AMENDMENT
        NO. 1 TO SECURITIES PURCHASE AGREEMENT

       

      This
        Amendment No. 1 to Securities Purchase Agreement, dated as of December 14,
        2005,
        shall serve to amend the Securities Purchase Agreement, dated as of November
        18,
        2005 (as amended, the “Agreement”), by and among The Furia Organization, Inc., a
        Delaware corporation, having its headquarters located at 2233 Ridge Road,
        Suite
        102, Rockwell, Texas 75087, and each of the Buyers set forth in the
        Agreement.

       

      1. The
        undersigned hereby agree to amend and restate Section 4(l) of the Agreement
        in
        its entirety as follows:

       

      “l. Subsequent
        Investment.
        The
        Company and the Buyers agree that, upon the filing by the Company of the
        Registration Statement to be filed pursuant to the Registration Rights Agreement
        (the “Filing
        Date”),
        the
        Buyers shall purchase additional Notes (the “Filing
        Notes”)
        in the
        aggregate principal amount of Seven Hundred Fifty Thousand Dollars ($750,000)
        and additional warrants (the “Filing
        Warrants”)
        to
        purchase an aggregate of 1,500,000 shares of Common Stock, for an aggregate
        purchase price of Seven Hundred Fifty Thousand Dollars ($750,000), with the
        closing of such purchase to occur within five (5) days of the Filing Date;
        provided,
        however,
        that
        the obligation of each Buyer to purchase the Filing Notes and the Filing
        Warrants is subject to the satisfaction, at or before the closing of such
        purchase and sale, of the conditions set forth in Section 7. The Company
        and the Buyers further agree that, upon the declaration of effectiveness
        of the
        Registration Statement to be filed pursuant to the Registration Rights Agreement
        (the “Effective
        Date”),
        the
        Buyers shall purchase additional notes (the “Effectiveness
        Notes”
        and,
        collectively with the Filing Notes, the “Additional
        Notes”)
        in the
        aggregate principal amount of Seven Hundred Fifty Thousand Dollars ($750,000)
        and additional warrants (the “Effectiveness
        Warrants”
        and,
        collectively with the Filing Warrants, the “Additional
        Warrants”)
        to
        purchase an aggregate of 1,500,000 shares of Common Stock, for an aggregate
        purchase price of Seven Hundred Fifty Thousand Dollars ($750,000), with the
        closing of such purchase to occur within five (5) days of the Effective Date;
        provided,
        however,
        that
        the obligation of each Buyer to purchase the Additional Notes and the Additional
        Warrants is subject to the satisfaction, at or before the closing of such
        purchase and sale, of the conditions set forth in Section 7; and, provided,
        further,
        that
        there shall not have been a Material Adverse Effect as of such effective
        date.
        The terms of the Additional Notes and the Additional Warrants shall be identical
        to the terms of the Notes and Warrants, as the case may be, to be issued
        on the
        Closing Date. The Common Stock underlying the Additional Notes and the
        Additional Warrants shall be Registrable Securities (as defined in the
        Registration Rights Agreement) and shall be included in the Registration
        Statement to be filed pursuant to the Registration Rights
        Agreement.”

       

      2. All
        other
        provisions of the Agreement shall remain in full force and effect.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      ACCEPTED
        AND AGREED:

      


      THE
        FURIA ORGANIZATION, INC.

      


      


      By:
        /s/
        Michael D. Alexander   

      Michael
        D. Alexander

      Chief
        Executive Officer

      


      


      AJW
        PARTNERS, LLC

      By:
        SMS
        Group, LLC 

      


      


      By:
        /s/
        Corey S. Ribotsky    

      Corey
        S.
        Ribotsky

      Manager

      


      


      AJW
        OFFSHORE, LTD.

      By:
        First
        Street Manager II, LLC

      


      


      By:
        /s/
        Corey S. Ribotsky    

      Corey
        S.
        Ribotsky

      Manager

      


      


      AJW
        QUALIFIED PARTNERS, LLC

      By:
        AJW
        Manager, LLC

      


      


      By:
        /s/
        Corey S. Ribotsky    

      Corey
        S.
        Ribotsky

      Manager

      


      


      NEW
        MILLENNIUM CAPITAL PARTNERS II, LLC

      By:
        First
        Street Manager II, LLC

      


      


      By:
        /s/
        Corey S. Ribotsky    

      Corey
        S.
        Ribotsky

      Manager