EXCHANGE
        AGREEMENT

       

      This
        Exchange Agreement (the “Agreement”),
        dated
        as of the 12th day of October, 2005, is made and entered into by and
        among
        a21, Inc., a Texas corporation (“a21”),
        Clonure Limited an Isle of Mann corporation, Louis Anthony Lockley Ingram
        and
        David Jeffrey, (collectively the “Shareholders”).

       

      WHEREAS,
        the
        Shareholders are the holders of Fourteen Thousand Four Hundred Eighty (14,480)
        shares of Preferred Stock par value $0.001 per share of a21 which shares
        of
        Preferred Stock were issued to the Shareholders on October 12, 2005 (the
        “Original
        Issue Date”)
        pursuant to the terms of that certain Share Purchase Agreement by and among
        the
        Shareholders and the other parties thereto dated as of October 12, 2005 (the
        “Purchase
        Agreement”);
        and

       

      WHEREAS,
        the
        Preferred Stock has a face value of $100 per share; and

       

      WHEREAS,
        a21 is
        authorized to issue one hundred million (100,000,000) shares of Common Stock
        par
        value $0.001 per share (“a21
        Common Stock”);
        and

       

      WHEREAS,
        pursuant to the terms of the Purchase Agreement, the Shareholders are entitled
        to exchange their shares of Preferred Stock for shares of a21 Common
        Stock.

       

      NOW,
        THEREFORE,
        in
        consideration of the covenants and agreements set forth herein and in the
        Purchase Agreement, and for other good and valuable consideration, and
        sufficiency of which are hereby acknowledged and intending to be legally
        bound
        hereby the parties agree as follows:

       

      1.  Exchange
        Rights at Option of the Holder.
        At any
        time, each share of Preferred Stock shall be exchangeable, at the option
        of the
        holder thereof, and without the payment of additional consideration by the
        holder thereof, for such number of shares of fully paid, non-assessable shares
        of a21 Common Stock at a rate equal to the face value of a share of Preferred
        Stock divided by the Average Price, as hereinafter defined, of a21 Common
        Stock,
        but no less than fifty cents ($0.50) per share of a21 Common Stock (“Minimum
        Exchange Price”). The rate at which shares of Preferred Stock may be exchanged
        for shares of a21 Common Stock, shall be subject to adjustment as provided
        below. “Average
        Price”shall
        mean the average of the Closing Price of the Common Stock for the 20 Trading
        Day
        period ending one Trading Day prior to the date notice of the exchange is
        sent
        by a Shareholder to a21; "Closing
        Price"
        shall
        mean the closing price of the a21 Common Stock on the principal national
        securities exchange (which for purposes of this definition shall include
        the
        Nasdaq Stock Market, Inc. and the OTC Bulletin Board) on which the shares
        of a21
        Common Stock are then traded, or if the shares of a21 Common Stock are not
        traded on a principal national securities exchange, the mean of the bid and
        asked prices of a share of a21 Common Stock in the over-the-counter market;
        and
        "Trading
        Day"
        shall
        mean any day on which the shares of Common Stock are traded on their principal
        trading market. Therefore, if the Minimum Exchange Price was $.50 per share,
        each share of Series A Preferred Stock shall, as of the date hereof, be
        exchangeable into 200 shares of a21 Common Stock.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      2.  Exchange/Redemption
        Rights at Option of a21.

       

      (a)  At
        any
        time, the then outstanding shares of Preferred Stock shall be exchangeable,
        at
        the option of a21, and without the payment of additional consideration by
        the
        holder thereof, for such number of fully paid non-assessable shares of a21
        Common Stock at a rate equal to ninety percent (90%) of the Average Price
        at the
        time of notice by a21 to the Shareholders but at a rate no greater than one
        dollar ($1.00) per share of a21 Common Stock (“Maximum Exchange
        Price”).

       

      (b)  In
        addition, at any time prior to exchange of the Preferred Shares into a21
        Common
        Stock, the then outstanding shares of Preferred Stock shall be redeemable,
        at
        the option of a21, in exchange for an amount in cash equal to US $1,448,000
        plus
        five percent (5%) per annum, compounded annually, computed from the Original
        Issue Date through and including the date the shares are redeemed.

       

      3.  Fractional
        Shares.
        No
        fractional shares of a21 Common Stock shall be issued upon exchange of the
        shares of Preferred Stock. In lieu of any fractional shares to which the
        holder
        would otherwise be entitled, a21 shall pay cash equal to such fraction
        multiplied by the then effective Closing Price of a share of a21 Common Stock.
        

       

      4.  Mechanics
        of an Exchange/Redemption.
        

       

      (a)  In
        case
        of an exchange pursuant to Section 1, in order for a holder of shares of
        Preferred Stock to exchange shares of Preferred Stock for shares of a21 Common
        Stock, such holder shall surrender the certificate or certificates for such
        shares of Preferred Stock at the principal office of a21, together with written
        notice (the “Exchange
        Notice”)
        to a21
        that such holder elects to exchange all or any number of the shares of Preferred
        Stock represented by such certificate or certificates. The Exchange Notice
        shall
        state such holder's name or the names of the nominees in which such holder
        wishes the certificate or certificates for shares of a21 Common Stock to
        be
        issued. If required by a21, certificates surrendered for exchange shall be
        endorsed or accompanied by a written instrument or instruments of transfer,
        in
        form reasonably satisfactory to a21, duly executed by the registered holder
        or
        such holder’s attorney duly authorized in writing. The date of receipt of such
        certificates and the Exchange Notice by a21 shall be the exchange date (the
        "Exchange
        Date").
        a21
        shall, as soon as practicable after the Exchange Date, deliver at such office
        to
        such holder of Preferred Stock, or to such holder’s nominees, a certificate or
        certificates for the number of shares of a21 Common Stock to which such holder
        shall be entitled, together with cash in lieu of any fraction of a share.
        On and
        after the Exchange Date, such holder or such holder’s nominees shall be deemed
        to be the record owner of such shares of a21 Common Stock and have all the
        rights appertaining thereto. 

       

      (b)  In
        case
        of an exchange pursuant to Section 2(a), in order for a21 to cause the holders
        of shares of Preferred Stock to exchange their shares of Preferred Stock
        for
        shares of a21 Common Stock, a21 shall deliver to each holder of shares of
        Preferred Stock a written notice (the “Company
        Notice”)
        that
        a21 has elected to require such holder to exchange outstanding shares of
        Preferred Stock into shares of a21 Common Stock, together with its calculation
        of the number of shares of a21 Common Stock that such holder is entitled
        to
        receive upon surrender of such holder’s shares of Preferred Stock. In order to
        receive certificates representing shares of a21 Common Stock, such holder
        shall
        surrender the certificate or certificates for such shares of Preferred Stock
        at
        the principal office of a21, together with the name, if any, of any person
        other
        than the holder in which such holder wishes the certificate or certificates
        for
        shares of a21 Common Stock to be issued. If required by a21, certificates
        surrendered for exchange shall be endorsed or accompanied by a written
        instrument or instruments of transfer, in form reasonably satisfactory to
        a21,
        duly executed by the registered holder or such holder’s attorney duly authorized
        in writing. For purposes of Section 2, the Exchange Date shall be the date
        of
        receipt by the holders of the shares of Preferred Stock of the Company Notice.
        a21 shall, as soon as practicable after the Exchange Date, deliver at such
        office to such holder of Preferred Stock, or to such holder’s nominees, a
        certificate or certificates for the number of shares of a21 Common Stock
        to
        which such holder shall be entitled, together with cash in lieu of any fraction
        of a share. On and after the Exchange Date, such holder or such holder’s
        nominees shall be deemed to be the record owner of such shares of a21 Common
        Stock and have all the rights appertaining thereto. 

       

      
        
          
          

        

        
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      (c)  In
        case
        of a redemption pursuant to Section 2(b), in order for a21 to cause the holders
        of shares of Preferred Stock to surrender their shares of Preferred Stock
        for
        cash, a21 shall deliver to each holder of shares of Preferred Stock a written
        notice (the “Redemption
        Notice”)
        that
        a21 has elected to require such holder to surrender outstanding shares of
        Preferred Stock into cash, together with its calculation of the amount of
        cash
        (the “Price”)
        that
        such holder is entitled to receive upon surrender of such holder’s shares of
        Preferred Stock. In order to receive the Price, such holder shall surrender
        the
        certificate or certificates for such shares of Preferred stock at the principal
        office of a21. If required by a21, certificates surrendered shall be endorsed
        or
        accompanied by a written instrument or instruments of transfer, in form
        reasonably satisfactory to a21, duly executed by the registered holder or
        such
        holder’s attorney duly authorized in writing. a21 shall, as soon as practicable
        after receipt of the certificates for Preferred Stock, deliver to such holder
        of
        Preferred Stock a certified or bank check for the Price for such
        shares.

       

      (d)  All
        shares of Preferred Stock which shall have been surrendered or deemed to
        have
        been surrendered for exchange or redemption as herein provided shall be
        cancelled by a21 and shall no longer be deemed to be outstanding. All rights
        with respect to such cancelled shares, including the right, if any, to receive
        notices and to vote, shall immediately cease and terminate on the Exchange
        Date,
        except only the right of the holders thereof to receive certificates
        representing shares of a21 Common Stock and cash in lieu of fractional shares
        in
        exchange therefor or the Price in cash as the case may be.

       

      5.  Reservation
        of Shares.
        a21
        shall at all times when shares of Preferred Stock shall be outstanding, reserve
        for the purpose of effecting the exchange of the shares of Preferred Stock,
        such
        number of its shares of a21 Common Stock as shall from time to time be
        sufficient to effect the exchange of all outstanding shares of Preferred
        Stock.

       

      6.  Adjustments
        to Exchange Price.

       

      (a)  Adjustment
        for Stock Splits and Combinations.
        If a21
        shall at any time or from time to time after the Original Issue Date effect
        a
        subdivision of the outstanding shares of a21 Common Stock, the Minimum Exchange
        Price and Maximum Exchange Price then in effect immediately before that
        subdivision shall be proportionately decreased. If a21 shall at any time
        or from
        time to time after the Original Issue Date combine the outstanding shares
        of a21
        Common Stock, the Minimum Exchange Price and the Maximum Exchange Price then
        in
        effect immediately before the combination shall be proportionately increased.
        Any adjustment under this Section 6(a) shall become effective at the close
        of
        business on the date the subdivision or combination becomes effective.


       

      
        
          
          

        

        
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      (b)  Adjustment
        for Certain Dividends and Distributions.
        In the
        event a21 at any time, or from time to time after the Original Issue Date
        shall
        make or issue, or fix a record date for the determination of holders of shares
        of a21 Common Stock entitled to receive, a dividend or other distribution
        payable in additional shares of a21 Common Stock, then and in each such event
        the Minimum Exchange Price and Maximum Exchange Price shall be decreased
        as of
        the time of such insurance or, in the event such a record date shall have
        been
        fixed, as of the close of business on such record date, by multiplying the
        Minimum Exchange Price and Maximum Exchange Price by a fraction: 

       

      (x)
        the
        numerator of which shall be the total number of shares of a21 Common Stock
        issued and outstanding immediately prior to the time of such issuance or
        the
        close of business on such record date; and 

       

      (y)
        the
        denominator of which shall be the total number of shares of a21 Common Stock
        issued and outstanding immediately prior to the time of such issuance or
        the
        close of business on such record date plus the number of shares of a21 Common
        Stock issuable in payment of such dividend or distribution; 

       

      provided,
        however, that if such record date shall have been fixed and such dividend
        is not
        fully paid or if such distribution is not fully made on the date fixed therefor,
        the Minimum Exchange Price and Maximum Exchange Price for shall be recomputed
        accordingly as of the close of business on such record date and thereafter
        the
        Minimum Exchange Price and Maximum Exchange Price shall be adjusted pursuant
        to
        this Section 6(b) as of the time of actual payment of such dividends or
        distributions. 

       

      (c)  Adjustments
        for Stock Splits, Reverse Stock Splits, Other Dividends and
        Distributions.
        In the
        event a21 at any time after the Original Issue Date shall make or issue,
        or fix
        a record date for the determination of holders of a21 Common Stock entitled
        to
        receive, a dividend or other distribution payable in securities of a21 other
        than shares of a21 Common Stock, or shall subdivide its outstanding a21 Common
        Stock or combine its outstanding a21 Common Stock into a smaller number of
        shares of a21 Common Stock, then and in each such event a21 shall make provision
        so that the holders of the shares of Preferred Stock shall receive upon exchange
        thereof in addition to the number of shares of a21 Common Stock receivable
        thereupon, the amount of securities of a21 that they would have received
        had the
        shares of Preferred Stock been exchanged for shares of a21 Common Stock
        immediately prior to the date of such event and had they thereafter, during
        the
        period from the date of such event to and including the Exchange Date, retained
        such securities receivable by them as aforesaid during such period, giving
        application to all adjustments called for during such period under this Section
        6(c) with respect to the rights of the holders of shares of Preferred Stock.
        

       

      (d)  Adjustment
        for Reclassification, Exchange or Substitution.
        If the
        shares of a21 Common Stock issuable upon the exchange of the shares of Preferred
        Stock shall be changed into the same or a different number of shares of any
        class or classes of stock, whether by capital reorganization, reclassification,
        or otherwise (other than a subdivision or combination of shares or stock
        dividend provided for above, or a reorganization, merger, consolidation,
        or sale
        of assets or capital stock provided for below), then and in each such event
        the
        holder of each such share of Preferred Stock shall have the right thereafter
        to
        exchange such share into the kind and amount of shares of stock and other
        securities and property receivable upon such reorganization, reclassification,
        or other change, by holders of the number of shares of a21 Common Stock for
        which such shares of Preferred Stock might have been exchanged immediately
        prior
        to such reorganization, reclassification, or change, all subject to further
        adjustment as provided herein. 

       

      
        
          
          

        

        
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      (e)  Adjustment
        for Merger or Reorganization, etc.
        In case
        of any consolidation or merger of a21 with or into another corporation or
        the
        sale of all or substantially all of the assets of a21 to another corporation,
        each share of Preferred Stock shall be exchangeable (or shall be exchanged
        for a
        security which shall be exchangeable) for the kind and amount of shares of
        stock
        or other securities or property to which a holder of the number of shares
        of a21
        Common Stock deliverable upon exchange of such shares of Preferred Stock
        would
        have been entitled upon such consolidation, merger or sale. 

       

      (f)  No
        Impairment.
        Without
        limiting the foregoing, a21 shall use its best efforts to carry out all the
        provisions of this Section 6 and to take all such action as may be necessary
        or
        appropriate in order to protect against impairment the rights of the holders
        of
        shares of Preferred Stock to exchange their shares in accordance
        herewith.

       

      7.  Other
        Notices.
        In case
        at any time:

       

      (a)  a21
        shall
        declare any dividend upon a21 Common Stock payable in cash or stock or make
        any
        other distribution to the holders of a21 Common Stock;

       

      (b)  a21
        shall
        offer for subscription pro rata to the holders of a21 Common Stock any
        additional shares of stock of any class or other rights;

       

      (c)  there
        shall be any capital reorganization or reclassification of the capital stock
        of
        a21, or a consolidation or merger of a21 with or into another entity or
        entities, or a sale, lease, abandonment, transfer or other disposition of
        all or
        substantially all its assets or a sale of 50% or more of the issued and
        outstanding a21 Common Stock; or

       

      (d)  there
        shall be a voluntary or involuntary dissolution, liquidation or winding up
        of
        a21;

       

      then,
        in
        any one or more of said cases, a21 shall give, by delivery in person, certified
        or registered mail, return receipt requested, telecopier or telex, addressed
        to
        each holder of any shares of Preferred Stock at the address of such holder
        as
        shown on the books of a21, (a) at least 20 days’ prior written notice of the
        date on which the books of a21 shall close or a record shall be taken for
        such
        dividend, distribution or subscription rights or for determining rights to
        vote
        in respect of any such reorganization, reclassification, consolidation, merger,
        disposition, dissolution, liquidation or winding up and (b) in the case of
        any
        such reorganization, reclassification, consolidation, merger, disposition,
        dissolution, liquidation or winding up, at least 20 days’ prior written notice
        of the date when the same shall take place. Such notice in accordance with
        the
        foregoing clause (a) shall also specify, in the case of any such dividend,
        distribution or subscription rights, the date on which the holders of a21
        Common
        Stock shall be entitled thereto and such notice in accordance with the foregoing
        clause (b) shall also specify the date on which the holders of a21 Common
        Stock
        shall be entitled to exchange their a21 Common Stock for securities or other
        property deliverable upon such reorganization, reclassification, consolidation,
        merger, disposition, dissolution, liquidation or winding up, as the case
        may
        be.

       

      8.  Amendments.
        This
        Agreement shall not be modified, amended or terminated without the written
        consent of all of the parties hereto.

       

      
        
          
          

        

        
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      9.  Further
        Assurances.
        Each of
        the parties hereto shall use its commercially reasonable efforts to do all
        things necessary and advisable to make effective the transaction contemplated
        hereby and shall cooperate and take such action as may be reasonably requested
        by the other party in order in carry out fully the provisions and purposes
        of
        this Agreement and the transactions contemplated thereby.

       

      10.  Counterparts.
        This
        Agreement may be executed in one or more counterparts (including by facsimile)
        each of which shall be deemed to be an original, or which together shall
        constitute one in the same instrument.

       

      11.  Governing
        Law; Venue.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of New York, without regard to principles of conflicts of law. Each
        party
        agrees that it will bring any action or proceeding in respect to any claim
        arising out of or related to this Agreement or the transaction whether in
        tort
        or contract or at law and equity, exclusively in the U.S. District Court
        for the
        Southern District of New York (the “Chosen Courts”). In connection with such
        claims arising out of or related to this Agreement or the transaction, each
        party irrevocably submits to the exclusive jurisdiction of the Chosen Courts,
        waives any objection to laying venue in any such action or proceeding in
        the
        Chosen Courts, waives any objection that the Chosen Courts are on inconvenient
        forum or do not have jurisdiction over any of the parties, agrees that service
        of process in person or by certified or registered mail to its address will
        constitute valid in person or service upon such party and its successors
        and
        assigns in any action or proceeding with respect to any matter as to which
        it
        has submitted to jurisdiction hereunder.

       

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      IN
        WITNESS WHEREOF, this Exchange Agreement has been executed as of the day
        and
        year first above written.

       

       

      
        	 	
                a21, Inc.

                 

                /s/
                  Albert Pleus, as attorney

                                                                          

                By:

                Title:

                 

                CLONURE
                  LIMITED

                 

                /s/

                                                                          

                By:

                Title:

                 

                /s/
                  Louis Anthony Lockley Ingram

                                                                          

                Louis
                  Anthony Lockley Ingram

                
                   

                  /s/
                    David Jeffrey

                

                                                                          

                David
                  Jeffrey

              


      

       

      
        
          
          

        

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