law) to receive dividends and distributions on, all capital securities of its
Subsidiaries as owned by the Company or such Subsidiary.

     

    
      
        
        

      

      
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    (aa)           Tax Status. The
Company and each of its Subsidiaries (i) has timely made or filed all foreign,
federal and state income and all other tax returns, reports and declarations
required by any jurisdiction to which it is subject, (ii) has timely paid all
taxes and other governmental assessments and charges that are material in
amount, shown or determined to be due on such returns, reports and declarations,
except those being contested in good faith and (iii) has set aside on its books
provision reasonably adequate for the payment of all taxes for periods
subsequent to the periods to which such returns, reports or declarations apply.
There are no unpaid taxes in any material amount claimed to be due by the taxing
authority of any jurisdiction, and the officers of the Company and its
Subsidiaries know of no basis for any such claim. The Company is not operated in
such a manner as to qualify as a passive foreign investment company, as defined
in Section 1297 of the U.S. Internal Revenue Code of 1986, as
amended.

     

    (bb)           Internal Accounting and
Disclosure Controls. As disclosed in the Company’s Form 10-Q for the
period ended June 30, 2009, the Company has evaluated, with the participation of
its Chief Executive Officer and Chief Financial Officer, the effectiveness of
its disclosure controls and procedures, and based on this evaluation, the
Company has concluded that its disclosure controls and procedures (as defined in
Rules 13a-15(e) under the 1934 Act ) are not adequate to ensure that information
required to be disclosed by the Company in reports that are filed or submitted
under the 1934 Act is recorded, processed, summarized and reported within the
time periods specified in SEC rules and forms. These matters persist despite the
Company having developed and partially implemented a plan to ensure that all
information will be recorded accurately, processed effectively, summarized
promptly and reported on a timely basis. The Company’s internal control over
financial reporting (as defined in Rules 13a-15(f) under the 1934 Act )
disclosure, financial controls, and reporting procedures are designed by, or
under the supervision of, the Company’s Chief Executive Officer and Chief
Financial Officer. The Company’s Chief Executive Officer and Chief Financial
Officer are solely involved in implementing the Company’s internal control over
financial reporting, financial controls, and reporting procedures in an effort
to provide reasonable assurance regarding the reliability of financial
reporting, the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles, and the structural
flexibility required to effectuate such procedures. The Company does not
presently have any Board of Director members, management, or other personnel
responsible for the Company’s internal control over financial reporting. The
Company’s internal control over financial reporting, financial controls, and
reporting procedures are consistent with generally accepted accounting
principles, and include those policies and procedures that: (i) pertain to the
maintenance of records that in reasonable detail accurately and fairly reflect
the transactions and dispositions of the assets of the Company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are
being made only with the authorization of the Company’s Chief Executive Officer
and Chief Financial Officer; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition
of the Company’s assets, and unauthorized transactions, that could have a
material effect on the Company’s financial statements.

    


    (cc)           Off Balance Sheet
Arrangements.  There is no transaction, arrangement, or other
relationship between the Company or any of its Subsidiaries and an
unconsolidated or other off balance sheet entity that is required to be
disclosed by the Company in its 1934 Act filings and is not so disclosed or that
otherwise could be reasonably likely to have a Material Adverse
Effect.

     

    
      
        
        

      

      
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    (dd)           Investment Company
Status.  The Company is not, and upon consummation of the sale
of the Securities will not be, an “investment company,” an affiliate of an
“investment company,” a company controlled by an “investment company” or an
“affiliated person” of, or “promoter” or “principal underwriter” for, an
“investment company” as such terms are defined in the Investment Company Act
of  1940, as amended.

     

    (ee)           Acknowledgement Regarding
Buyers’ Trading Activity. It is understood and acknowledged by the
Company (i) that following the public disclosure of the transactions
contemplated by the Transaction Documents, in accordance with the terms thereof,
none of the Buyers have been asked by the Company or any of its Subsidiaries to
agree, nor has any Buyer agreed with the Company or any of its Subsidiaries, to
desist from purchasing or selling, long and/or short, securities of the Company,
or “derivative” securities based on securities issued by the Company or to hold
the Securities for any specified term; (ii) that any Buyer, and counter parties
in “derivative” transactions to which any such Buyer is a party, directly or
indirectly, presently may have a “short” position in the Common Stock which were
established prior to such Buyer’s knowledge of the transactions contemplated by
the Transaction Documents, and (iii) that each Buyer shall not be deemed to have
any affiliation with or control over any arm’s length counter party in any
“derivative” transaction.  The Company further understands and
acknowledges that following the public disclosure of the transactions
contemplated by the Transaction Documents pursuant to the Press Release one or
more Buyers may engage in hedging and/or trading activities at various times
during the period that the Securities are outstanding, including, without
limitation, during the periods that the value of the Warrant Shares or
Conversion Shares, as applicable, deliverable with respect to the Securities are
being determined and (b) such hedging and/or trading activities, if any, can
reduce the value of the existing stockholders’ equity interest in the Company
both at and after the time the hedging and/or trading activities are being
conducted.  The Company acknowledges that such aforementioned hedging
and/or trading activities do not constitute a breach of this Agreement or any
other Transaction Document or any of the documents executed in connection
herewith or therewith.

     

    (ff)           Manipulation of
Price.  Neither the Company nor any of its Subsidiaries has,
and, to the knowledge of the Company, no Person acting on their behalf has, (i)
taken, directly or indirectly, any action designed to cause or to result in the
stabilization or manipulation of the price of any security of the Company or any
of its Subsidiaries to facilitate the sale or resale of any of the Securities,
(ii) sold, bid for, purchased, or paid any compensation for soliciting purchases
of, any of the Securities (other than the Placement Agent), or (iii) paid or
agreed to pay to any person any compensation for soliciting another to purchase
any other securities of the Company or any of its Subsidiaries.

     

    (gg)           U.S. Real Property Holding
Corporation.  Neither the Company nor any of its Subsidiaries
is, or has ever been, and so long as any of the Securities are held by any of
the Buyers, shall become, a U.S. real property holding corporation within the
meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the
Company and each Subsidiary shall so certify upon any Buyer’s
request.  The Common Stock does not derive, and has not at
any time during the previous five years derived, directly or indirectly
more than 50% of its fair market value from one or any combination of: (i) real
property situated in Canada, (ii) Canadian resource property and (iii) timber
resource properties (as such terms are defined for purposes of the Income Tax Act
(Canada).

     

    
      
        
        

      

      
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    (hh)           Registration
Eligibility.  The Company is eligible to register the
Registrable Securities for resale by the Buyers using Form S-3 promulgated under
the 1933 Act.

     

    (ii)     
       Transfer
Taxes.  On the Closing Date, all stock transfer or other taxes
(other than income or similar taxes) which are required to be paid in connection
with the sale and transfer of the Securities to be sold to each Buyer hereunder
will be, or will have been, fully paid or provided for by the Company, and all
laws imposing such taxes will be or will have been complied with.

     

    (jj)        
   Bank
Holding Company Act.  Neither the Company nor any of its
Subsidiaries is subject to the Bank Holding Company Act of 1956, as amended (the
“BHCA”) and to
regulation by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”).  Neither the Company nor any of its Subsidiaries or
affiliates owns or controls, directly or indirectly, five percent (5%) or more
of the outstanding shares of any class of voting securities or twenty-five
percent (25%) or more of the total equity of a bank or any equity that is
subject to the BHCA and to regulation by the Federal Reserve.  Neither
the Company nor any of its Subsidiaries or affiliates exercises a controlling
influence over the management or policies of a bank or any entity that is
subject to the BHCA and to regulation by the Federal Reserve.

     

    (kk)           Shell Company
Status.  The Company is not now, and has never been, an issuer
identified in, or subject to, Rule 144(i).

     

    (ll)     
      Disclosure.  The
Company confirms that neither it nor any other Person acting on its behalf has
provided any of the Buyers or their agents or counsel with any information that
constitutes or could reasonably be expected to constitute material, non-public
information concerning the Company or any of its Subsidiaries, other than the
existence of the transactions contemplated by this Agreement and the other
Transaction Documents.  The Company understands and confirms that each
of the Buyers will rely on the foregoing representations in effecting
transactions in securities of the Company.  All disclosure provided to
the Buyers regarding the Company and its Subsidiaries, their businesses and the
transactions contemplated hereby, including the schedules to this Agreement,
furnished by or on behalf of the Company or any of its Subsidiaries is true and
correct and does not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements made therein,
in the light of the circumstances under which they were made, not
misleading.  Each press release issued by the Company or any of its
Subsidiaries during the twelve (12) months preceding the date of this Agreement
did not at the time of release contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they are made, not misleading.  No event or circumstance has
occurred or information exists with respect to the Company or any of its
Subsidiaries or its or their business, properties, liabilities, prospects,
operations (including results thereof) or conditions (financial or otherwise),
which, under applicable law, rule or regulation, requires public disclosure at
or before the date hereof or announcement by the Company but which has not been
so publicly announced or disclosed. The Company acknowledges and agrees that no
Buyer makes or has made any representations or warranties with respect to the
transactions contemplated hereby other than those specifically set forth in
Section 2.

     

    
      
        
        

      

      
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    (mm)         Ranking of
Notes.  Except as set forth on Schedule 3(mm), no Indebtedness
of the Company, at the Closing, will be senior to, or pari passu with, the Notes in
right of payment, whether with respect to payment or redemptions, interest,
damages, upon liquidation or dissolution or otherwise.

     

    
      	
              4.

            	
              COVENANTS.

            


    

     

    (a)           Best
Efforts.  Each Buyer shall use its best efforts to timely
satisfy each of the conditions to be satisfied by it as provided in Section 6 of
this Agreement.  The Company shall use its best efforts to timely
satisfy each of the conditions to be satisfied by it as provided in Section 7 of
this Agreement.

     

    (b)           Form D and Blue
Sky.  The Company agrees to file a Form D with respect to the
Securities as required under Regulation D and to provide a copy thereof to each
Buyer promptly after such filing.  The Company shall, on or before the
Closing Date, take such action as the Company shall reasonably determine is
necessary in order to obtain an exemption for, or to, qualify the Securities for
sale to the Buyers at the Closing pursuant to this Agreement under applicable
securities or “Blue Sky” laws of the states of the United States (or to obtain
an exemption from such qualification), and shall provide evidence of any such
action so taken to the Buyers on or prior to the Closing Date.  The
Company shall make all filings and reports relating to the offer and sale of the
Securities required under applicable securities or “Blue Sky” laws of the states
of the United States following the Closing Date.

     

    (c)           Reporting
Status.  Until the date on which the Buyers shall have sold all
of the Registrable Securities (the “Reporting Period”), the
Company shall timely file all reports required to be filed with the SEC pursuant
to the 1934 Act, and the Company shall not terminate its status as an issuer
required to file reports under the 1934 Act even if the 1934 Act or the rules
and regulations thereunder would no longer require or otherwise permit such
termination.

     

    (d)           Use of
Proceeds.  The Company shall use the proceeds from the sale of
the Securities solely for general working capital purposes.

     

    (e)           Financial
Information. The Company agrees to send the following to each Investor
(as defined in the Registration Rights Agreement) during the Reporting Period
(i) unless the following are filed with the SEC through EDGAR and are available
to the public through the EDGAR system, within one (1) Business Day after the
filing thereof with the SEC, a copy of its Annual Reports on Form 10-K and
Quarterly Reports on Form 10-Q, any interim reports or any consolidated balance
sheets, income statements, stockholders’ equity statements and/or cash flow
statements for any period other than annual, any Current Reports on Form 8-K and
any registration statements (other than on Form S-8) or amendments filed
pursuant to the 1933 Act, (ii) on the same day as the release thereof,
electronic copies (delivered via electronic mail) of all press releases issued
by the Company or any of its Subsidiaries and (iii) electronic copies (delivered
via electronic mail) of any notices and other information made available or
given to the stockholders of the Company generally, contemporaneously with the
making available or giving thereof to the stockholders.

     

    
      
        
        

      

      
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    (f)           Listing.  The
Company shall promptly secure the listing or designation for quotation (as the
case may be) of all of the Registrable Securities upon each national securities
exchange and automated quotation system, if any, upon which the Common Stock is
then listed or designated for quotation (as the case may be) (subject to
official notice of issuance) and shall maintain such listing or designation for
quotation (as the case may be) of all Registrable Securities from time to time
issuable under the terms of the Transaction Documents on such national
securities exchange or automated quotation system.  The Company shall
maintain the Common Stock’s listing or authorization for quotation (as the case
may be) on the Principal Market, the New York Stock Exchange, the Nasdaq Global
Market or the Nasdaq Global Select Market (each, an “Eligible
Market”).  Neither the Company nor any of its Subsidiaries
shall take any action which could be reasonably expected to result in the
delisting or suspension of the Common Stock on an Eligible Market. The Company
shall pay all fees and expenses in connection with satisfying its obligations
under this Section 4(f).

     

    (g)           Fees.  The
Company shall reimburse Cranshire Capital, L.P. (“Cranshire”) or its designee(s)
for all actual costs and expenses incurred by it or its affiliates in connection
with the transactions contemplated by the Transaction Documents (including,
without limitation, all legal fees and disbursements in connection therewith,
documentation and implementation of the transactions contemplated by the
Transaction Documents and due diligence and regulatory filings in connection
therewith), which amount shall be withheld by Cranshire from its Purchase Price
at the Closing or paid by the Company upon termination of this Agreement on
demand by Cranshire so long as such termination did not occur as a result of a
material breach by Cranshire of any of its obligations hereunder (as the case
may be), less $65,000 which was previously advanced to Cranshire by the Company.
If the amount so withheld at Closing by Cranshire was less than the aggregate
amount of costs and expenses actually incurred by it or its affiliates in connection with the
transactions contemplated by the Transaction Documents, the Company shall
promptly reimburse Cranshire on demand for all such costs and expenses not so
reimbursed through such withholding at the Closing. The Company shall be
responsible for the payment of any placement agent’s fees, financial advisory
fees, or broker’s commissions (other than for Persons engaged by any Buyer)
relating to or arising out of the transactions contemplated hereby (including,
without limitation, any fees payable to the Placement Agent, who is the
Company’s sole placement agent in connection with the transactions contemplated
by this Agreement). The Company shall pay, and hold each Buyer harmless against,
any liability, loss or expense (including, without limitation, reasonable
attorneys’ fees and out-of-pocket expenses) arising in connection with any claim
relating to any such payment. Except as otherwise set forth in the Transaction
Documents, each party to this Agreement shall bear its own expenses in
connection with the sale of the Securities to the Buyers.

     

    (h)           Pledge of Securities.
Notwithstanding anything to the contrary contained in Section 2(g), the
Company acknowledges and agrees that the Securities may be pledged by a Buyer in
connection with a bona fide margin agreement or other loan or financing
arrangement that is secured by the Securities. The pledge of Securities shall
not be deemed to be a transfer, sale or assignment of the Securities hereunder.
Each Buyer effecting a pledge of Securities shall provide the Company with any
notice thereof or otherwise make any delivery to the Company pursuant to this
Agreement or any other Transaction Document within five (5) Business Days of
such pledge or transaction. The Company hereby agrees to execute and deliver
such documentation as a pledgee of the Securities may reasonably request in
connection with a pledge of the Securities to such pledgee by a Buyer, provided
that such Buyer shall reimburse Company for any reasonable and customary costs
incurred in connection with the execution and delivery of such
documentation.

     

    
      
        
        

      

      
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    (i)        
    Disclosure of Transactions
and Other Material Information.  The Company shall, on or
before 8:30 a.m., New York time, on the first (1st)
Business Day after the date of this Agreement, issue a press release (the “Press Release”) reasonably
acceptable to the Buyers disclosing all the material terms of the transactions
contemplated by the Transaction Documents.  On or before 8:30 a.m.,
New York time, on the second (2nd)
Business Day following the date of this Agreement, the Company shall file a
Current Report on Form 8-K describing all the material terms of the transactions
contemplated by the Transaction Documents in the form required by the 1934 Act
and attaching all the material Transaction Documents (including, without
limitation, this Agreement (and all schedules to this Agreement), the form of
the Security Documents, the form of Guaranties, the form of the Notes, the form
of the Warrants and the form of the Registration Rights Agreement) (including
all attachments, the “8-K
Filing”).  From and after the issuance of the Press Release,
the Company shall have disclosed all material, non-public information (if any)
delivered to any of the Buyers by the Company or any of its Subsidiaries, or any
of their respective officers, directors, employees or agents in connection with
the transactions contemplated by the Transaction Documents. The Company shall
not, and the Company shall cause each of its Subsidiaries and each of its and
their respective officers, directors, employees and agents not to, provide any
Buyer with any material, non-public information regarding the Company or any of
its Subsidiaries from and after the issuance of the Press Release without the
express prior written consent of such Buyer.  In the event of a breach
of any of the foregoing covenants or any of the covenants contained in Section
4(o) by the Company, any of its Subsidiaries, or any of its or their respective
officers, directors, employees and agents (as determined in the reasonable good
faith judgment of such Buyer), in addition to any other remedy provided herein
or in the Transaction Documents, such Buyer shall have the right to make a
public disclosure, in the form of a press release, public advertisement or
otherwise, of such material, non-public information without the prior approval
by the Company, any of its Subsidiaries, or any of its or their respective
officers, directors, employees or agents.  No Buyer shall have any
liability to the Company, any of its Subsidiaries, or any of its or their
respective officers, directors, employees, stockholders or agents, for any such
disclosure.  Subject to the foregoing, neither the Company, its
Subsidiaries nor any Buyer shall issue any press releases or any other public
statements with respect to the transactions contemplated hereby; provided,
however, the Company shall be entitled, without the prior approval of any Buyer,
to make any press release or other public disclosure with respect to such
transactions (i) in substantial conformity with the 8-K Filing and
contemporaneously therewith and (ii) as is required by applicable law and
regulations (provided that in the case of clause (i) each Buyer shall be
consulted by the Company in connection with any such press release or other
public disclosure prior to its release).  Without the prior written
consent of the applicable Buyer, the Company shall not (and shall cause each of
its Subsidiaries and affiliates to not) disclose the name of such Buyer in any
filing, announcement, release or otherwise.

     

    
      
        
        

      

      
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    (j)      
      Additional Registration
Statements.  Until the Applicable Date (as defined below) and
at any time thereafter while any Registration Statement is not effective or the
prospectus contained therein is not available for use, the Company shall not
file a registration statement under the 1933 Act relating to securities that are
not the Registrable Securities. “Applicable Date” means the
first date on which the resale by the Buyers of all Registrable Securities is
covered by one or more effective Registration Statements (as defined in the
Registration Rights Agreement) (and each prospectus contained therein is
available for use on such date).

     

    (k)      
      Additional Issuance of
Securities.  The Company agrees that for the period commencing
on the date hereof and ending on the date immediately following the one
hundredth (100th)
Trading Day (as defined in the Warrants) anniversary of the Applicable Date (the
“Restricted Period”), neither the Company
nor any of its Subsidiaries shall directly or indirectly issue, offer, sell,
grant any option to purchase, or otherwise dispose of (or announce any issuance,
offer, sale, grant or any option to purchase or other disposition of) any of
their respective equity or equity equivalent securities, including, without
limitation, any debt, preferred stock, rights, options, warrants or other
instrument that is at any time and under any circumstances convertible into or
exchangeable for, or otherwise entitles the holder thereof to receive, capital
stock and other securities of the Company (including, without limitation, any
securities of the Company or any Subsidiary which entitle the holder thereof to
acquire Common Stock at any time, including without limitation, any debt,
preferred stock, rights, options, warrants or other instrument that is at any
time convertible into or exchangeable for, or otherwise entitles the holder
thereof to receive, Common Stock or other securities that entitle the holder to
receive, directly or indirectly, Common Stock) (collectively with such capital
stock or other securities of the Company, “Equivalents”) (any such
issuance, offer, sale, grant, disposition or announcement (whether occurring
during the Restricted Period or at any time thereafter) is referred to as a
“Subsequent Placement”).
Notwithstanding the foregoing, this Section 4(k) shall not apply in respect of
the issuance of (i) (A) shares of Common Stock (including shares of Common Stock
issuable upon exercise of standard options to purchase Common Stock or standard
warrants to purchase Common Stock) to directors, officers, the consultants
expressly set forth on Schedule 4(k) attached hereto or employees of the
Company, in each case, in their capacity as such pursuant to an Approved Share
Plan (as defined below), provided that (1) all such issuances (taking into
account the shares of Common Stock issuable upon exercise of such options and
warrants) after the date hereof pursuant to this clause (A) do not, in the
aggregate, exceed more than 10% of the Common Stock issued and outstanding
immediately prior to the date hereof and (2) neither such options nor warrants
are amended to increase the number of shares issuable thereunder or to lower the
exercise price thereof or to otherwise materially change the terms or conditions
thereof in any manner that adversely affects any of the Buyers, (B) shares of
Common Stock issued upon the conversion or exercise of Equivalents issued prior
to the date hereof, provided that such Equivalents have not been amended since
the date of this Agreement to increase the number of shares issuable thereunder
or to lower the exercise or conversion price thereof or otherwise materially
change the terms or conditions thereof in any manner that adversely affects any
of the Buyers, (C) the Conversion Shares and (D) the Warrant Shares (each of the
foregoing in clauses (A) through (D), collectively the “Excluded Securities”) or (ii)
up to 400,000 shares of Common Stock in the aggregate to Patton Boggs, LLP and
Stephen A. Zrenda, Jr. in consideration for legal services provided to the
Company, provided that the Company shall not issue more than 50,000 of such
400,000 shares in the aggregate in any calendar month. “Approved Share Plan” means any
employee benefit plan which has been approved by the board of directors of the
Company prior to or subsequent to the date hereof pursuant to which shares of
Common Stock and standard options to purchase Common Stock may be issued to any
employee, officer or director for services provided to the Company in their
capacity as such.

     

    
      
        
        

      

      
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    (l)          
  Reservation of
Shares.  So long as any Notes or Warrants remain outstanding,
the Company shall take all action necessary to at all times have authorized, and
reserved for the purpose of issuance, no less than 133% of (i) the maximum
number of shares of Common Stock issuable upon conversion of all the Notes
(assuming for purposes hereof, that the Notes are convertible at the Conversion
Price (as defined in the Notes) and without regard to any limitations on the
exercise of the Notes set forth therein) and (ii) the maximum number of shares
of Common Stock issuable upon exercise of all the Warrants (without regard to
any limitations on the exercise of the Warrants set forth therein).

     

    (m)            Conduct of
Business.  The business of the Company and its Subsidiaries
shall not be conducted in violation of any law, ordinance or regulation of any
governmental entity, except where such violations would not result, either
individually or in the aggregate, in a Material Adverse Effect.  The
Company shall conduct its business in such a manner as will ensure that the
Common Stock does not derive directly or indirectly more than 50% of its fair
market value from one or any combination of: (i) real property situated in
Canada, (ii) Canadian resource property and (iii) timber resource properties (as
such terms are defined for purposes of the Income Tax Act
(Canada).  No portion of any interest paid on the Notes shall
be deductible by the Company in computing the Company’s taxable income earned in
Canada for purposes of the
Income Tax Act (Canada).

     

    (n)            Variable Rate
Transaction.  Until all of the Notes have been converted,
redeemed or otherwise satisfied in accordance with their terms, the Company and
each Subsidiary shall be prohibited from effecting or entering into an agreement
to effect any Subsequent Placement involving a Variable Rate Transaction without
the prior written consent of the holders of a majority of the then-outstanding
principal amount of the Notes (for clarification purposes and without
implication that the contrary would otherwise be true, it is expressly
understood and agreed that a Variable Rate Transaction that is so consented to
still constitutes a Subsequent Placement that is subject to the terms and
conditions of this Agreement, including without limitation, Section 4(o)).
“Variable Rate
Transaction” means a transaction in which the Company or any Subsidiary
(i) issues or sells any Equivalents either (A) at a conversion, exercise or
exchange rate or other price that is based upon and/or varies with the trading
prices of or quotations for the shares of Common Stock at any time after the
initial issuance of such Equivalents, or (B) with a conversion, exercise or
exchange price that is subject to being reset at some future date after the
initial issuance of such Equivalents or upon the occurrence of specified or
contingent events directly or indirectly related to the business of the Company
or the market for the Common Stock, other than pursuant to a customary “weighted
average” anti-dilution provision or (ii) enters into any agreement (including,
without limitation, an equity line of credit) whereby the Company or any
Subsidiary may sell securities at a future determined price (other than standard
and customary “preemptive” or “participation” rights).  Each Buyer
shall be entitled to obtain injunctive relief against the Company and its
Subsidiaries to preclude any such issuance, which remedy shall be in addition to
any right to collect damages.

     

    
      
        
        

      

      
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    (o)            Participation Right.
Until all of the Notes have been converted, redeemed or otherwise satisfied in
accordance with their terms, neither the Company nor any of its Subsidiaries
shall, directly or indirectly, effect any Subsequent Placement unless the
Company shall have first complied with this Section 4(o).  The Company
acknowledges and agrees that the right set forth in this Section 4(o) is a right
granted by the Company, separately, to each Buyer.

     

      
(i)           At least
five (5) Trading Days prior to any proposed or intended Subsequent Placement,
the Company shall deliver to each Buyer a written notice of its proposal or
intention to effect a Subsequent Placement (each such notice, a “Pre-Notice”), which Pre-Notice
shall not contain any information (including, without limitation, material,
non-public information) other than: (i) a statement that the Company proposes or
intends to effect a Subsequent Placement, (ii) a statement that the statement in
clause (i) above does not constitute material, non-public information and (iii)
a statement informing such Buyer that it is entitled to receive an Offer Notice
(as defined below) with respect to such Subsequent Placement upon its written
request. Upon the written request of a Buyer within three (3) Trading Days
after the Company’s delivery to such Buyer of such Pre-Notice, and only upon a
written request by such Buyer, the Company shall promptly, but no later than one
(1) Trading Day after such request, deliver to each Buyer an irrevocable written
notice (the “Offer
Notice”) of any proposed or intended issuance or sale or exchange (the
“Offer”) of the
securities being offered (the “Offered Securities”) in a
Subsequent Placement, which Offer Notice shall (w) identify and describe the
Offered Securities, (x) describe the price and other terms upon which they are
to be issued, sold or exchanged, and the number or amount of the Offered
Securities to be issued, sold or exchanged, (y) identify the Persons (if known)
to which or with which the Offered Securities are to be offered, issued, sold or
exchanged and (z) offer to issue and sell to or exchange with such Buyer in
accordance with the terms of the Offer all of the Offered Securities, provided
that the number of Offered Securities which such Buyer shall have the right to
subscribe for under this Section 4(o) shall be (a) based on such Buyer’s pro
rata portion of the aggregate original principal amount of the Notes purchased
hereunder by all Buyers (the “Basic Amount”), and (b) with
respect to each Buyer that elects to purchase its Basic Amount, any additional
portion of the Offered Securities attributable to the Basic Amounts of other
Buyers as such Buyer shall indicate it will purchase or acquire should the other
Buyers subscribe for less than their Basic Amounts (the “Undersubscription
Amount”).

    


      
(ii)          To accept an
Offer, in whole or in part, such Buyer must deliver a written notice to the
Company prior to the end of the fifth (5th)
Business Day after such Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth
the portion of such Buyer’s Basic Amount that such Buyer elects to purchase and,
if such Buyer shall elect to purchase all of its Basic Amount, the
Undersubscription Amount, if any, that such Buyer elects to purchase (in either
case, the “Notice of
Acceptance”).  If the Basic Amounts subscribed for by all
Buyers are less than the total of all of the Basic Amounts, then such Buyer who
has set forth an Undersubscription Amount in its Notice of Acceptance shall be
entitled to purchase, in addition to the Basic Amounts subscribed for, the
Undersubscription Amount it has subscribed for; provided, however, if the
Undersubscription Amounts subscribed for exceed the difference between the total
of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription
Amount”), such Buyer who has subscribed for any Undersubscription Amount
shall be entitled to purchase only that portion of the Available
Undersubscription Amount as the Basic Amount of such Buyer bears to the total
Basic Amounts of all Buyers that have subscribed for Undersubscription Amounts,
subject to rounding by the Company to the extent it deems reasonably
necessary.  Notwithstanding the foregoing, if the Company desires to
modify or amend the terms and conditions of the Offer prior to the expiration of
the Offer Period, the Company may deliver to each Buyer a new Offer Notice and
the Offer Period shall expire on the fifth (5th)
Business Day after such Buyer’s receipt of such new Offer Notice.

     

    
      
        
        

      

      
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(iii)         The Company shall
have five (5) days from the expiration of the Offer Period above (i) to offer,
issue, sell or exchange all or any part of such Offered Securities as to which a
Notice of Acceptance has not been given by a Buyer (the “Refused Securities”) pursuant
to a definitive agreement(s) (the “Subsequent Placement
Agreement”), but only to the offerees described in the Offer Notice (if
so described therein) and only upon terms and conditions (including, without
limitation, unit prices and interest rates) that are not more favorable to the
acquiring Person or Persons or less favorable to the Company than those set
forth in the Offer Notice and (ii) to publicly announce (a) the execution of
such Subsequent Placement Agreement, and (b) either (x) the consummation of the
transactions contemplated by such Subsequent Placement Agreement or (y) the
termination of such Subsequent Placement Agreement, which shall be filed with
the SEC on a Current Report on Form 8-K with such Subsequent Placement Agreement
and any documents contemplated therein filed as exhibits thereto.

    


      
(iv)         In the event the
Company shall propose to sell less than all the Refused Securities (any such
sale to be in the manner and on the terms specified in Section 4(o)(iii) above),
then such Buyer may, at its sole option and in its sole discretion, reduce the
number or amount of the Offered Securities specified in its Notice of Acceptance
to an amount that shall be not less than the number or amount of the Offered
Securities that such Buyer elected to purchase pursuant to Section 4(o)(ii)
above multiplied by a fraction, (i) the numerator of which shall be the number
or amount of Offered Securities the Company actually proposes to issue, sell or
exchange (including Offered Securities to be issued or sold to Buyers pursuant
to this Section 4(o) prior to such reduction) and (ii) the denominator of which
shall be the original amount of the Offered Securities.  In the event
that any Buyer so elects to reduce the number or amount of Offered Securities
specified in its Notice of Acceptance, the Company may not issue, sell or
exchange more than the reduced number or amount of the Offered Securities unless
and until such securities have again been offered to the Buyers in accordance
with Section 4(o)(i) above.

    


      
(v)          Upon the closing
of the issuance, sale or exchange of all or less than all of the Refused
Securities, such Buyer shall acquire from the Company, and the Company shall
issue to such Buyer, the number or amount of Offered Securities specified in its
Notice of Acceptance.  The purchase by such Buyer of any Offered
Securities is subject in all cases to the preparation, execution and delivery by
the Company and such Buyer of a separate purchase agreement relating to such
Offered Securities reasonably satisfactory in form and substance to such Buyer
and its counsel.

     

    
      
        
        

      

      
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(vi)         Any Offered Securities
not acquired by a Buyer or other Persons in accordance with this Section 4(o)
may not be issued, sold or exchanged until they are again offered to such Buyer
under the procedures specified in this Agreement.

    


      
(vii)        The Company and each Buyer
agree that if any Buyer elects to participate in the Offer, neither the
Subsequent Placement Agreement with respect to such Offer nor any other
transaction documents related thereto (collectively, the “Subsequent Placement
Documents”) shall include any term or provision whereby such Buyer shall
be required to agree to any restrictions on trading as to any securities of the
Company or be required to consent to any amendment to or termination of, or
grant any waiver or release under or in connection with, any agreement
previously entered into with the Company or any instrument received from the
Company.

    


      
(viii)       Notwithstanding anything to the
contrary in this Section 4(o) and unless otherwise agreed to by such Buyer, the
Company shall either confirm in writing to such Buyer that the transaction with
respect to the Subsequent Placement has been abandoned or shall publicly
disclose its intention to issue the Offered Securities, in either case, in such
a manner such that such Buyer will not be in possession of any material,
non-public information, by the fifth (5th)
Business Day following delivery of the Offer Notice.  If by such fifth
(5th)
Business Day, no public disclosure regarding a transaction with respect to the
Offered Securities has been made, and no notice regarding the abandonment of
such transaction has been received by such Buyer, such transaction shall be
deemed to have been abandoned and such Buyer shall not be deemed to be in
possession of any material, non-public information with respect to the Company
or any of its Subsidiaries.  Should the Company decide to pursue such
transaction with respect to the Offered Securities, the Company shall provide
such Buyer with another Offer Notice and such Buyer will again have the right of
participation set forth in this Section 4(o).  The Company shall not
be permitted to deliver more than one such Offer Notice to such Buyer in any
sixty (60) day period.

     

      
(ix)         The restrictions
contained in this Section 4(o) shall not apply in connection with the issuance
of any Excluded Securities.  The Company shall not circumvent the
provisions of this Section 4(o) by providing terms or conditions to one Buyer
that are not provided to all.

     

    (p)            Passive Foreign Investment
Company.  The Company shall conduct its business in such a
manner as will ensure that the Company will not be deemed to constitute a
passive foreign investment company within the meaning of Section 1297 of the
U.S. Internal Revenue Code of 1986, as amended.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	
              REGISTER;
      TRANSFER AGENT INSTRUCTIONS;
LEGEND.

            


    

     

    (a)            Register.  The
Company shall maintain at its principal executive offices (or such other office
or agency of the Company as it may designate by notice to each holder of
Securities), a register for the Notes and the Warrants in which the Company
shall record the name and address of the Person in whose name the Notes and the Warrants have been
issued (including the name and address of each transferee), the principal amount
of the Notes held by such Person, the number of Conversion Shares issuable upon
conversion of the Notes and the number of Warrant Shares issuable upon exercise
of the Warrants held by such Person.  The Company shall keep the
register open and available at all times during business hours for inspection of
any Buyer or its legal representatives.

     

    (b)       
   Transfer
Agent Instructions.  The Company shall issue irrevocable
instructions to its transfer agent and any subsequent transfer agent in a form
acceptable to each of the Buyers (the “Irrevocable Transfer Agent
Instructions”) to issue certificates or credit shares to the applicable
balance accounts at The Depository Trust Company (“DTC”), registered in the name
of each Buyer or its respective nominee(s), for the Conversion Shares and the
Warrant Shares in such amounts as specified from time to time by each Buyer to
the Company upon conversion of the Notes or the exercise of the Warrants (as the
case may be).  The Company represents and warrants that no instruction
other than the Irrevocable Transfer Agent Instructions referred to in this
Section 5(b), and stop transfer instructions to give effect to Section 2(g)
hereof, will be given by the Company to its transfer agent with respect to the
Securities, and that the Securities shall otherwise be freely transferable on
the books and records of the Company, as applicable, to the extent provided in
this Agreement and the other Transaction Documents.  If a Buyer
effects a sale, assignment or transfer of the Securities in accordance with
Section 2(g), the Company shall permit the transfer and shall promptly instruct
its transfer agent to issue one or more certificates or credit shares to the
applicable balance accounts at DTC in such name and in such denominations as
specified by such Buyer to effect such sale, transfer or
assignment.  In the event that such sale, assignment or transfer
involves Conversion Shares or Warrant Shares sold, assigned or transferred
pursuant to an effective registration statement or in compliance with Rule 144,
the transfer agent shall issue such shares to such Buyer, assignee or transferee
(as the case may be) without any restrictive legend in accordance with Section
5(d) below. The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to a Buyer. Accordingly, the Company
acknowledges that the remedy at law for a breach of its obligations under this
Section 5(b) will be inadequate and agrees, in the event of a breach or
threatened breach by the Company of the provisions of this Section 5(b), that a
Buyer shall be entitled, in addition to all other available remedies, to an
order and/or injunction restraining any breach and requiring immediate issuance
and transfer, without the necessity of showing economic loss and without any
bond or other security being required.  The Company shall cause its
counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent
Instructions to the Company’s transfer agent on each Effective Date (as defined
in the Registration Rights Agreement).  Any fees (with respect to the
transfer agent, counsel to the Company or otherwise) associated with the
issuance of such opinion or the removal of any legends on any of the Securities
shall be borne by the Company.

     

    (c)            Legends.  Each
Buyer understands that the Securities have been issued (or will be issued in the
case of the Conversion Shares and the Warrant Shares) pursuant to an exemption
from registration or qualification under the 1933 Act and applicable state
securities laws, and except as set forth below, the Securities shall bear any
legend as required by the “blue sky” laws of any state and a restrictive legend
in substantially the following form (and a stop-transfer order may be placed
against transfer of such stock certificates):

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    [NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE
SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE
BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY
ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
(II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER
SAID ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE
PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES.

     

    (d)       
   Removal of
Legends.  Certificates evidencing Securities shall not be
required to contain the legend set forth in Section 5(c) above or any other
legend (i) while a registration statement (including a Registration Statement)
covering the resale of such Securities is effective under the 1933 Act, (ii)
following any sale of such Securities pursuant to Rule 144 (assuming the
transferor is not an affiliate of the Company), (iii) if such Securities are
eligible to be sold, assigned or transferred under Rule 144 (provided that a
Buyer provides the Company with reasonable assurances that such Securities are
eligible for sale, assignment or transfer under Rule 144 which shall not include
an opinion of counsel), (iv) in connection with a sale, assignment or other
transfer (other than under Rule 144), provided that such Buyer provides the
Company with an opinion of counsel to such Buyer, in a generally acceptable
form, to the effect that such sale, assignment or transfer of the Securities may
be made without registration under the applicable requirements of the 1933 Act
or (v) if such legend is not required under applicable requirements of the 1933
Act (including, without limitation, controlling judicial interpretations and
pronouncements issued by the SEC).  If a legend is not required
pursuant to the foregoing, the Company shall no later than two (2) Trading Days
following the delivery by a Buyer to the Company or the transfer agent (with
notice to the Company) of a legended certificate representing such Securities
(endorsed or with stock powers attached, signatures guaranteed, and otherwise in
form necessary to affect the reissuance and/or transfer, if applicable),
together with any other deliveries from such Buyer as may be required above in
this Section 5(d), as directed by such Buyer, either: (A) deliver (or cause to
be delivered to) such Buyer a certificate representing such Securities that is
free from all restrictive and other legends or (B) credit the balance account of
such Buyer’s or such Buyer’s nominee with DTC with a number of shares of Common
Stock equal to the number of Conversion Shares or Warrant Shares (as the case
may be) represented by the certificate, the conversion notice or exercise notice
(as the case may be) so delivered by such Buyer (the date by which such
certificate is required to be delivered to such Buyer or such credit is so
required to be made to the balance account of such Buyer’s or such Buyer’s
nominee with DTC pursuant to the foregoing is referred to herein as the “Required Delivery
Date”).

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    (e)       
    Failure to Timely Deliver;
Buy-In.  If the Company fails to (i) issue and deliver (or
cause to be delivered) to a Buyer by the Required Delivery Date a certificate
representing the Securities so delivered to the Company by such Buyer that is
free from all restrictive and other legends or (ii) credit the balance account
of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of
Conversion Shares or Warrant Shares so delivered to the Company, then, in
addition to all other remedies available to such Buyer, the Company shall pay in
cash to such Buyer on each day after the Required Delivery Date that the
issuance or credit of such shares is not timely effected an amount equal to 1%
of the original principal amount of such Buyer’s Note. In addition to the
foregoing, if the Company fails to so properly deliver such unlegended
certificates or so properly credit the balance account of such Buyer’s or such
Buyer’s nominee with DTC by the Required Delivery Date, and if on or after the
Required Delivery Date such Buyer purchases (in an open market transaction or
otherwise) shares of Common Stock to deliver in satisfaction of a sale by such
Buyer of shares of Common Stock that such Buyer anticipated receiving from the
Company without any restrictive legend, then, in addition to all other remedies
available to such Buyer, the Company shall, within three (3) Trading Days after
such Buyer’s request and in such Buyer’s sole discretion, either (i) pay cash to
such Buyer in an amount equal to such Buyer’s total purchase price (including
brokerage commissions, if any) for the shares of Common Stock so purchased (the
“Buy-In Price”), at
which point the Company’s obligation to deliver such certificate or credit such
Buyer’s balance account shall terminate and such shares shall be cancelled, or
(ii) promptly honor its obligation to deliver to such Buyer a certificate or
certificates or credit such Buyer’s DTC account representing such number of
shares of Common Stock that would have been issued if the Company timely
complied with its obligations hereunder and pay cash to such Buyer in an amount
equal to the excess (if any) of the Buy-In Price over the product of (A) such
number of shares of Conversion Shares or Warrant Shares (as the case may be)
that the Company was required to deliver to such Buyer by the Required Delivery
Date times (B) the Closing Sale Price (as defined in the Warrants) of the Common
Stock on the Trading Day immediately preceding the Required Delivery
Date.

     

    
      	
              6.

            	
              CONDITIONS
      TO THE COMPANY’S OBLIGATION TO
SELL.

            


    

     

    (a)          
The obligation of the Company hereunder to issue and sell the Notes and the related Warrants
to each Buyer at the Closing is subject to the satisfaction, at or before the
Closing Date, of each of the following conditions, provided that these
conditions are for the Company’s sole benefit and may be waived by the Company
at any time in their sole discretion by providing each Buyer with prior written
notice thereof:

     

      
(i)            Such Buyer
shall have executed each of the other Transaction Documents to which it is a
party and delivered the same to the Company.

     

      
(ii)          Such Buyer and
each other Buyer shall have delivered to the Company the Purchase Price (less,
in the case of Cranshire, the amounts withheld pursuant to Section 4(g))for the
Note and the related Warrants being purchased by such Buyer at the Closing by
wire transfer of immediately available funds pursuant to the wire instructions
provided by the Company.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

      
(iii)         The representations
and warranties of such Buyer shall be true and correct in all material respects
as of the date when made and as of the Closing Date as though originally made at
that time (except for representations and warranties that speak as of a specific
date, which shall be true and correct as of such date), and such Buyer shall
have performed, satisfied and complied in all material respects with the
covenants, agreements and conditions required by this Agreement to be performed,
satisfied or complied with by such Buyer at or prior to the Closing
Date.

     

    
      	
              7.

            	
              CONDITIONS
      TO EACH BUYER’S OBLIGATION TO
PURCHASE.

            


    

     

    (a)            The
obligation of each Buyer hereunder to purchase its Note and its related Warrants
at the Closing is subject to the satisfaction, at or before the Closing Date, of
each of the following conditions, provided that these conditions are for each
Buyer’s sole benefit and may be waived by such Buyer at any time in its sole
discretion by providing the Company with prior written notice
thereof:

     

      
(i)           The Company
and each Subsidiary (as the case may be) shall have duly executed and delivered
to such Buyer each of the Transaction Documents to which it is a party and the
Company shall have duly executed and delivered to such Buyer a Note (in such
amount as is set forth across from such Buyer’s name in column (3) of the
Schedule of Buyers and the related Series A
Warrants, Series B Warrants and Series C Warrants (for such number of shares of
Common Stock as is set forth across from such Buyer’s name in columns (4), (5)
and (6) of the Schedule of Buyers, respectively) being purchased by such Buyer
at the Closing pursuant to this Agreement.

     

      
(ii)           Such Buyer
shall have received the opinion of Patton Boggs LLP, the Company’s counsel,
dated as of the Closing Date, in the form acceptable to such Buyer.

     

      
(iii)         The Company shall
have delivered to such Buyer a copy of the Irrevocable Transfer Agent
Instructions, in the form acceptable to such Buyer, which instructions shall
have been delivered to and acknowledged in writing by the Company’s transfer
agent.

     

      
(iv)         The Company shall have
delivered to such Buyer a certificate evidencing the formation and good standing
of the Company and each of its Subsidiaries in each such entity’s jurisdiction
of formation issued by the Secretary of State (or comparable office) of such
jurisdiction of formation as of a date within ten (10) days of the Closing
Date.

     

      
(v)          The Company shall
have delivered to such Buyer a certificate evidencing the Company’s and each
Subsidiary’s qualification as a foreign corporation and good standing issued by
the Secretary of State (or comparable office) of each jurisdiction in which the
Company and each Subsidiary conducts business and is required to so qualify, as
of a date within ten (10) days of the Closing Date.

     

      
(vi)         The Company shall have
delivered to such Buyer a certified copy of the Articles of Incorporation as
certified by the Nevada Secretary of State within ten (10) days of the Closing
Date.


    
      
         


      

      
        30

        
          

        

      

      
         


      

    


    (vii)         Each
Subsidiary shall have delivered to such Buyer a certified copy of its
certificate of incorporation as certified by the Secretary of State (or
comparable office) of such Subsidiary’s jurisdiction of incorporation within ten
(10) days of the Closing Date.

     

    (viii)        The
Company and each Subsidiary shall have delivered to such Buyer a certificate,
executed by the Secretary of the Company and each Subsidiary and dated as of the
Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted
by the Company’s and each Subsidiary’s board of directors in a form reasonably
acceptable to such Buyer, (ii) the Articles of Incorporation of the Company and
the organizational documents of each Subsidiary and (iii) the Bylaws of the
Company and the bylaws of each Subsidiary, each as in effect at the Closing, in
the form acceptable to such Buyer.

     

    (ix)           Each
and every representation and warranty of the Company shall be true and correct
as of the date when made and as of the Closing Date as though originally made at
that time (except for representations and warranties that speak as of a specific
date, which shall be true and correct as of such date) and the Company shall
have performed, satisfied and complied in all respects with the covenants,
agreements and conditions required to be performed, satisfied or complied with
by the Company at or prior to the Closing Date.  Such Buyer shall have
received a certificate, executed by the Chief Executive Officer of the Company,
dated as of the Closing Date, to the foregoing effect and as to such other
matters as may be reasonably requested by such Buyer in the form acceptable to
such Buyer.

     

    (x)           The
Company shall have delivered to such Buyer a letter from the Company’s transfer
agent certifying the number of shares of Common Stock outstanding on the Closing
Date immediately prior to the Closing.

     

    (xi)           The
Common Stock (I) shall be designated for quotation or listed on the Principal
Market and (II) shall not have been suspended, as of the Closing Date, by the
SEC or the Principal Market from trading on the Principal Market nor shall
suspension by the SEC or the Principal Market have been threatened, as of the
Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by
falling below the minimum maintenance requirements of the Principal
Market.

     

    (xii)          The
Company shall have obtained all governmental, regulatory or third party consents
and approvals, if any, necessary for the sale of the Securities, including
without limitation, those required by the Principal Market.

     

    (xiii)         No
statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by any court or governmental
authority of competent jurisdiction that prohibits the consummation of any of
the transactions contemplated by the Transaction Documents.

     

    (xiv)         Since
the date of execution of this Agreement, no event or series of events shall have
occurred that reasonably would have or result in a Material Adverse
Effect.


    
      
         


      

      
        31

        
          

        

      

      
         


      

    

     

    (xv)         The
Company shall have obtained approval of the Principal Market to list or
designate for quotation (as the case may be) the Conversion Shares and the
Warrant Shares.

     

    (xvi)        The
Company and its Subsidiaries shall have delivered to such Buyer such other
documents relating to the transactions contemplated by this Agreement as such
Buyer or its counsel may reasonably request.

     

    
      	
              8.

            	
              TERMINATION.

            


    

     

    In the
event that the Closing shall not have occurred with respect to a Buyer within
ten (10) days of the date hereof, then such Buyer shall have the right to
terminate its obligations under this Agreement with respect to itself at any
time on or after the close of business on such date without liability of such
Buyer to any other party; provided, however, (i) the right to terminate this
Agreement under this Section 8 shall not be
available to such Buyer if the failure of the transactions contemplated by this
Agreement to have been consummated by such date is the result of such Buyer’s
breach of this Agreement and (ii) the abandonment of the sale and purchase of
the Notes and the Warrants shall be applicable only to such Buyer providing such
written notice, provided further that no such termination shall affect any
obligation of the Company under this Agreement to reimburse such Buyer for the
expenses described in Section 4(g) above.  Nothing contained in this
Section 8 shall be deemed to release any party from any liability for any breach
by such party of the terms and provisions of this Agreement or the other
Transaction Documents or to impair the right of any party to compel specific
performance by any other party of its obligations under this Agreement or the
other Transaction Documents.

    


    
      	
              9.

            	
              MISCELLANEOUS.

            


    

     

    (a)           Governing Law; Jurisdiction;
Jury Trial. All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of New
York, without giving effect to any choice of law or conflict of law provision or
rule (whether of the State of New York or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of
New York.  Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in The City of New York,
Borough of Manhattan, for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper.  Each party hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address for such
notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY
HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY
DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY.


    
      
         


      

      
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    (b)           Counterparts. This
Agreement may be executed in two or more identical counterparts, all of which
shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other
party.  In the event that any signature is delivered by facsimile
transmission or by an e-mail which contains a portable document format (.pdf)
file of an executed signature page, such signature page shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such signature page were an
original thereof.

     

    (c)           Headings;
Gender.  The headings of this Agreement are for convenience of
reference and shall not form part of, or affect the interpretation of, this
Agreement.  Unless the context clearly indicates otherwise, each
pronoun herein shall be deemed to include the masculine, feminine, neuter,
singular and plural forms thereof.  The terms “including,” “includes,”
“include” and words of like import shall be construed broadly as if followed by
the words “without limitation.”  The terms “herein,” “hereunder,”
“hereof” and words of like import refer to this entire Agreement instead of just
the provision in which they are found.  For purposes of this Agreement
for each Buyer’s benefit, the word “state” or “states” includes any “province”
or “provinces” in Canada and the concept of “law, rules or regulations” includes
laws, rules and regulations under applicable law, rules and regulations in
Canada.

     

    (d)           Severability.  If
any provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of any provision of this Agreement in any other
jurisdiction.  Notwithstanding anything to the contrary contained in
this Agreement or any other Transaction Document (and without implication that
the following is required or applicable), it is the intention of the parties
that in no event shall amounts and value paid by the Company and/or its
Subsidiaries (as the case may be), or payable to or received by the Buyers,
under the Transaction Documents, including without limitation, any amounts that
would be characterized as “interest” under applicable law (including, without
limitation, any applicable Canadian law), exceed amounts permitted under any
such applicable law.  Accordingly, if any obligation to pay, payment
made to such Buyer, or collection by such Buyer pursuant the Transaction
Documents is finally judicially determined to be contrary to any such applicable
law, such obligation to pay, payment or collection shall be deemed to have been
made by mutual mistake of such Buyer, the Company and its Subsidiaries and such
amount shall be deemed to have been adjusted with retroactive effect to the
maximum amount or rate of interest, as the case may be, as would not be so
prohibited by the applicable law.  Such adjustment shall be effected,
to the extent necessary, by reducing or refunding, at the option of such Buyer,
the amount of interest or any other amounts which would constitute unlawful
amounts required to be paid or actually paid to such Buyer under the Transaction
Documents.  For greater certainty, to the extent that any interest,
charges, fees, expenses or other amounts required to be paid to or received by
such Buyer under any of the Transaction Documents or related thereto are held to
be within the meaning of “interest” or another applicable term to otherwise be
violative of applicable law, such amounts shall be pro-rated over the period of
time to which they relate.


    
      
         


      

      
        33

        
          

        

      

      
         


      

    


    (e)           Entire Agreement;
Amendments.  This Agreement, the other Transaction Documents
and the schedules and exhibits attached hereto and thereto and the instruments
referenced herein and therein supersede all other prior oral or written
agreements between the Buyers, the Company, its Subsidiaries, their affiliates
and Persons acting on their behalf solely with respect to the matters contained
herein and therein, and this Agreement, the other Transaction Documents, the
schedules and exhibits attached hereto and thereto and the instruments
referenced herein and therein contain the entire understanding of the parties
solely with respect to the matters covered herein and therein; provided,
however, nothing contained in this Agreement or any other Transaction Document
shall (or shall be deemed to) (i) have any effect on any agreements any Buyer
has entered into with the Company or any of its Subsidiaries prior to the date
hereof with respect to any prior investment made by such Buyer in the Company or
(ii) waive, alter, modify or amend in any respect any obligations of the Company
or any of its Subsidiaries, or any rights of or benefits to any Buyer or any
other Person, in any agreement entered into prior to the date hereof between or
among the Company and/or any of its Subsidiaries and any Buyer and all such
agreements shall continue in full force and effect.  Except as
specifically set forth herein or therein, neither the Company nor any Buyer
makes any representation, warranty, covenant or undertaking with respect to such
matters.  For clarification purposes, the Recitals are part of this
Agreement.  No provision of this Agreement may be amended other than
by an instrument in writing signed by the Company and the holders of at least a
majority of the then-outstanding principal amount of the Notes issued hereunder,
and any amendment to any provision of this Agreement made in conformity with the
provisions of this Section 9(e) shall be binding on all Buyers and holders of
Securities, as applicable, provided that no such amendment shall be effective to
the extent that it (1) applies to less than all of the holders of the Notes then
outstanding, (2) imposes any obligation or liability on any Buyer without such
Buyer’s prior written consent (which may be granted or withheld in such Buyer’s
sole discretion) or (3) applies retroactively.  No waiver shall be
effective unless it is in writing and signed by an authorized representative of
the waiving party.  No consideration shall be offered or paid to any
Person to amend or consent to a waiver or modification of any provision of any
of the Transaction Documents unless the same consideration also is offered to
all of the parties to the Transaction Documents, all holders of the Notes or all
holders of the Warrants (as the case may be).  The Company has not,
directly or indirectly, made any agreements with any Buyers relating to the
terms or conditions of the transactions contemplated by the Transaction
Documents except as set forth in the Transaction Documents.  Without
limiting the foregoing, the Company confirms that, except as set forth in this
Agreement, no Buyer has made any commitment or promise or has any other
obligation to provide any financing to the Company, any Subsidiary or
otherwise.

     

    (f)           Notices.  Any
notices, consents, waivers or other communications required or permitted to be
given under the terms of this Agreement must be in writing and will be deemed to
have been delivered: (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by facsimile (provided confirmation of transmission is
mechanically or electronically generated and kept on file by the sending party);
or (iii) one (1) Business Day after deposit with an overnight courier service
with next day delivery specified, in each case, properly addressed to the party
to receive the same.  The addresses and facsimile numbers for such
communications shall be:


    
      
         


      

      
        34

        
          

        

      

      
         


      

    

     

    If to the
Company:

     

    Magnum
d’Or Resources, Inc.

    110 E.
Broward Boulevard, Suite 1700

    Ft.
Lauderdale, Florida 33301

    Telephone:
(305) 420-6563

    Facsimile:
(305) 395-4858

    Attention:
CEO


     

    With a
copy (for informational purposes only) to:

     

    Patton
Boggs LLP

    1801
California Street, Ste. 4900

    Denver,
CO 80202

    Telephone:  (303)
894-6154

    Facsimile:  (303)
894-9239

    Attention:  James
Muchmore


     

    If to the
Transfer Agent:

     

    Holladay
Stock Transfer

    2939 N
67th Pl Ste C

    Scottsdale,
AZ 85251

    Telephone:  (480)
481-3940

    Facsimile:  (480)
481-3941

    


    If to a
Buyer, to its address and facsimile number set forth on the Schedule of Buyers,
with copies to such Buyer’s representatives as set forth on the Schedule of
Buyers,

     

    with a
copy (for informational purposes only) to:

     

    Greenberg
Traurig, LLP

    77 W.
Wacker Drive, Suite 3100

    Chicago,
Illinois 60601

    Telephone:  (312)
456-8400

    Facsimile:  (312)
456-8435

    Attention:  Peter
H. Lieberman, Esq.

    Todd A.
Mazur, Esq.

     

    or to
such other address and/or facsimile number and/or to the attention of such other
Person as the recipient party has specified by written notice given to each
other party five (5) days prior to the effectiveness of such change, provided
that Greenberg Traurig, LLP shall only be provided copies of notices sent to
Cranshire.  Written confirmation of receipt (A) given by the recipient
of such notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender’s facsimile machine containing the time,
date, recipient facsimile number and an image of the first page of such
transmission or (C) provided by an overnight courier service shall be rebuttable
evidence of personal service, receipt by facsimile or receipt from an overnight
courier service in accordance with clause (i), (ii) or (iii) above,
respectively.


    
      
         


      

      
        35

        
          

        

      

      
         


      

    


    (g)           Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns, including
any purchasers of any of the Securities.  The Company shall not assign
this Agreement or any rights or obligations hereunder without the prior written
consent of the holders of at least a majority of the aggregate number of
Registrable Securities issued and issuable under the Transaction Documents,
including, without limitation, by way of a Fundamental Transaction (as defined
in the Warrants) (unless the Company is in compliance with the applicable
provisions governing Fundamental Transactions set forth in the
Warrants).  A Buyer may assign some or all of its rights hereunder in
connection with any transfer of any of its Securities without the consent of the
Company, in which event such assignee shall be deemed to be a Buyer hereunder
with respect to such assigned rights.

     

    (h)           No Third Party
Beneficiaries.  This
Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any
provision hereof be enforced by, any other Person, other than the Indemnitees
referred to in Section 9(k).

     

    (i)           Survival.  The
representations, warranties, agreements and covenants shall survive the
Closing.  Each Buyer shall be responsible only for its own
representations, warranties, agreements and covenants hereunder.

     

    (j)           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 any 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.

     

    (k)           Indemnification.  In
consideration of each Buyer’s execution and delivery of the Transaction
Documents and acquiring the Securities thereunder and in addition to all of the
Company’s other obligations under the Transaction Documents, the Company shall
defend, protect, indemnify and hold harmless each Buyer and each holder of any
Securities and all of their stockholders, partners, members, officers,
directors, employees and direct or indirect investors and any of the foregoing
Persons’ agents or other representatives (including, without limitation, those
retained in connection with the transactions contemplated by this Agreement)
(collectively, the “Indemnitees”) from and against
any and all actions, causes of action, suits, claims, losses, costs, penalties,
fees, liabilities and damages, and expenses in connection therewith
(irrespective of whether any such Indemnitee is a party to the action for which
indemnification hereunder is sought), and including reasonable attorneys’ fees
and disbursements (the “Indemnified Liabilities”),
incurred by any Indemnitee as a result of, or arising out of, or relating to (a)
any misrepresentation or breach of any representation or warranty made by the
Company or any Subsidiary in any of the Transaction Documents, (b) any breach of
any covenant, agreement or obligation of the Company or any Subsidiary contained
in any of the Transaction Documents or (c) any cause of action, suit or claim
brought or made against such Indemnitee by a third party (including for these
purposes a derivative action brought on behalf of the Company or any Subsidiary)
and arising out of or resulting from (i) the execution, delivery, performance or
enforcement of any of the Transaction Documents, (ii) any transaction financed
or to be financed in whole or in part, directly or indirectly, with the proceeds
of the issuance of the Securities, (iii) any disclosure properly made by such
Buyer pursuant to Section 4(i), or (iv) the status of such Buyer or holder of
the Securities as an investor in the Company pursuant to the transactions
contemplated by the Transaction Documents.  To the extent that the
foregoing undertaking by the Company may be unenforceable for any reason, the
Company shall make the maximum contribution to the payment and satisfaction of
each of the Indemnified Liabilities which is permissible under applicable
law.  Except as otherwise set forth herein, the mechanics and
procedures with respect to the rights and obligations under this Section 9(k)
shall be the same as those set forth in Section 6 of the Registration Rights
Agreement.


    
      
         


      

      
        36

        
          

        

      

      
         


      

    


    (l)           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.

     

    (m)           Remedies.  Each
Buyer and each holder of any Securities shall have all rights and remedies set
forth in the Transaction Documents and all rights and remedies which such
holders have been granted at any time under any other agreement or contract and
all of the rights which such holders have under any law.  Any Person
having any rights under any provision of this Agreement shall be entitled to
enforce such rights specifically (without posting a bond or other security), to
recover damages by reason of any breach of any provision of this Agreement and
to exercise all other rights granted by law.  Furthermore, the Company
recognizes that in the event that it or any Subsidiary fails to perform,
observe, or discharge any or all of its or such Subsidiary’s (as the case may
be) obligations under the Transaction Documents, any remedy at law may prove to
be inadequate relief to the Buyers.  The Company therefore agrees that
the Buyers shall be entitled to seek specific performance and/or temporary,
preliminary and permanent injunctive or other equitable relief from any court of
competent jurisdiction in any such case without the necessity of proving actual
damages and without posting a bond or other security.

     

    (n)           Withdrawal
Right.  Notwithstanding anything to the contrary contained in
(and without limiting any similar provisions of) the Transaction Documents,
whenever any Buyer exercises a right, election, demand or option under a
Transaction Document and the Company or any Subsidiary does not timely perform
its related obligations within the periods therein provided, then such Buyer may
rescind or withdraw, in its sole discretion from time to time upon written
notice to the Company or such Subsidiary (as the case may be), any relevant
notice, demand or election in whole or in part without prejudice to its future
actions and rights

     

    (o)           Payment Set
Aside.  To the extent that the Company or any Subsidiary makes
a payment or payments to any Buyer hereunder or pursuant to any of the other
Transaction Documents or any of the Buyers enforce or exercise their rights
hereunder or thereunder, and such payment or payments or the proceeds of such
enforcement or exercise or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside, recovered from, disgorged
by or are required to be refunded, repaid or otherwise restored to the Company
or any Subsidiary, a trustee, receiver or any other Person under any law
(including, without limitation, any bankruptcy law, foreign, state or federal
law, common law or equitable cause of action), then to the extent of any such
restoration the obligation or part thereof originally intended to be satisfied
shall be revived and continued in full force and effect as if such payment had
not been made or such enforcement or setoff had not occurred.  Unless
otherwise expressly indicated, all dollar amounts referred to in this Agreement
and the other Transaction Documents are in United States Dollars (“US Dollars”), and all amounts
owing under this Agreement and all other Transaction Documents shall be paid in
US Dollars.  All amounts denominated in other currencies shall be
converted in the US Dollar equivalent amount in accordance with the Exchange
Rate on the date of calculation.  “Exchange Rate” means, in relation to
any amount of currency to be converted into US Dollars pursuant to this
Agreement, the US Dollar exchange rate as published in the Wall Street Journal
on the relevant date of calculation.


    
      
         


      

      
        37

        
          

        

      

      
         


      

    

     

    (p)           Independent Nature of
Buyers’ Obligations and Rights.  The obligations of each Buyer
under the Transaction Documents are several and not joint with the obligations
of any other Buyer, and no Buyer shall be responsible in any way for the
performance of the obligations of any other Buyer under any Transaction
Document.  Nothing contained herein or in any other Transaction
Document, and no action taken by any Buyer pursuant hereto or thereto, shall be
deemed to constitute the Buyers as, and the Company acknowledges that the Buyers
do not so constitute, a partnership, an association, a joint venture or any
other kind of group or entity, or create a presumption that the Buyers are in
any way acting in concert or as a group or entity with respect to such
obligations or the transactions contemplated by the Transaction Documents or any
matters, and the Company acknowledges that the Buyers are not acting in concert
or as a group, and the Company shall not assert any such claim, with respect to
such obligations or the transactions contemplated by the Transaction
Documents.  The decision of each Buyer to purchase Securities pursuant
to the Transaction Documents has been made by such Buyer independently of any
other Buyer.  Each Buyer acknowledges that no other Buyer has acted as
agent for such Buyer in connection with such Buyer making its investment
hereunder and that no other Buyer will be acting as agent of such Buyer in
connection with monitoring such Buyer’s investment in the Securities or
enforcing its rights under the Transaction Documents.  The Company and
each Buyer confirms that each Buyer has independently participated with the
Company and its Subsidiaries in the negotiation of the transaction contemplated
hereby with the advice of its own counsel and advisors.  Each Buyer
shall be entitled to independently protect and enforce its rights, including,
without limitation, the rights arising out of this Agreement or out of any other
Transaction Documents, and it shall not be necessary for any other Buyer to be
joined as an additional party in any proceeding for such purpose.  The
use of a single agreement to effectuate the purchase and sale of the Securities
contemplated hereby was solely in the control of the Company, not the action or
decision of any Buyer, and was done solely for the convenience of the Company
and its Subsidiaries and not because it was required or requested to do so by
any Buyer.  It is expressly understood and agreed that each provision
contained in this Agreement and in each other Transaction Document is between
the Company, each Subsidiary and a Buyer, solely, and not between the Company,
its Subsidiaries and the Buyers collectively and not between and among the
Buyers.


    
      
         


      

      
        38

        
          

        

      

      
         


      

    


    (q)           Certain
Adjustments.  If, and whenever on or after the date hereof
until the earlier to occur of (i) the five (5) year anniversary of the Closing
Date or (ii) the date on which none of the Notes are outstanding, a Subsequent
Placement occurs and involves any terms or conditions that are or become more
favorable to any Person than any of the terms or conditions contained in this
Agreement or any of the Securities, then (i) the Company shall provide notice
thereof to each Buyer immediately following the occurrence thereof and (ii) the
terms and conditions of this Agreement and the Securities (other than Section
1(d) of the Notes and Section 1(f) of the Warrants) shall be, without any
further action by any Buyer or the Company, automatically amended and modified
in an economically and legally equivalent manner such that each Buyer shall
receive the benefit of the more favorable terms and/or conditions (as the case
may be), provided that upon written notice to the Company at any time any Buyer
may elect not to accept the benefit of any such amended or modified term or
condition, in which event the term or condition contained in this Agreement or
the Securities (as the case may be) shall apply to such Buyer as it was in
effect immediately prior to such amendment or modification as if such amendment
or modification never occurred with respect to such Buyer.  The
provisions of this Section 9(q) shall apply similarly and equally to each
Subsequent Placement.

     

    [signature pages
follow]


    
      
         


      

      
        39

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, Buyer and
the Company have caused their respective signature page to this Agreement to be
duly executed as of the date first written above.

    


    
      
        
          
            
              
                
                  	
                          COMPANY:

                        
	 
      
	
                          MAGNUM
      D’OR RESOURCES, INC.

                        
	 
      	 
      	 
      
	
                          By:

                        	
                          /s/Joseph
      Glusic

                        
	  
    	
                          Name:    

                        	

                           Joseph
      Glusic 

                        	  
	 
      	
                          Title:

                        	

                          President

                        	  


                

              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, Buyer and
the Company have caused their respective signature page to this Agreement to be
duly executed as of the date first written above.

    


    
      
        	
                BUYERS:

              
	 
      
	
                CRANSHIRE
      CAPITAL, L.P.

              
	 
      
	
                By:  

              	
                Downsview
      Capital, Inc.

              
	
                Its:

              	
                General
      Partner

              
	 
      	 
      
	
                /s/Mitchell P. Kopin

              
	
                By:

              	
                Mitchell
      P. Kopin

              
	
                Its:

              	
                President

              


      

    

     

    
      
        	
                IROQUOIS
      MASTER FUND LTD.

              
	 
      	 
      
	
                By:

              	
                /s/Joshua Silverman

              
	 
      	
                Name:
      Joshua Silverman

              
	 
      	
                Title:
      Authorized Signatory

              


      

    

     

    
      
        	
                HUDSON
      BAY FUND LP

              
	 
      
	
                By:
      HUDSON BAY CAPITAL MANAGEMENT

              
	
                LP,
      its investment manager

              
	 
      	 
      
	
                By:

              	
                /s/

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	
                HUDSON
      BAY FUND OVERSEAS LP

              
	 
      
	
                By:
      HUDSON BAY CAPITAL MANAGEMENT

              
	
                LP,
      its investment manager

              
	 
      
	
                By:

              	
                /s/

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

    


     

    
      
        
          	
                  ROCKMORE
      INVESTMENT MASTER FUND

                  LTD

                
	 
      
	
                  By:
      ROCKMORE CAPITAL, LLC

                
	 
      	 
      
	
                  By:

                	
                  /s/ Brian Daly

                
	 
      	
                  Name:
      Brian Daly

                
	 
      	
                  Title:
      Director

                


        

      

    

    


     

    
      
        	
                NEXT
      VIEW CAPITAL LP

              
	 
      
	
                By:
      NEXT VIEW PARTNERS LLC

              
	 
      	 
      
	
                By:

              	
                /s/ Stewart Flink

              
	 
      	
                Name:
      Stewart Flink

              
	 
      	
                Title:
      Manager

              
	 
      	 
      
	
                KINGSBROOK
      OPPORTUNITIES MASTER

                FUND
      LP

              
	 
      
	
                By:
      KINGSBROOK OPPORTUNITIES GP

                LLC,
      ITS GENERAL PARTNER

              
	 
      	 
      
	
                By:

              	
                /s/ Adam J. Chill

              
	 
      	
                Name:
      Adam J. Chill

              
	 
      	
                Title:
      Managing Member

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                BRIO
      CAPITAL LP

              
	 
      
	
                By:
      BRIO CAPITAL MANAGEMENT LLC, its

                general
      partner

              
	 
      	 
      
	
                By:

              	
                /s/ Shaye Hirsch

              
	 
      	
                Name:
      shaye Hirsch

              
	 
      	
                Title:
      Managing Member

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
OF BUYERS

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  (1)

                                	 	
                                  (2)

                                	 	
                                  (3)

                                	 	 	
                                  (4)

                                	 	 	
                                  (5)

                                	 	 	
                                  (6)

                                	 	 	
                                  (7)

                                	 	
                                  (8)

                                
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
                                  
                                    Buyer

                                  

                                	 	
                                  
                                    Address
      and

                                    Facsimile
      Number

                                  

                                	 	
                                  
                                    Principal

                                    Amount

                                    of
      Note

                                  

                                	 	 	
                                  
                                    Number

                                    of

                                    Series
      A

                                    Warrants

                                  

                                	 	 	
                                  
                                    Number
      of

                                    Series
      B

                                    Warrants

                                  

                                	 	 	
                                  
                                    Number
      of

                                    Series
      C

                                    Warrants

                                  

                                	 	 	
                                  
                                    Purchase
      Price

                                  

                                	 	
                                  
                                    Legal
      Representative’s

                                    Address and Facsimile Number

                                  

                                
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 
      
	
                                  Cranshire
      Capital, L.P.

                                	 	
                                  3100
      Dundee Road, Suite 703

                                  Northbrook,
      Illinois 60062

                                  Attn:  Mitchell
      P. Kopin

                                  Facsimile:
      (847) 562-9031

                                	 	$	1,000,000	 	 	 	619,835	 	 	 	826,446	 	 	 	619,835	 	 	$	1,000,000	 	
                                  Greenberg
      Traurig, LLP

                                  77
      W. Wacker Drive, Suite 3100

                                  Chicago,
      Illinois 60601

                                  Attention:  Peter
      H. Lieberman

                                                   
      Todd A. Mazur

                                  Facsimile:
      (312) 456-8435

                                
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
                                  Iroquois
      Master Fund Ltd.

                                	 	
                                  641
      Lexington Avenue, 26th
      Fl.

                                  NY,
      NY 10022

                                  Attn:
      Josh Silverman

                                  Facsimile:
      (212) 207-8277

                                	 	$	750,000	 	 	 	464,876	 	 	 	619,835	 	 	 	464,876	 	 	$	750,000	 	
                                  Iroquois
      Master Fund Ltd.

                                  641
      Lexington Avenue, 26th Floor

                                  New
      York, New York  10022

                                  Facsimile:  (212)
      207-3452

                                  Attn:
      Mitch Kulick

                                
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
                                  Rockmore
      Investment Master Fund Ltd.

                                	 	
                                  c/o
      Rockmore Capital, LLC

                                  150
      East 58th
      Street

                                  NY,
      NY 10155

                                  Attn:
      Michael Clateman

                                  Facsimile:
      (212) 258-2315

                                	 	$	250,000	 	 	 	154,959	 	 	 	206,612	 	 	 	154,959	 	 	$	250,000	 	
                                  c/o
      Rockmore Capital, LLC

                                  150
      East 58th
      Street

                                  NY,
      NY 10155

                                  Attn:
      Michael Clateman

                                  Facsimile:
      (212) 258-2315

                                
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
                                  Next
      View Capital L.P.

                                	 	
                                  95
      Revere Drive, Suite A

                                  Northbrook,
      Illinois 60062

                                  Attn:
      Stewart Flink

                                  Facsimile:
      (847) 559-5807

                                	 	$	250,000	 	 	 	154,959	 	 	 	206,612	 	 	 	154,959	 	 	$	250,000	 	
                                  Elected
      not to provide

                                
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
                                  Hudson
      Bay Fund LP

                                	 	
                                  c/o
      Hudson Bay Capital Management LP

                                  120
      Broadway, 40th
      Fl.

                                  NY,
      NY 10271

                                  Attn:
      Yoav Roth

                                  Facsimile:
      (646) 478-9513

                                	 	$	205,000	 	 	 	127,067	 	 	 	169,421	 	 	 	127,067	 	 	$	205,000	 	
                                  Elected
      not to provide

                                
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
                                  Hudson
      Bay Overseas Fund, Ltd.

                                	 	
                                  c/o
      Hudson Bay Capital Management LP

                                  120
      Broadway, 40th
      Fl.

                                  NY,
      NY 10271

                                  Attn:
      Yoav Roth

                                  Facsimile:
      (646) 478-9513

                                	 	$	295,000	 	 	 	182,852	 	 	 	243,802	 	 	 	182,852	 	 	$	295,000	 	
                                  Elected
      not to provide

                                
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
                                  Alpha
      Capital Anstalt

                                	 	
                                  c/o
      LH Financial Services Corp

                                  150
      Central Park South, 2nd
      Fl.

                                  NY,
      NY 10019

                                  Attn:
      Joe Hammer

                                  Facsimile:
      (212) 586-8244

                                	 	$	350,000	 	 	 	216,942	 	 	 	289,256	 	 	 	216,942	 	 	$	350,000	 	
                                  Elected
      not to provide

                                
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
                                  Kingsbrook
      Opportunities Master Fund LP

                                	 	
                                  c/o
      Kingsbrook Opportunities GP LLC

                                  590
      Madison Avenue, 27th
      Fl.

                                  NY,
      NY 10022

                                  Attn:
      Adam Chill

                                  Facsimile:
      (212) 600-8290

                                	 	$	200,000	 	 	 	123,967	 	 	 	165,289	 	 	 	123,967	 	 	$	200,000	 	
                                  Elected
      not to provide

                                
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
                                  Brio
      Capital, LP

                                	 	
                                  401
      E. 34th
      Street, Suite South 33c

                                  NY,
      NY 10016

                                  Attn:
      Shaye Hirsch

                                  Facsimile:
      (646) 390-2158

                                	 	$	200,000	 	 	 	123,967	 	 	 	165,289	 	 	 	123,967	 	 	$	200,000	 	
                                  Elected
      not to
provide

                                


                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    The
Company’s Schedules

    


    To
that certain Securities Purchase Agreement (the “Agreement”)

    Dated
December 21, 2009

    By
and among

    Magnum
d’Or Resources, Inc., as the “Company”

    And

    Each
of the “Buyers”, who are signatories to the Securities Purchase
Agreement

    


    Capitalized
terms used in these Schedules and not otherwise defined shall have the same
definition ascribed to such terms in the Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
3(q)

    


    Transactions
with Affiliates

    


    None.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
3(r)

    


    Equity
Capitalization

     

    The
following disclosure is an exception to the representation and warranty set
forth in Section 3(r)(iii).

     

    There are
no outstanding debt securities, notes, credit agreements, credit facilities or
other agreements, documents or instruments evidencing Indebtedness of the
Company or any of its Subsidiaries or by which the Company or any of its
Subsidiaries is or may become bound except as set forth in the following
documents:

     

    ·           Promissory
Note dated June 9, 2009 by Magnum D’Or Resources, Inc. payable to the order of
Cache Bank and Trust in the original principal amount of $1,000,000

     

    ·           Deed
of Trust dated August 25, 2008 by Magnum D’Or Resources, Inc. in favor of the
Public Trustee of Weld County, Colorado, for the benefit of Cache Bank and
Trust, recorded in the real estate records of Weld County, Colorado on September
2, 2009 at Reception No. 3646372

     

    ·           Assignment
of Lease, Rent and Other Income dated August 25, 2008 by Magnum D’Or Resources,
Inc. to Cache Bank and Trust and recorded in the real estate records of Weld
County, Colorado on September 2, 2009 at Reception No. 3646373

     

    ·           Security
Agreement dated August 25, 2009 between Magnum D’Or Resources, Inc. and Cache
Bank and Trust

     

    ·           UCC-1
Financing Statement naming Magnum D’Or Resources, Inc., as debtor, and Cache
Bank and Trust, as secured party, filed on August 21, 2009 with the Secretary of
State of the State of Nevada, filing No.  2009020579-9

     

    ·           UCC-1
Financing Statement naming Magnum D’Or Resources, Inc., as debtor, and Cache
Bank and Trust, as secured party, filed on August 21, 2009 with the Secretary of
State of the State of Colorado, Filing No. 2009F071135

     

    ·           Promissory
Note dated June 10, 2009 by Magnum D’Or Resources, Inc. payable to the order of
FGH Financial, LLC in the original principal amount of $1,412,603

     

    ·           Deed
of Trust dated August 25, 2008 by Magnum D’Or Resources, Inc. in favor of the
Public Trustee of Weld County, Colorado, for the benefit of FGH Financial, LLC,
recorded in the real estate records of Weld County, Colorado on September 2,
2009 at Reception No. 3646374

     

    ·           Promissory
Note dated June 18, 2009 by Magnum D’Or Resources, Inc. payable to the order of
Mile High Banks in the original principal amount of $995,500


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ·           Deed
of Trust dated August 25, 2008 by Magnum D’Or Resources, Inc. in favor of the
Public Trustee of Weld County, Colorado, for the benefit of Mile High Banks,
recorded in the real estate records of Weld County, Colorado on September 2,
2009 at Reception No. 3646375

     

    ·           Assignment
of Lease, Rent and Other Income dated August 25, 2008 by Magnum D’Or Resources,
Inc. to Mile High Banks and recorded in the real estate records of Weld County,
Colorado on September 2, 2009 at Reception No. 3646376

     

    ·           Security
Agreement dated August 25, 2009 between Magnum D’Or Resources, Inc. and Mile
High Banks

     

    ·           UCC-1
Financing Statement naming Magnum D’Or Resources, Inc., as debtor, and Mile High
Banks, as secured party, filed on August 24, 2009 with the Secretary of State of
the State of Nevada, filing No. 2009020741-4

     

    ·           UCC-1
Financing Statement naming Magnum D’Or Resources, Inc., as debtor, and Mile High
Banks, as secured party, recorded on September 2, 2009 in the real estate
records of Weld County, Colorado at Reception No. 3646377

     

    ·           Promissory
Note dated August 25, 2009 by Magnum D’Or Resources, Inc. payable to the order
of Charles Kohlhaas and Jean Widman, as joint tenants, in the original principal
amount of $550,000

     

    ·           Deed
of Trust dated August 25, 2008 by Magnum D’Or Resources, Inc. in favor of the
Public Trustee of Weld County, Colorado, for the benefit of Charles Kohlhaas and
Jean Widman, as joint tenants, recorded in the real estate records of Weld
County, Colorado on September 2, 2009 at Reception No. 3646378

     

      
        

      

    

    The
following disclosure is an exception to the representation and warranty set
forth in Section 3(r)(iv).

     

    There are
no financing statements securing obligations in any amounts filed in connection
with the Company or any of its Subsidiaries except for the following financing
statements:

     

    ·           UCC-1
Financing Statement naming Magnum D’Or Resources, Inc., as debtor, and Cache
Bank and Trust, as secured party, filed on August 21, 2009 with the Secretary of
State of the State of Nevada, filing No.  2009020579-9

     

    ·           UCC-1
Financing Statement naming Magnum D’Or Resources, Inc., as debtor, and Cache
Bank and Trust, as secured party, filed on August 21, 2009 with the Secretary of
State of the State of Colorado, Filing No. 2009F071135

     

    ·           UCC-1
Financing Statement naming Magnum D’Or Resources, Inc., as debtor, and Mile High
Banks, as secured party, filed on August 24, 2009 with the Secretary of State of
the State of Nevada, filing No. 2009020741-4


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ·           UCC-1
Financing Statement naming Magnum D’Or Resources, Inc., as debtor, and Mile High
Banks, as secured party, recorded on September 2, 2009 in the real estate
records of Weld County, Colorado at Reception No. 3646377

     

    ·           Deed
of Trust dated August 25, 2008 by Magnum D’Or Resources, Inc. in favor of the
Public Trustee of Weld County, Colorado, for the benefit of Cache Bank and
Trust, recorded in the real estate records of Weld County, Colorado on September
2, 2009 at Reception No. 3646372

     

    ·           Deed
of Trust dated August 25, 2008 by Magnum D’Or Resources, Inc. in favor of the
Public Trustee of Weld County, Colorado, for the benefit of FGH Financial, LLC,
recorded in the real estate records of Weld County, Colorado on September 2,
2009 at Reception No. 3646374

     

    ·           Deed
of Trust dated August 25, 2008 by Magnum D’Or Resources, Inc. in favor of the
Public Trustee of Weld County, Colorado, for the benefit of Mile High Banks,
recorded in the real estate records of Weld County, Colorado on September 2,
2009 at Reception No. 3646375

     

    ·           Deed
of Trust dated August 25, 2008 by Magnum D’Or Resources, Inc. in favor of the
Public Trustee of Weld County, Colorado, for the benefit of Charles Kohlhaas and
Jean Widman, as joint tenants, recorded in the real estate records of Weld
County, Colorado on September 2, 2009 at Reception No. 3646378


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
3(s)

    


    Indebtedness
and Other Contacts

    


    The
following disclosure is an exception to the representation and warranty set
forth in Section 3(s)(i).

    


    Neither
the Company nor any of its Subsidiaries has any outstanding Indebtedness except
as evidenced by the following documents:

    


    ·           Promissory
Note dated June 9, 2009 by Magnum D’Or Resources, Inc. payable to the order of
Cache Bank and Trust in the original principal amount of $1,000,000

     

    ·           Deed
of Trust dated August 25, 2008 by Magnum D’Or Resources, Inc. in favor of the
Public Trustee of Weld County, Colorado, for the benefit of Cache Bank and
Trust, recorded in the real estate records of Weld County, Colorado on September
2, 2009 at Reception No. 3646372

     

    ·           Assignment
of Lease, Rent and Other Income dated August 25, 2008 by Magnum D’Or Resources,
Inc. to Cache Bank and Trust and recorded in the real estate records of Weld
County, Colorado on September 2, 2009 at Reception No. 3646373

     

    ·           Security
Agreement dated August 25, 2009 between Magnum D’Or Resources, Inc. and Cache
Bank and Trust

     

    ·           UCC-1
Financing Statement naming Magnum D’Or Resources, Inc., as debtor, and Cache
Bank and Trust, as secured party, filed on August 21, 2009 with the Secretary of
State of the State of Nevada, filing No.  2009020579-9

     

    ·           UCC-1
Financing Statement naming Magnum D’Or Resources, Inc., as debtor, and Cache
Bank and Trust, as secured party, filed on August 21, 2009 with the Secretary of
State of the State of Colorado, Filing No. 2009F071135

     

    ·           Promissory
Note dated June 10, 2009 by Magnum D’Or Resources, Inc. payable to the order of
FGH Financial, LLC in the original principal amount of $1,412,603

     

    ·           Deed
of Trust dated August 25, 2008 by Magnum D’Or Resources, Inc. in favor of the
Public Trustee of Weld County, Colorado, for the benefit of FGH Financial, LLC,
recorded in the real estate records of Weld County, Colorado on September 2,
2009 at Reception No. 3646374

     

    ·           Promissory
Note dated June 18, 2009 by Magnum D’Or Resources, Inc. payable to the order of
Mile High Banks in the original principal amount of $995,500

     

    ·           Deed
of Trust dated August 25, 2008 by Magnum D’Or Resources, Inc. in favor of the
Public Trustee of Weld County, Colorado, for the benefit of Mile High Banks,
recorded in the real estate records of Weld County, Colorado on September 2,
2009 at Reception No. 3646375

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ·           Assignment
of Lease, Rent and Other Income dated August 25, 2008 by Magnum D’Or Resources,
Inc. to Mile High Banks and recorded in the real estate records of Weld County,
Colorado on September 2, 2009 at Reception No. 3646376

     

    ·           Security
Agreement dated August 25, 2009 between Magnum D’Or Resources, Inc. and Mile
High Banks

     

    ·           UCC-1
Financing Statement naming Magnum D’Or Resources, Inc., as debtor, and Mile High
Banks, as secured party, filed on August 24, 2009 with the Secretary of State of
the State of Nevada, filing No. 2009020741-4

     

    ·           UCC-1
Financing Statement naming Magnum D’Or Resources, Inc., as debtor, and Mile High
Banks, as secured party, recorded on September 2, 2009 in the real estate
records of Weld County, Colorado at Reception No. 3646377

     

    ·           Promissory
Note dated August 25, 2009 by Magnum D’Or Resources, Inc. payable to the order
of Charles Kohlhaas and Jean Widman, as joint tenants, in the original principal
amount of $550,000

     

    ·           Deed
of Trust dated August 25, 2008 by Magnum D’Or Resources, Inc. in favor of the
Public Trustee of Weld County, Colorado, for the benefit of Charles Kohlhaas and
Jean Widman, as joint tenants, recorded in the real estate records of Weld
County, Colorado on September 2, 2009 at Reception No. 3646378

     

      
        

      

    

    
       

      The
following disclosure is an exception to the representation and warranty set
forth in Section 3(s)(ii).

    

    


    Neither
the Company nor any of its Subsidiaries is a party to any contract, agreement or
instrument, the violation of which, or default under which, by the other
party(ies) to such contract, agreement or instrument could reasonably be
expected to result in a Material Adverse Effect except for the following
documents:

    


    ·           Promissory
Note dated June 9, 2009 by Magnum D’Or Resources, Inc. payable to the order of
Cache Bank and Trust in the original principal amount of $1,000,000

     

    ·           Deed
of Trust dated August 25, 2008 by Magnum D’Or Resources, Inc. in favor of the
Public Trustee of Weld County, Colorado, for the benefit of Cache Bank and
Trust, recorded in the real estate records of Weld County, Colorado on September
2, 2009 at Reception No. 3646372

     

    ·           Assignment
of Lease, Rent and Other Income dated August 25, 2008 by Magnum D’Or Resources,
Inc. to Cache Bank and Trust and recorded in the real estate records of Weld
County, Colorado on September 2, 2009 at Reception No. 3646373

     

    ·           Security
Agreement dated August 25, 2009 between Magnum D’Or Resources, Inc. and Cache
Bank and Trust

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ·           Promissory
Note dated June 10, 2009 by Magnum D’Or Resources, Inc. payable to the order of
FGH Financial, LLC in the original principal amount of $1,412,603

     

    ·           Deed
of Trust dated August 25, 2008 by Magnum D’Or Resources, Inc. in favor of the
Public Trustee of Weld County, Colorado, for the benefit of FGH Financial, LLC,
recorded in the real estate records of Weld County, Colorado on September 2,
2009 at Reception No. 3646374

     

    ·           Promissory
Note dated June 18, 2009 by Magnum D’Or Resources, Inc. payable to the order of
Mile High Banks in the original principal amount of $995,500

     

    ·           Deed
of Trust dated August 25, 2008 by Magnum D’Or Resources, Inc. in favor of the
Public Trustee of Weld County, Colorado, for the benefit of Mile High Banks,
recorded in the real estate records of Weld County, Colorado on September 2,
2009 at Reception No. 3646375

     

    ·           Assignment
of Lease, Rent and Other Income dated August 25, 2008 by Magnum D’Or Resources,
Inc. to Mile High Banks and recorded in the real estate records of Weld County,
Colorado on September 2, 2009 at Reception No. 3646376

     

    ·           Security
Agreement dated August 25, 2009 between Magnum D’Or Resources, Inc. and Mile
High Banks

     

    ·           Promissory
Note dated August 25, 2009 by Magnum D’Or Resources, Inc. payable to the order
of Charles Kohlhaas and Jean Widman, as joint tenants, in the original principal
amount of $550,000

     

    ·           Deed
of Trust dated August 25, 2008 by Magnum D’Or Resources, Inc. in favor of the
Public Trustee of Weld County, Colorado, for the benefit of Charles Kohlhaas and
Jean Widman, as joint tenants, recorded in the real estate records of Weld
County, Colorado on September 2, 2009 at Reception No. 3646378

     

      
        

      

       

    

    The
following disclosure is an exception to the representation and warranty set
forth in Section 3(s)(iv).

    


    Neither
the Company nor any of its Subsidiaries is a party to any contract, agreement or
instrument relating to any Indebtedness, the performance of which, in the
judgment of the Company’s officers, has or is expected to have a Material
Adverse Effect except for the following documents:

    


    ·           Promissory
Note dated June 9, 2009 by Magnum D’Or Resources, Inc. payable to the order of
Cache Bank and Trust in the original principal amount of $1,000,000

     

    ·           Deed
of Trust dated August 25, 2008 by Magnum D’Or Resources, Inc. in favor of the
Public Trustee of Weld County, Colorado, for the benefit of Cache Bank and
Trust, recorded in the real estate records of Weld County, Colorado on September
2, 2009 at Reception No. 3646372


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ·           Assignment
of Lease, Rent and Other Income dated August 25, 2008 by Magnum D’Or Resources,
Inc. to Cache Bank and Trust and recorded in the real estate records of Weld
County, Colorado on September 2, 2009 at Reception No. 3646373

     

    ·           Security
Agreement dated August 25, 2009 between Magnum D’Or Resources, Inc. and Cache
Bank and Trust

     

    ·           Promissory
Note dated June 10, 2009 by Magnum D’Or Resources, Inc. payable to the order of
FGH Financial, LLC in the original principal amount of $1,412,603

     

    ·           Deed
of Trust dated August 25, 2008 by Magnum D’Or Resources, Inc. in favor of the
Public Trustee of Weld County, Colorado, for the benefit of FGH Financial, LLC,
recorded in the real estate records of Weld County, Colorado on September 2,
2009 at Reception No. 3646374

     

    ·           Promissory
Note dated June 18, 2009 by Magnum D’Or Resources, Inc. payable to the order of
Mile High Banks in the original principal amount of $995,500

     

    ·           Deed
of Trust dated August 25, 2008 by Magnum D’Or Resources, Inc. in favor of the
Public Trustee of Weld County, Colorado, for the benefit of Mile High Banks,
recorded in the real estate records of Weld County, Colorado on September 2,
2009 at Reception No. 3646375

     

    ·           Assignment
of Lease, Rent and Other Income dated August 25, 2008 by Magnum D’Or Resources,
Inc. to Mile High Banks and recorded in the real estate records of Weld County,
Colorado on September 2, 2009 at Reception No. 3646376

     

    ·           Security
Agreement dated August 25, 2009 between Magnum D’Or Resources, Inc. and Mile
High Banks

     

    ·           Promissory
Note dated August 25, 2009 by Magnum D’Or Resources, Inc. payable to the order
of Charles Kohlhaas and Jean Widman, as joint tenants, in the original principal
amount of $550,000

     

    ·           Deed
of Trust dated August 25, 2008 by Magnum D’Or Resources, Inc. in favor of the
Public Trustee of Weld County, Colorado, for the benefit of Charles Kohlhaas and
Jean Widman, as joint tenants, recorded in the real estate records of Weld
County, Colorado on September 2, 2009 at Reception No. 3646378

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
3(t)

    


    Litigation

    


    None.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
3(mm)

    


    Ranking
of Notes

    


    The
Indebtedness evidenced by the following agreements:

    


    ·           Promissory
Note dated June 9, 2009 by Magnum D’Or Resources, Inc. payable to the order of
Cache Bank and Trust in the original principal amount of $1,000,000

     

    ·           Deed
of Trust dated August 25, 2008 by Magnum D’Or Resources, Inc. in favor of the
Public Trustee of Weld County, Colorado, for the benefit of Cache Bank and
Trust, recorded in the real estate records of Weld County, Colorado on September
2, 2009 at Reception No. 3646372

     

    ·           Assignment
of Lease, Rent and Other Income dated August 25, 2008 by Magnum D’Or Resources,
Inc. to Cache Bank and Trust and recorded in the real estate records of Weld
County, Colorado on September 2, 2009 at Reception No. 3646373

     

    ·           Security
Agreement dated August 25, 2009 between Magnum D’Or Resources, Inc. and Cache
Bank and Trust

     

    ·           UCC-1
Financing Statement naming Magnum D’Or Resources, Inc., as debtor, and Cache
Bank and Trust, as secured party, filed on August 21, 2009 with the Secretary of
State of the State of Nevada, filing No.  2009020579-9

     

    ·           UCC-1
Financing Statement naming Magnum D’Or Resources, Inc., as debtor, and Cache
Bank and Trust, as secured party, filed on August 21, 2009 with the Secretary of
State of the State of Colorado, Filing No. 2009F071135

     

    ·           Promissory
Note dated June 10, 2009 by Magnum D’Or Resources, Inc. payable to the order of
FGH Financial, LLC in the original principal amount of $1,412,603

     

    ·           Deed
of Trust dated August 25, 2008 by Magnum D’Or Resources, Inc. in favor of the
Public Trustee of Weld County, Colorado, for the benefit of FGH Financial, LLC,
recorded in the real estate records of Weld County, Colorado on September 2,
2009 at Reception No. 3646374

     

    ·           Promissory
Note dated June 18, 2009 by Magnum D’Or Resources, Inc. payable to the order of
Mile High Banks in the original principal amount of $995,500

     

    ·           Deed
of Trust dated August 25, 2008 by Magnum D’Or Resources, Inc. in favor of the
Public Trustee of Weld County, Colorado, for the benefit of Mile High Banks,
recorded in the real estate records of Weld County, Colorado on September 2,
2009 at Reception No. 3646375

     

    ·           Assignment
of Lease, Rent and Other Income dated August 25, 2008 by Magnum D’Or Resources,
Inc. to Mile High Banks and recorded in the real estate records of Weld County,
Colorado on September 2, 2009 at Reception No. 3646376

     

    ·           Security
Agreement dated August 25, 2009 between Magnum D’Or Resources, Inc. and Mile
High Banks


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ·           UCC-1
Financing Statement naming Magnum D’Or Resources, Inc., as debtor, and Mile High
Banks, as secured party, filed on August 24, 2009 with the Secretary of State of
the State of Nevada, filing No. 2009020741-4

     

    ·           UCC-1
Financing Statement naming Magnum D’Or Resources, Inc., as debtor, and Mile High
Banks, as secured party, recorded on September 2, 2009 in the real estate
records of Weld County, Colorado at Reception No. 3646377

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
4(k)

    


    Consultants:

    


    Steve
Caboor

    Kyle
Pottorff

    USA
Master Web Advisors

    Larry
Hogan

    Green
Spirit Managerial Consultants

    Ayman
Haddad