Exhibit
        4.2

      


      SECURITIES
        PURCHASE AGREEMENT

      


      


      THIS
        PURCHASE AGREEMENT (“Agreement”) is made as of the 28th day of December, 2005 by
        and among Triangle Petroleum Corporation, a Nevada corporation (the “Company”),
        and the Investor set forth on the signature page affixed hereto (the
“Investor”).

      


      Recitals

      


      A. The
        Company and the Investor are executing and delivering this Agreement in reliance
        upon the exemption from securities registration afforded by the provisions
        of
        Regulation D (“Regulation D”), as promulgated by the U.S. Securities and
        Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended;
        and

      


      B. The
        Investor wishes to purchase from the Company, and the Company wishes to sell
        and
        issue to the Investor, upon the terms and conditions stated in this Agreement,
        (i) an aggregate of $5,000,000 principal amount of 7.5% convertible debentures
        in the form attached hereto as Exhibit A (the “Debentures”), and (ii) warrants
        to purchase an aggregate of 625,000 shares of the Company common stock (the
        “Common Stock “), at an exercise price of $5.00 per share (subject to
        adjustment) in the form attached hereto as Exhibit B (the “Warrants”);
        and

      


      C. Contemporaneous
        with the initial sale of the Debentures and Warrants, the parties hereto
        will
        execute and deliver a Registration Rights Agreement, in the form attached
        hereto
        as Exhibit C (the “Registration Rights Agreement”), pursuant to which the
        Company will agree to provide certain registration rights under the Securities
        Act of 1933, as amended, and the rules and regulations promulgated thereunder,
        and applicable state securities laws.

      


      In
        consideration of the mutual promises made herein and for other good and valuable
        consideration, the receipt and sufficiency of which are hereby acknowledged,
        the
        parties hereto agree as follows:

      


      1. Definitions.
        In
        addition to those terms defined above and elsewhere in this Agreement, for
        the
        purposes of this Agreement, the following terms shall have the meanings set
        forth below:

      


      “Affiliate”
        means,
        with respect to any Person, any other Person which directly or indirectly
        through one or more intermediaries Controls, is controlled by, or is under
        common control with, such Person.

      


      “Business
        Day”
        means a
        day, other than a Saturday or Sunday, on which banks in New York City are
        open
        for the general transaction of business.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      “Common
        Stock Equivalents”
        means
        any securities of the Company or the Subsidiaries which would entitle the
        holder
        thereof to acquire at any time Common Stock, 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.

      


      “Company’s
        Knowledge”
        means
        the actual knowledge of the executive officers (as defined in Rule 405 under
        the
        1933 Act) of the Company, after due inquiry.

      


      “Confidential
        Information”
        means
        trade secrets, confidential information and know-how (including but not limited
        to ideas, formulae, compositions, processes, procedures and techniques, research
        and development information, computer program code, performance specifications,
        support documentation, drawings, specifications, designs, business and marketing
        plans, and customer and supplier lists and related information).

      


      “Control”
        (including the terms “controlling”, “controlled by” or “under common control
        with”) means the possession, direct or indirect, of the power to direct or cause
        the direction of the management and policies of a Person, whether through
        the
        ownership of voting securities, by contract or otherwise.

      


      “Effective
        Date”
        means
        the date on which the initial Registration Statement (as defined in the
        Registration Rights Agreement) is declared effective by the SEC.

      


      “Effectiveness
        Deadline”
        means
        the date on which the initial Registration Statement (as so defined) is required
        to be declared effective by the SEC under the terms of the Registration Rights
        Agreement.

      


      “Intellectual
        Property”
        means
        all of the following: (i) patents, patent applications, patent disclosures
        and
        inventions (whether or not patentable and whether or not reduced to practice);
        (ii) trademarks, service marks, trade dress, trade names, corporate names,
        logos, slogans and Internet domain names, together with all goodwill associated
        with each of the foregoing; (iii) copyrights and copyrightable works; (iv)
        registrations, applications and renewals for any of the foregoing; and (v)
        proprietary computer software (including but not limited to data, data bases
        and
        documentation).

      


      “Material
        Adverse Effect”
        means a
        material adverse effect on (i) the assets, liabilities, results of operations,
        condition (financial or otherwise), business, or prospects of the Company
        and
        its Subsidiaries taken as a whole, or (ii) the ability of the Company to
        perform
        its obligations under the Transaction Documents.

      


      “Person”
        means
        an individual, corporation, partnership, limited liability company, trust,
        business trust, association, joint stock company, joint venture, sole
        proprietorship, unincorporated organization, governmental authority or any
        other
        form of entity not specifically listed herein.

      


      “Purchase
        Price”
        means
        Five Million Dollars ($5,000,000).

      


      
        
           

        

        
          -2-

          
            

          

        

        
           

        

      

      


      “SEC
        Filings”
        has the
        meaning set forth in Section 4.6.

      


      “Registration
        Statement”
        has the
        meaning set forth in the Registration Rights Agreement.

      


      “SEC”
        mean
        the United States Securities and Exchange Commission.

      


      “Securities”
        means
        the Debentures, the Shares, the Warrants and the Warrant Shares.

      


      “Shares”
        means
        the shares of Common Stock issuable upon conversion of the
        Debenture.

      


      “Subsidiary”
        of any
        Person means another Person, an amount of the voting securities, other voting
        ownership or voting partnership interests of which is sufficient to elect
        at
        least a majority of its Board of Directors or other governing body (or, if
        there
        are no such voting interests, 50% or more of the equity interests of which)
        is
        owned directly or indirectly by such first Person.

      


      “Transaction
        Documents”
        means
        this Agreement, the Debenture, the Warrants and the Registration Rights
        Agreement.

      


      “Warrant
        Shares”
        means
        the shares of Common Stock issuable upon the exercise of the
        Warrants.

      


      “1933
        Act”
        means
        the Securities Act of 1933, as amended, or any successor statute, and the
        rules
        and regulations promulgated thereunder.

      


      “1934
        Act”
        means
        the Securities Exchange Act of 1934, as amended, or any successor statute,
        and
        the rules and regulations promulgated thereunder.

      


      2. Purchase
        and Sale of the Debentures and Warrants.
        Subject
        to the terms and conditions of this Agreement, on the initial Closing Date,
        the
        Company shall sell and issue to the Investor, a Debenture in the principal
        amount of $2,500,000, together with Warrants to purchase 312,500 Shares in
        exchange for $2,500,000. The Company and the Investor agree that, upon the
        filing by the Company of the Registration Statement to be filed pursuant
        to the
        Registration Rights Agreement, the Company shall sell and issue to the Investor,
        a Debenture in the principal amount of $2,500,000, together with Warrants
        to
        purchase 312,500 Shares in exchange for $5,000,000.

      


      3. Closing.
        Upon
        confirmation that the other conditions to closing specified herein have been
        satisfied or duly waived by the Investor, the Company shall deliver to the
        Investor, a Debenture and Warrants, registered the name of the Investor,
        and the
        Investor shall cause a wire transfer in same day funds to be sent to the
        account
        of the Company as instructed in writing by the Company, in an amount
        representing the Purchase Price for the Debenture and Warrants so purchased
        (the
“Closing Date”). The closing of the purchase and sale of the Debentures and
        Warrants shall take place at the offices of Sichenzia Ross Friedman Ference
        LLP,
        1065 Avenue of the Americas, New York, New York 10018, or at such other location
        and on such other date as the Company and the Investor shall mutually
        agree.

      


      
        
           

        

        
          -3-

          
            

          

        

        
           

        

      

      4. Representations
        and Warranties of the Company.
        The
        Company hereby represents and warrants to the Investor that, except as set
        forth
        in the schedules delivered herewith (collectively, the “Disclosure
        Schedules”):

      


      4.
        1 Organization,
        Good Standing and Qualification.
        Each of
        the Company and its Subsidiaries is a corporation duly organized, validly
        existing and in good standing under the laws of the jurisdiction of its
        incorporation and has all requisite corporate power and authority to carry
        on
        its business as now conducted and to own its properties. Each of the Company
        and
        its Subsidiaries is duly qualified to do business as a foreign corporation
        and
        is in good standing in each jurisdiction in which the conduct of its business
        or
        its ownership or leasing of property makes such qualification or leasing
        necessary unless the failure to so qualify has not and could not reasonably
        be
        expected to have a Material Adverse Effect. The Company’s Subsidiaries are
        listed on Schedule
        4.1
        hereto.

      


      4.2 Authorization.
        The
        Company has full power and authority and, has taken all requisite action
        on the
        part of the Company, its officers, directors and stockholders necessary for
        (i)
        the authorization, execution and delivery of the Transaction Documents, (ii)
        authorization of the performance of all obligations of the Company hereunder
        or
        thereunder, and (iii) the authorization, issuance (or reservation for issuance)
        and delivery of the Securities.
        The
        Transaction Documents constitute the legal, valid and binding obligations
        of the
        Company, enforceable against the Company in accordance with their terms,
        subject
        to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
        and
        similar laws of general applicability, relating to or affecting creditors’
        rights generally.

      


      4.3 Capitalization.
        Schedule
        4.3
        sets
        forth (a) the authorized capital stock of the Company on the date hereof;
        (b)
        the number of shares of capital stock issued and outstanding; (c) the number
        of
        shares of capital stock issuable pursuant to the Company’s stock plans; and (d)
        the number of shares of capital stock issuable and reserved for issuance
        pursuant to securities (other than the Securities) exercisable for, or
        convertible into or exchangeable for any shares of capital stock of the Company.
        All of the issued and outstanding shares of the Company’s capital stock have
        been duly authorized and validly issued and are fully paid, nonassessable
        and
        free of pre-emptive rights. Except as described on Schedule
        4.3,
        all of
        the issued and outstanding shares of capital stock of each Subsidiary have
        been
        duly authorized and validly issued and are fully paid, nonassessable and
        free of
        pre-emptive rights, were issued in full compliance with applicable state
        and
        federal securities law and any rights of third parties and are owned by the
        Company, beneficially and of record, subject to no lien, encumbrance or other
        adverse claim. Except as described on Schedule
        4.3,
        no
        Person is entitled to pre-emptive or similar statutory or contractual rights
        with respect to any securities of the Company. Except as described on
Schedule
        4.3,
        there
        are no outstanding warrants, options, convertible securities or other rights,
        agreements or arrangements of any character under which the Company or any
        of
        its Subsidiaries is or may be obligated to issue any equity securities of
        any
        kind and except as contemplated by this Agreement, neither the Company nor
        any
        of its Subsidiaries is currently in negotiations for the issuance of any
        equity
        securities of any kind. Except as described on Schedule
        4.3
        and
        except for the Registration Rights Agreement, there are no voting agreements,
        buy-sell agreements, option or right of first purchase agreements or other
        agreements of any kind among the Company and any of the securityholders of
        the
        Company relating to the securities of the Company held by them. Except as
        described on Schedule
        4.3
        and
        except as provided in the Registration Rights Agreement, no Person has the
        right
        to require the Company to register any securities of the Company under the
        1933
        Act, whether on a demand basis or in connection with the registration of
        securities of the Company for its own account or for the account of any other
        Person.

      


      
        
           

        

        
          -4-

          
            

          

        

        
           

        

      

      Except
        as
        described on Schedule
        4.3,
        the
        issuance and sale of the Securities hereunder will not obligate the Company
        to
        issue shares of Common Stock or other securities to any other Person (other
        than
        the Investor) and will not result in the adjustment of the exercise, conversion,
        exchange or reset price of any outstanding security.

      


      Except
        as
        described on Schedule
        4.3,
        the
        Company does not have outstanding stockholder purchase rights or “poison pill”
        or any similar arrangement in effect giving any Person the right to purchase
        any
        equity interest in the Company upon the occurrence of certain
        events.

      


      4.4 Valid
        Issuance.
        The
        Debentures have been duly and validly authorized and, when issued and paid
        for
        pursuant to this Agreement, shall be free and clear of all encumbrances and
        restrictions (other than those created by the Investor), except for restrictions
        on transfer set forth in the Transaction Documents or imposed by applicable
        securities laws. The Warrants have been duly and validly authorized. Upon
        the
        due exercise of the Warrants, the Warrant Shares will be validly issued,
        fully
        paid and non-assessable free and clear of all encumbrances and restrictions,
        except for restrictions on transfer set forth in the Transaction Documents
        or
        imposed by applicable securities laws and except for those created by the
        Investor. The Company has reserved a sufficient number of shares of Common
        Stock
        for issuance upon the exercise of the Warrants, free and clear of all
        encumbrances and restrictions, except for restrictions on transfer set forth
        in
        the Transaction Documents or imposed by applicable securities laws and except
        for those created by the Investor.

      


      4.5 Consents.
        The
        execution, delivery and performance by the Company of the Transaction Documents,
        and the offer, issuance and sale of the Securities require no consent of,
        action
        by or in respect of, or filing with, any Person, governmental body, agency,
        or
        official other than filings that have been made pursuant to applicable state
        securities laws, and post-sale filings pursuant to applicable state and federal
        securities laws which the Company undertakes to file within the applicable
        time
        periods. Subject to the accuracy of the representations and warranties of
        the
        Investor set forth in Section 5 hereof, the Company has taken all action
        necessary to exempt (i) the issuance and sale of the Securities, (ii) the
        issuance of the Warrant Shares upon due exercise of the Warrants, and (iii)
        the
        other transactions contemplated by the Transaction Documents from the provisions
        of any shareholder rights plan or other “poison pill” arrangement, any
        anti-takeover, business combination or control share law or statute binding
        on
        the Company or to which the Company or any of its assets and properties may
        be
        subject and any provision of the Company’s Certificate of Incorporation or
        By-laws that is or could reasonably be expected to become applicable to the
        Investor as a result of the transactions contemplated hereby, including without
        limitation, the issuance of the Securities and the ownership, disposition
        or
        voting of the Securities by the Investor or the exercise of any right granted
        to
        the Investor pursuant to this Agreement or the other Transaction
        Documents.

      


      
        
           

        

        
          -5-

          
            

          

        

        
           

        

      

      4.6 Delivery
        of SEC Filings; Business.
        The
        Company has made available to the Investor through the EDGAR system, true
        and
        complete copies of the Company’s most recent Annual Report on Form 10-KSB for
        its last fiscal year (the “10-KSB”), and all other reports filed by the Company
        pursuant to the 1934 Act since the filing of the 10-KSB and prior to the
        date
        hereof (collectively, the “SEC Filings”). The SEC Filings are the only filings
        required of the Company pursuant to the 1934 Act for such period. The Company
        and its Subsidiaries are engaged in all material respects only in the business
        described in the SEC Filings and the SEC Filings contain a complete and accurate
        description in all material respects of the business of the Company and its
        Subsidiaries, taken as a whole.

      


      4.7 Use
        of
        Proceeds.
        The net
        proceeds of the sale of the Debentures and the Warrants hereunder shall be
        used
        by the Company for acquisitions, working capital and general corporate
        purposes.

      


      4.8 No
        Material Adverse Change.
        Since
        the date of the financial statements contained in the most recent SEC Filings,
        and except as identified and described in the SEC Filings or as described
        on
Schedule
        4.8,
        there
        has not been:

      


      (i) any
        change in the consolidated assets, liabilities, financial condition or operating
        results of the Company from that reflected in the financial statements included
        in the Company’s Quarterly Report on Form 10-KSB for the year ended January 31,
        2005, except for changes in the ordinary course of business which have not
        and
        could not reasonably be expected to have a Material Adverse Effect, individually
        or in the aggregate;

      


      (ii) any
        declaration or payment of any dividend, or any authorization or payment of
        any
        distribution, on any of the capital stock of the Company, or any redemption
        or
        repurchase of any securities of the Company;

      


      (iii) any
        material damage, destruction or loss, whether or not covered by insurance
        to any
        assets or properties of the Company or its Subsidiaries;

      


      (iv) any
        waiver, not in the ordinary course of business, by the Company or any Subsidiary
        of a material right or of a material debt owed to it;

      


      (v) any
        satisfaction or discharge of any lien, claim or encumbrance or payment of
        any
        obligation by the Company or a Subsidiary, except in the ordinary course
        of
        business and which is not material to the assets, properties, financial
        condition, operating results or business of the Company and its Subsidiaries
        taken as a whole (as such business is presently conducted and as it is proposed
        to be conducted);

      


      
        
           

        

        
          -6-

          
            

          

        

        
           

        

      

      (vi) any
        change or amendment to the Company's Certificate of Incorporation or by-laws,
        or
        material change to any material contract or arrangement by which the Company
        or
        any Subsidiary is bound or to which any of their respective assets or properties
        is subject;

      


      (vii) any
        material labor difficulties or labor union organizing activities with respect
        to
        employees of the Company or any Subsidiary;

      


      (viii) any
        material transaction entered into by the Company or a Subsidiary other than
        in
        the ordinary course of business; 

      


      (ix) the
        loss
        of the services of any key employee, or material change in the composition
        or
        duties of the senior management of the Company or any Subsidiary;

      


      (x) the
        loss
        or threatened loss of any customer which has had or could reasonably be expected
        to have a Material Adverse Effect; or

      


      (xi) any
        other
        event or condition of any character that has had or could reasonably be expected
        to have a Material Adverse Effect.

      


      4.9 SEC
        Filings.

      


      (a) At
        the
        time of filing thereof, the SEC Filings complied as to form in all material
        respects with the requirements of the 1934 Act and did 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.

      


      (b) Each
        registration statement and any amendment thereto filed by the Company since
        January 1, 2003 pursuant to the 1933 Act and the rules and regulations
        thereunder, as of the date such statement or amendment became effective,
        complied as to form in all material respects with the 1933 Act and did not
        contain any untrue statement of a material fact or omit to state any material
        fact required to be stated therein or necessary in order to make the statements
        made therein not misleading; and each prospectus filed pursuant to Rule 424(b)
        under the 1933 Act, as of its issue date and as of the closing of any sale
        of
        securities pursuant thereto did not contain any untrue statement of a material
        fact or omit to state any material fact required to be stated therein or
        necessary in order to make the statements made therein, in the light of the
        circumstances under which they were made, not misleading.

      


      4.10 No
        Conflict, Breach, Violation or Default.
        The
        execution, delivery and performance of the Transaction Documents by the Company
        and the issuance and sale of the Securities will not conflict with or result
        in
        a breach or violation of any of the terms and provisions of, or constitute
        a
        default under (i) the Company’s Certificate of Incorporation or the Company’s
        Bylaws, both as in effect on the date hereof (true and complete copies of
        which
        have been made available to the Investor through the EDGAR system), or (ii)(a)
        any statute, rule, regulation or order of any governmental agency or body
        or any
        court, domestic or foreign, having jurisdiction over the Company, any Subsidiary
        or any of their respective assets or properties, or (b) any agreement or
        instrument to which the Company or any Subsidiary is a party or by which
        the
        Company or a Subsidiary is bound or to which any of their respective assets
        or
        properties is subject.

      


      
        
           

        

        
          -7-

          
            

          

        

        
           

        

      

      4.11 Tax
        Matters.
        Except
        as described on Schedule
        4.11,
        the
        Company and each Subsidiary has timely prepared and filed all tax returns
        required to have been filed by the Company or such Subsidiary with all
        appropriate governmental agencies and timely paid all taxes shown thereon
        or
        otherwise owed by it. The charges, accruals and reserves on the books of
        the
        Company in respect of taxes for all fiscal periods are adequate in all material
        respects, and there are no material unpaid assessments against the Company
        or
        any Subsidiary nor, to the Company’s Knowledge, any basis for the assessment of
        any additional taxes, penalties or interest for any fiscal period or audits
        by
        any federal, state or local taxing authority except for any assessment which
        is
        not material to the Company and its Subsidiaries, taken as a whole. All taxes
        and other assessments and levies that the Company or any Subsidiary is required
        to withhold or to collect for payment have been duly withheld and collected
        and
        paid to the proper governmental entity or third party when due. There are
        no tax
        liens or claims pending or, to the Company’s Knowledge, threatened against the
        Company or any Subsidiary or any of their respective assets or property.
        

      


      4.12 Title
        to Properties.
        Except
        as disclosed in the SEC Filings, the Company and each Subsidiary has good
        and
        marketable title to all real properties and all other properties and assets
        owned by it, in each case free from liens, encumbrances and defects that
        would
        materially affect the value thereof or materially interfere with the use
        made or
        currently planned to be made thereof by them; and except as disclosed in
        the SEC
        Filings, the Company and each Subsidiary holds any leased real or personal
        property under valid and enforceable leases with no exceptions that would
        materially interfere with the use made or currently planned to be made thereof
        by them.

      


      4.13 Certificates,
        Authorities and Permits.
        The
        Company and each Subsidiary possess adequate certificates, authorities or
        permits issued by appropriate governmental agencies or bodies necessary to
        conduct the business now operated by it, and neither the Company nor any
        Subsidiary has received any notice of proceedings relating to the revocation
        or
        modification of any such certificate, authority or permit that, if determined
        adversely to the Company or such Subsidiary, could reasonably be expected
        to
        have a Material Adverse Effect, individually or in the aggregate.

      


      4.14 No
        Labor Disputes.
        No
        material labor dispute with the employees of the Company or any Subsidiary
        exists or, to the Company’s Knowledge, is imminent.

      


      4.15 Intellectual
        Property.

      


      (a) All
        Intellectual Property of the Company and its Subsidiaries is currently in
        compliance with all legal requirements (including timely filings, proofs
        and
        payments of fees) and is valid and enforceable. No Intellectual Property
        of the
        Company or its Subsidiaries which is necessary for the conduct of Company’s and
        each of its Subsidiaries’ respective businesses as currently conducted or as
        currently proposed to be conducted has been or is now involved in any
        cancellation, dispute or litigation, and, to the Company’s Knowledge, no such
        action is threatened. No patent of the Company or its Subsidiaries has been
        or
        is now involved in any interference, reissue, re-examination or opposition
        proceeding.

      


      
        
           

        

        
          -8-

          
            

          

        

        
           

        

      

      (b) All
        of
        the licenses and sublicenses and consent, royalty or other agreements concerning
        Intellectual Property which are necessary for the conduct of the Company’s and
        each of its Subsidiaries’ respective businesses as currently conducted or as
        currently proposed to be conducted to which the Company or any Subsidiary
        is a
        party or by which any of their assets are bound (other than  generally
        commercially available, non-custom, off-the-shelf software application programs
        having a retail acquisition price of less than $10,000 per license)
        (collectively, “License Agreements”) are valid and binding obligations of the
        Company or its Subsidiaries that are parties thereto and, to the Company’s
        Knowledge, the other parties thereto, enforceable in accordance with their
        terms, except to the extent that enforcement thereof may be limited by
        bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
        or
        other similar laws affecting the enforcement of creditors’ rights generally, and
        there exists no event or condition which will result in a material violation
        or
        breach of or constitute (with or without due notice or lapse of time or both)
        a
        default by the Company or any of its Subsidiaries under any such License
        Agreement.

      


      (c) The
        Company and its Subsidiaries own or have the valid right to use all of the
        Intellectual Property that is necessary for the conduct of the Company’s and
        each of its Subsidiaries’ respective businesses as currently conducted or as
        currently proposed to be conducted and for the ownership, maintenance and
        operation of the Company’s and its Subsidiaries’ properties and assets, free and
        clear of all liens, encumbrances, adverse claims or obligations to license
        all
        such owned Intellectual Property and Confidential Information, other than
        licenses entered into in the ordinary course of the Company’s and its
        Subsidiaries’ businesses. The Company and its Subsidiaries have a valid and
        enforceable right to use all third party Intellectual Property and Confidential
        Information used or held for use in the respective businesses of the Company
        and
        its Subsidiaries.

      


      (d) The
        conduct of the Company’s and its Subsidiaries’ businesses as currently conducted
        does not infringe or otherwise impair or conflict with (collectively,
“Infringe”) any Intellectual Property rights of any third party or any
        confidentiality obligation owed to a third party, and, to the Company’s
        Knowledge, the Intellectual Property and Confidential Information of the
        Company
        and its Subsidiaries which are necessary for the conduct of Company’s and each
        of its Subsidiaries’ respective businesses as currently conducted or as
        currently proposed to be conducted are not being Infringed by any third party.
        There is no litigation or order pending or outstanding or, to the Company’s
        Knowledge, threatened or imminent, that seeks to limit or challenge or that
        concerns the ownership, use, validity or enforceability of any Intellectual
        Property or Confidential Information of the Company and its Subsidiaries
        and the
        Company’s and its Subsidiaries’ use of any Intellectual Property or Confidential
        Information owned by a third party, and, to the Company’s Knowledge, there is no
        valid basis for the same.

      


      
        
           

        

        
          -9-

          
            

          

        

        
           

        

      

      (e) The
        consummation of the transactions contemplated hereby and by the other
        Transaction Documents will not result in the alteration, loss, impairment
        of or
        restriction on the Company’s or any of its Subsidiaries’ ownership or right to
        use any of the Intellectual Property or Confidential Information which is
        necessary for the conduct of Company’s and each of its Subsidiaries’ respective
        businesses as currently conducted or as currently proposed to be
        conducted.

      


      (f) The
        Company and its Subsidiaries have taken reasonable steps to protect the
        Company’s and its Subsidiaries’ rights in their Intellectual Property and
        Confidential Information. Each employee, consultant and contractor who has
        had
        access to Confidential Information which is necessary for the conduct of
        Company’s and each of its Subsidiaries’ respective businesses as currently
        conducted or as currently proposed to be conducted has executed an agreement
        to
        maintain the confidentiality of such Confidential Information and has executed
        appropriate agreements that are substantially consistent with the Company’s
        standard forms thereof. Except under confidentiality obligations, there has
        been
        no material disclosure of any of the Company’s or its Subsidiaries’ Confidential
        Information to any third party.

      


      4.16 Environmental
        Matters.
        Neither
        the Company nor any Subsidiary is in violation of any statute, rule, regulation,
        decision or order of any governmental agency or body or any court, domestic
        or
        foreign, relating to the use, disposal or release of hazardous or toxic
        substances or relating to the protection or restoration of the environment
        or
        human exposure to hazardous or toxic substances (collectively, “Environmental
        Laws”), owns or operates any real property contaminated with any substance that
        is subject to any Environmental Laws, is liable for any off-site disposal
        or
        contamination pursuant to any Environmental Laws, and is subject to any claim
        relating to any Environmental Laws, which violation, contamination, liability
        or
        claim has had or could reasonably be expected to have a Material Adverse
        Effect,
        individually or in the aggregate; and there is no pending or, to the Company’s
        Knowledge, threatened investigation that might lead to such a
        claim.

      


      4.17 Litigation.
        Except
        as described on Schedule
        4.17,
        there
        are no pending actions, suits or proceedings against or affecting the Company,
        its Subsidiaries or any of its or their properties; and to the Company’s
        Knowledge, no such actions, suits or proceedings are threatened or
        contemplated.

      


      4.18 Financial
        Statements.
        The
        financial statements included in each SEC Filing present fairly, in all material
        respects, the consolidated financial position of the Company as of the dates
        shown and its consolidated results of operations and cash flows for the periods
        shown, and such financial statements have been prepared in conformity with
        United States generally accepted accounting principles applied on a consistent
        basis (“GAAP”) (except as may be disclosed therein or in the notes thereto, and,
        in the case of quarterly financial statements, as permitted by Form 10-QSB
        under
        the 1934 Act). Except as set forth in the financial statements of the Company
        included in the SEC Filings filed prior to the date hereof or as described
        on
Schedule
        4.18,
        neither
        the Company nor any of its Subsidiaries has incurred any liabilities, contingent
        or otherwise, except those incurred in the ordinary course of business,
        consistent (as to amount and nature) with past practices since the date of
        such
        financial statements, none of which, individually or in the aggregate, have
        had
        or could reasonably be expected to have a Material Adverse Effect.

      


      
        
           

        

        
          -10-

          
            

          

        

        
           

        

      

      4.19 Insurance
        Coverage.
        Except
        as described on Schedule
        4.19,
        the
        Company and each Subsidiary maintains in full force and effect insurance
        coverage that is customary for comparably situated companies for the business
        being conducted and properties owned or leased by the Company and each
        Subsidiary, and the Company reasonably believes such insurance coverage to
        be
        adequate against all liabilities, claims and risks against which it is customary
        for comparably situated companies to insure.

      


      4.20 Brokers
        and Finders.
        No
        Person will have, as a result of the transactions contemplated by the
        Transaction Documents, any valid right, interest or claim against or upon
        the
        Company, any Subsidiary or an Investor for any commission, fee or other
        compensation pursuant to any agreement, arrangement or understanding entered
        into by or on behalf of the Company, other than as described in Schedule
        4.20.

      


      4.21 No
        Directed Selling Efforts or General Solicitation.
        Neither
        the Company nor any Person acting on its behalf has conducted any general
        solicitation or general advertising (as those terms are used in Regulation
        D) in
        connection with the offer or sale of any of the Securities.

      


      4.22 No
        Integrated Offering.
        Neither
        the Company nor any of its Affiliates, nor any Person acting on its or their
        behalf has, directly or indirectly, made any offers or sales of any Company
        security or solicited any offers to buy any security, under circumstances
        that
        would adversely affect reliance by the Company on Section 4(2) for the exemption
        from registration for the transactions contemplated hereby or would require
        registration of the Securities under the 1933 Act.

      


      4.23 Private
        Placement.
        The
        offer and sale of the Securities to the Investor as contemplated hereby is
        exempt from the registration requirements of the 1933 Act.

      


      4.24 Questionable
        Payments.
        Neither
        the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any of
        their respective current or former stockholders, directors, officers, employees,
        agents or other Persons acting on behalf of the Company or any Subsidiary,
        has
        on behalf of the Company or any Subsidiary or in connection with their
        respective businesses: (a) used any corporate funds for unlawful contributions,
        gifts, entertainment or other unlawful expenses relating to political activity;
        (b) made any direct or indirect unlawful payments to any governmental officials
        or employees from corporate funds; (c) established or maintained any unlawful
        or
        unrecorded fund of corporate monies or other assets; (d) made any false or
        fictitious entries on the books and records of the Company or any Subsidiary;
        or
        (e) made any unlawful bribe, rebate, payoff, influence payment, kickback
        or
        other unlawful payment of any nature.

      


      4.25 Transactions
        with Affiliates.
        Except
        as disclosed in the SEC Filings or as disclosed on Schedule
        4.25,
        none of
        the officers or directors of the Company and, to the Company’s Knowledge, none
        of the employees of the Company is presently a party to any transaction with
        the
        Company or any Subsidiary (other than as holders of stock options and/or
        warrants, and for services as employees, officers and 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 officer, director or such
        employee or, to the Company’s Knowledge, any entity in which any officer,
        director, or any such employee has a substantial interest or is an officer,
        director, trustee or partner.

      


      
        
           

        

        
          -11-

          
            

          

        

        
           

        

      

      4.26 Internal
        Controls.
        The
        Company is
        in
        material compliance with the provisions of the Sarbanes-Oxley Act of 2002
        currently applicable to the Company. The Company and
        the
        Subsidiaries maintain a system of internal accounting controls sufficient
        to
        provide reasonable assurance that (i) transactions are executed in accordance
        with management's general or specific authorizations, (ii) transactions are
        recorded as necessary to permit preparation of financial statements in
        conformity with generally accepted accounting principles and to maintain
        asset
        accountability, (iii) access to assets is permitted only in accordance with
        management's general or specific authorization, and (iv) the recorded
        accountability for assets is compared with the existing assets at reasonable
        intervals and appropriate action is taken with respect to any differences.
        The
        Company has established disclosure controls and procedures (as defined in
        1934
        Act Rules 13a-14 and 15d-14) for the Company and designed such disclosure
        controls and procedures to ensure that material information relating to the
        Company, including the Subsidiaries, is made known to the certifying officers
        by
        others within those entities, particularly during the period in which the
        Company’s most recently filed period report under the 1934 Act, as the case may
        be, is being prepared. The Company's certifying officers have evaluated the
        effectiveness of the Company's controls and procedures as of the end of the
        period covered by the most recently filed periodic report under the 1934
        Act
        (such date, the "Evaluation Date"). The Company presented in its most recently
        filed periodic report under the 1934 Act the conclusions of the certifying
        officers about the effectiveness of the disclosure controls and procedures
        based
        on their evaluations as of the Evaluation Date. Since the Evaluation Date,
        there
        have been no significant changes in the Company's internal controls (as such
        term is defined in Item 307(b) of Regulation S-K) or, to the Company's
        Knowledge, in other factors that could significantly affect the Company's
        internal controls. The Company maintains and will continue to maintain a
        standard system of accounting established and administered in accordance
        with
        GAAP and the applicable requirements of the 1934 Act.

      


      4.27 Disclosures.
        Neither
        the Company nor any Person acting on its behalf has provided the Investor
        or
        their agents or counsel with any information that constitutes or might
        constitute material, non-public information. The written materials delivered
        to
        the Investor in connection with the transactions contemplated by the Transaction
        Documents do not contain any untrue statement of a material fact or omit
        to
        state a material fact necessary in order to make the statements contained
        therein, in light of the circumstances under which they were made, not
        misleading.

      


      5. Representations
        and Warranties of the Investor.
        The
        Investor hereby represents and warrants to the Company that:

      


      
        
           

        

        
          -12-

          
            

          

        

        
           

        

      

      5.1 Organization
        and Existence.
        Such
        Investor is a validly existing corporation, limited partnership or limited
        liability company and has all requisite corporate, partnership or limited
        liability company power and authority to invest in the Securities pursuant
        to
        this Agreement.

      


      5.2 Authorization.
        The
        execution, delivery and performance by such Investor of the Transaction
        Documents to which such Investor is a party have been duly authorized and
        will
        each constitute the valid and legally binding obligation of such Investor,
        enforceable against such Investor in accordance with their respective terms,
        subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
        moratorium and similar laws of general applicability, relating to or affecting
        creditors’ rights generally.

      


      5.3 Purchase
        for Fully Managed Accounts.
        The
        Securities to be received by such Investor for fully managed accounts and
        not
        with a view to the resale or distribution of any part thereof in violation
        of
        the 1933 Act, and such Investor has no present intention of selling, granting
        any participation in, or otherwise distributing the same in violation of
        the
        1933 Act
        without
        prejudice, however, to such Investor’s right at all times to sell or otherwise
        dispose of all or any part of such Securities in compliance with applicable
        federal and state securities laws.
        Nothing
        contained herein shall be deemed a representation or warranty by such Investor
        to hold the Securities for any period of time. Such
        Investor
        is not a broker-dealer registered with the SEC under the 1934 Act or an entity
        engaged in a business that would require it to be so registered.

      


      5.4 Investment
        Experience.
        Such
        Investor acknowledges that it can bear the economic risk and complete loss
        of
        its investment in the Securities and has such knowledge and experience in
        financial or business matters that it is capable of evaluating the merits
        and
        risks of the investment contemplated hereby.

      


      5.5 Disclosure
        of Information.
        Such
        Investor has had an opportunity to receive all information related to the
        Company requested by it and to ask questions of and receive answers from
        the
        Company regarding the Company, its business and the terms and conditions
        of the
        offering of the Securities. Such Investor acknowledges receipt of copies
        of the
        SEC Filings. Neither such inquiries nor any other due diligence investigation
        conducted by such Investor shall modify, amend or affect such Investor’s right
        to rely on the Company’s representations and warranties contained in this
        Agreement.

      


      5.6 Restricted
        Securities.
        Such
        Investor understands that the Securities are characterized as “restricted
        securities” under the U.S. federal securities laws inasmuch as they are being
        acquired from the Company in a transaction not involving a public offering
        and
        that under such laws and applicable regulations such securities may be resold
        without registration under the 1933 Act only in certain limited
        circumstances.

      


      5.7 Legends.
        It is
        understood that, except as provided below, certificates evidencing the
        Securities may bear the following or any similar legend:

      


      
        
           

        

        
          -13-

          
            

          

        

        
           

        

      

      (a) “The
        securities represented hereby may not be transferred unless (i) such securities
        have been registered for sale pursuant to the Securities Act of 1933, as
        amended, (ii) such securities may be sold pursuant to Rule 144(k), or (iii)
        the
        Company has received an opinion of counsel reasonably satisfactory to it
        that
        such transfer may lawfully be made without registration under the Securities
        Act
        of 1933 or qualification under applicable state securities laws.”

      


      (b) If
        required by the authorities of any state in connection with the issuance
        of sale
        of the Securities, the legend required by such state authority.

      


      5.8 Accredited
        Investor.
        Such
        Investor is an accredited investor as defined in Rule 501(a) of Regulation
        D, as
        amended, under the 1933 Act.

      


      5.9 No
        General Solicitation.
        Such
        Investor did not learn of the investment in the Securities as a result of
        any
        public advertising or general solicitation.

      


      5.10 Brokers
        and Finders.
        No
        Person will have, as a result of the transactions contemplated by the
        Transaction Documents, any valid right, interest or claim against or upon
        the
        Company, any Subsidiary or an Investor for any commission, fee or other
        compensation pursuant to any agreement, arrangement or understanding entered
        into by or on behalf of such Investor.

      


      5.11 Prohibited
        Transactions.
        During
        the last thirty (30) days prior to the date hereof, neither such Investor
        nor
        any Affiliate of such Investor which (x) had knowledge of the transactions
        contemplated hereby, (y) has or shares discretion relating to such Investor’s
        investments or trading or information concerning such Investor’s investments,
        including in respect of the Securities, or (z) is subject to such Investor’s
        review or input concerning such Affiliate’s investments or trading
        (collectively, “Trading Affiliates”) has, directly or indirectly, effected or
        agreed to effect any short sale, whether or not against the box, established
        any
“put equivalent position” (as defined in Rule 16a-1(h) under the 1934 Act) with
        respect to the Common Stock, granted any other right (including, without
        limitation, any put or call option) with respect to the Common Stock or with
        respect to any security that includes, relates to or derived any significant
        part of its value from the Common Stock or otherwise sought to hedge its
        position in the Securities (each, a “Prohibited Transaction”). Prior to the
        earliest to occur of (i) the termination of this Agreement, (ii) the Effective
        Date or (iii) the Effectiveness Deadline, such Investor shall not, and shall
        cause its Trading Affiliates not to, engage, directly or indirectly, in a
        Prohibited Transaction. Such Investor acknowledges that the representations,
        warranties and covenants contained in this Section 5.11 are being made for
        the
        benefit of the Investor as well as the Company and that each of the other
        Investor shall have an independent right to assert any claims against such
        Investor arising out of any breach or violation of the provisions of this
        Section 5.11.

      


      6.
        Conditions
        to Closing.

      


      6.1 Conditions
        to the Investor’s Obligations.
        The
        obligation of the Investor to purchase the Debentures and the Warrants at
        each
        Closing is subject to the fulfillment to such Investor’s satisfaction, on or
        prior to the Closing Date, of the following conditions, any of which may
        be
        waived by the Investor:

      


      
        
           

        

        
          -14-

          
            

          

        

        
           

        

      

      (a) The
        representations and warranties made by the Company in Section 4 hereof qualified
        as to materiality shall be true and correct at all times prior to and on
        the
        Closing Date, except to the extent any such representation or warranty expressly
        speaks as of an earlier date, in which case such representation or warranty
        shall be true and correct as of such earlier date, and, the representations
        and
        warranties made by the Company in Section 4 hereof not qualified as to
        materiality shall be true and correct in all material respects at all times
        prior to and on the Closing Date, except to the extent any such representation
        or warranty expressly speaks as of an earlier date, in which case such
        representation or warranty shall be true and correct in all material respects
        as
        of such earlier date. The Company shall have performed in all material respects
        all obligations and conditions herein required to be performed or observed
        by it
        on or prior to the Closing Date.

      


      (b) The
        Company shall have obtained any and all consents, permits, approvals,
        registrations and waivers necessary or appropriate for consummation of the
        purchase and sale of the Securities, and the consummation of the other
        transactions contemplated by the Transaction Documents, all of which shall
        be in
        full force and effect.

      


      (c) The
        Company shall have executed and delivered the Registration Rights
        Agreement.

      


      (d) No
        judgment, writ, order, injunction, award or decree of or by any court, or
        judge,
        justice or magistrate, including any bankruptcy court or judge, or any order
        of
        or by any governmental authority, shall have been issued, and no action or
        proceeding shall have been instituted by any governmental authority, enjoining
        or preventing the consummation of the transactions contemplated hereby or
        in the
        other Transaction Documents.

      


      (e) The
        Company shall have delivered a Certificate, executed on behalf of the Company
        by
        its Chief Executive Officer or its Chief Financial Officer, dated as of the
        Closing Date, certifying to the fulfillment of the conditions specified in
        this
        Section 6.1.

      


      (f) The
        Company shall have delivered a Certificate, executed on behalf of the Company
        by
        its Secretary, dated as of the Closing Date, certifying the resolutions adopted
        by the Board of Directors of the Company approving the transactions contemplated
        by this Agreement and the other Transaction Documents and the issuance of
        the
        Securities, certifying the current versions of the Certificate of Incorporation
        and Bylaws of the Company and certifying as to the signatures and authority
        of
        persons signing the Transaction Documents and related documents on behalf
        of the
        Company.

      


      (g) No
        stop
        order or suspension of trading shall have been imposed by Nasdaq, the SEC
        or any
        other governmental or regulatory body with respect to public trading in the
        Common Stock.

      


      
        
           

        

        
          -15-

          
            

          

        

        
           

        

      

      6.2 Conditions
        to Obligations of the Company.
        The
        Company's obligation to sell and issue the Shares and the Warrants at each
        Closing is subject to the fulfillment to the satisfaction of the Company
        on or
        prior to the Closing Date of the following conditions, any of which may be
        waived by the Company:

      


      (a) The
        representations and warranties made by the Investor in Section 5 hereof,
        other
        than the representations and warranties contained in Sections 5.3, 5.4, 5.5,
        5.6, 5.7, 5.8 and 5.9 (the “Investment Representations”), shall be true and
        correct in all material respects when made, and shall be true and correct
        in all
        material respects on the Closing Date with the same force and effect as if
        they
        had been made on and as of said date. The Investment Representations shall
        be
        true and correct in all respects when made, and shall be true and correct
        in all
        respects on the Closing Date with the same force and effect as if they had
        been
        made on and as of said date. The Investor shall have performed in all material
        respects all obligations and conditions herein required to be performed or
        observed by them on or prior to the Closing Date.

      


      (b) The
        Investor shall have executed and delivered the Registration Rights
        Agreement.

      


      (c) The
        Investor shall have delivered the Purchase Price to the Company.

      


      6.3 Termination
        of Obligations to Effect Closing; Effects.

      


      (a) The
        obligations of the Company, on the one hand, and the Investor, on the other
        hand, to effect the Closing shall terminate as follows:

      


      (i) Upon
        the
        mutual written consent of the Company and the Investor;

      


      (ii) By
        the
        Company if any of the conditions set forth in Section 6.2 shall have become
        incapable of fulfillment, and shall not have been waived by the
        Company;

      


      (iii) By
        an
        Investor (with respect to itself only) if any of the conditions set forth
        in
        Section 6.1 shall have become incapable of fulfillment, and shall not have
        been
        waived by the Investor; or

      


      (iv) By
        either
        the Company or the Investor if the first Closing has not occurred on or prior
        to
        December 30, 2005;

      


      provided,
        however, that, except in the case of clause (i) above, the party seeking
        to
        terminate its obligation to effect the Closing shall not then be in breach
        of
        any of its representations, warranties, covenants or agreements contained
        in
        this Agreement or the other Transaction Documents if such breach has resulted
        in
        the circumstances giving rise to such party’s seeking to terminate its
        obligation to effect the Closing.

      


      
        
           

        

        
          -16-

          
            

          

        

        
           

        

      

      


      7. Covenants
        and Agreements of the Company.

      


      7.1 Reservation
        of Common Stock.
        The
        Company shall at all times reserve and keep available out of its authorized
        but
        unissued shares of Common Stock, solely for the purpose of providing for
        the
        conversion of the Debenture or the exercise of the Warrants, such number
        of
        shares of Common Stock as shall from time to time equal the number of shares
        sufficient to permit the conversion of the Debentures and the exercise of
        the
        Warrants issued pursuant to this Agreement in accordance with their respective
        terms.

      


      7.2 Reports.
        The
        Company will furnish to the Investor and/or their assignees such information
        relating to the Company and its Subsidiaries as from time to time may reasonably
        be requested by the Investor and/or their assignees; provided, however, that
        the
        Company shall not disclose material nonpublic information to the Investor,
        or to
        advisors to or representatives of the Investor, unless prior to disclosure
        of
        such information the Company identifies such information as being material
        nonpublic information and provides the Investor, such advisors and
        representatives with the opportunity to accept or refuse to accept such material
        nonpublic information for review and the Investor wishing to obtain such
        information enters into an appropriate confidentiality agreement with the
        Company with respect thereto.

      


      7.3 No
        Conflicting Agreements.
        The
        Company will not take any action, enter into any agreement or make any
        commitment that would conflict or interfere in any material respect with
        the
        Company’s obligations to the Investor under the Transaction
        Documents.

      


      7.4 Compliance
        with Laws.
        The
        Company will comply in all material respects with all applicable laws, rules,
        regulations, orders and decrees of all governmental authorities.

      


      7.5 Termination
        of Covenants.
        The
        provisions of Sections 7.2 through 7.4 shall terminate and be of no further
        force and effect on the date on which the Company’s obligations under the
        Registration Rights Agreement to register or maintain the effectiveness of
        any
        registration covering the Registrable Securities (as such term is defined
        in the
        Registration Rights Agreement) shall terminate.

      


      7.6 Removal
        of Legends.
        Upon
        the earlier of (i) registration for resale pursuant to the Registration Rights
        Agreement and receipt by the Company of the Investor’s written confirmation that
        such Securities will not be disposed of except in compliance with the prospectus
        delivery requirements of the 1933 Act or (ii) Rule 144(k) becoming available
        the
        Company shall, upon an Investor’s written request, promptly cause certificates
        evidencing the Investor’s Securities to be replaced with certificates which do
        not bear such restrictive legends, and Warrant Shares subsequently issued
        upon
        due exercise of the Warrants shall not bear such restrictive legends provided
        the provisions of either clause (i) or clause (ii) above, as applicable,
        are
        satisfied with respect to such Warrant Shares. 

       

      
        
           

        

        
          -17-

          
            

          

        

        
           

        

      


      8. Survival
        and Indemnification.

      


      8.1 Survival.
        The
        representations, warranties, covenants and agreements contained in this
        Agreement shall survive the Closing of the transactions contemplated by this
        Agreement.

      


      8.2 Indemnification.
        The
        Company agrees to indemnify and hold harmless each Investor and its Affiliates
        and their respective directors, officers, employees and agents from and against
        any and all losses, claims, damages, liabilities and expenses (including
        without
        limitation reasonable attorney fees and disbursements and other expenses
        incurred in connection with investigating, preparing or defending any action,
        claim or proceeding, pending or threatened and the costs of enforcement thereof)
        (collectively, “Losses”) to which such Person may become subject as a result of
        any breach of representation, warranty, covenant or agreement made by or
        to be
        performed on the part of the Company under the Transaction Documents, and
        will
        reimburse any such Person for all such amounts as they are incurred by such
        Person.

      


      8.3 Conduct
        of Indemnification Proceedings.
        Promptly
        after receipt by any Person (the “Indemnified
        Person”) of notice of any demand, claim or circumstances which would or might
        give rise to a claim or the commencement of any action, proceeding or
        investigation in respect of which indemnity may be sought pursuant to Section
        8.2, such Indemnified Person shall promptly notify the Company in writing
        and
        the Company shall assume the defense thereof, including the employment of
        counsel reasonably satisfactory to such Indemnified Person, and shall assume
        the
        payment of all fees and expenses; provided,
        however, that
        the
        failure of any Indemnified Person so to notify the Company shall not relieve
        the
        Company of its obligations hereunder except to the extent that the Company
        is
        materially prejudiced by such failure to notify. In any such proceeding,
        any
        Indemnified Person shall have the right to retain its own counsel, but the
        fees
        and expenses of such counsel shall be at the expense of such Indemnified
        Person
        unless: (i) the Company and the Indemnified Person shall have mutually agreed
        to
        the retention of such counsel; or (ii) in the reasonable judgment of counsel
        to
        such Indemnified Person representation of both parties by the same counsel
        would
        be inappropriate due to actual or potential differing interests between them.
        The Company shall not be liable for any settlement of any proceeding effected
        without its written consent, which consent shall not be unreasonably withheld,
        but if settled with such consent, or if there be a final judgment for the
        plaintiff, the Company shall indemnify and hold harmless such Indemnified
        Person
        from and against any loss or liability (to the extent stated above) by reason
        of
        such settlement or judgment. Without the prior written consent of the
        Indemnified Person, which consent shall not be unreasonably withheld, the
        Company shall not effect any settlement of any pending or threatened proceeding
        in respect of which any Indemnified Person is or could have been a party
        and
        indemnity could have been sought hereunder by such Indemnified Party, unless
        such settlement includes an unconditional release of such Indemnified Person
        from all liability arising out of such proceeding.

      


      9. Miscellaneous.

      


      
        
           

        

        
          -18-

          
            

          

        

        
           

        

      

      9.1 Successors
        and Assigns.
        This
        Agreement may not be assigned by a party hereto without the prior written
        consent of the Company or the Investor, as applicable, provided, however,
        that
        an Investor may assign its rights and delegate its duties hereunder in whole
        or
        in part to an Affiliate or to a third party acquiring some or all of its
        Securities in a private transaction without the prior written consent of
        the
        Company, after notice duly given by such Investor to the Company. The provisions
        of this Agreement shall inure to the benefit of and be binding upon the
        respective permitted successors and assigns of the parties. Nothing in this
        Agreement, express or implied, is intended to confer upon any party other
        than
        the parties hereto or their respective successors and assigns any rights,
        remedies, obligations, or liabilities under or by reason of this Agreement,
        except as expressly provided in this Agreement.

      


      9.2 Counterparts;
        Faxes.
        This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        instrument. This Agreement may also be executed via facsimile, which shall
        be
        deemed an original.

      


      9.3 Titles
        and Subtitles.
        The
        titles and subtitles used in this Agreement are used for convenience only
        and
        are not to be considered in construing or interpreting this
        Agreement.

      


      9.4 Notices.
        Unless
        otherwise provided, any notice required or permitted under this Agreement
        shall
        be given in writing and shall be deemed effectively given as hereinafter
        described (i) if given by personal delivery, then such notice shall be deemed
        given upon such delivery, (ii) if given by telex or telecopier, then such
        notice
        shall be deemed given upon receipt of confirmation of complete transmittal,
        (iii) if given by mail, then such notice shall be deemed given upon the earlier
        of (A) receipt of such notice by the recipient or (B) three days after such
        notice is deposited in first class mail, postage prepaid, and (iv) if given
        by
        an internationally recognized overnight air courier, then such notice shall
        be
        deemed given one business day after delivery to such carrier. All notices
        shall
        be addressed to the party to be notified at the address as follows, or at
        such
        other address as such party may designate by ten days’ advance written notice to
        the other party:

      


      If
        to the
        Company:

      


      Mr.
        Mark
        Gustafson

      Triangle
        Petroleum Corporation

      Suite
        1110, 521-3rd Avenue SW

      Calgary,
        Alberta T2P
        3T3 

      Fax: (403)
        269-3537

      


      With
        a
        copy to:

      


      Sichenzia
        Ross Friedman Ference LLP

      1065
        Avenue of the Americas

      New
        York,
        New York 10010 

      Attention:
        Thomas A. Rose, Esq.

      Fax:
        (212) 930-9725

      


      
        
           

        

        
          -19-

          
            

          

        

        
           

        

      

      If
        to the
        Investor:

      


      Centrum
        Bank AG

      Kirchstrasse
        3

      PO
        Box
        1168

      FL
        - 9490
        Vaduz

      Liechtenstein

      Attention:
        Gerhard Roosli

      Fax: 011-423-238-3605

      


      9.5 Expenses.
        The
        parties hereto shall pay their own costs and expenses in connection herewith.
        In
        the event that legal proceedings are commenced by any party to this Agreement
        against another party to this Agreement in connection with this Agreement
        or the
        other Transaction Documents, the party or parties which do not prevail in
        such
        proceedings shall severally, but not jointly, pay their pro rata share of
        the
        reasonable attorneys’ fees and other reasonable out-of-pocket costs and expenses
        incurred by the prevailing party in such proceedings.

      


      9.6 Amendments
        and Waivers.
        Any
        term of this Agreement may be amended and the observance of any term of this
        Agreement may be waived (either generally or in a particular instance and
        either
        retroactively or prospectively), only with the written consent of the Company
        and the Investor. Any amendment or waiver effected in accordance with this
        paragraph shall be binding upon each holder of any Securities purchased under
        this Agreement at the time outstanding, each future holder of all such
        Securities, and the Company.

      


      9.7 Publicity.
        Except
        as set forth below, no public release or announcement concerning the
        transactions contemplated hereby shall be issued by the Company or the Investor
        without the prior consent of the Company (in the case of a release or
        announcement by the Investor) or the Investor (in the case of a release or
        announcement by the Company) (which consents shall not be unreasonably
        withheld), except as such release or announcement may be required by law
        or the
        applicable rules or regulations of any securities exchange or securities
        market,
        in which case the Company or the Investor, as the case may be, shall allow
        the
        Investor or the Company, as applicable, to the extent reasonably practicable
        in
        the circumstances, reasonable time to comment on such release or announcement
        in
        advance of such issuance. By 8:30 a.m. (New York City time) on the trading
        day
        immediately following the Closing Date, the Company shall issue a press release
        disclosing the consummation of the transactions contemplated by this Agreement.
        No later than the third trading day following the Closing Date, the Company
        will
        file a Current Report on Form 8-K attaching the press release described in
        the
        foregoing sentence as well as copies of the Transaction Documents. In addition,
        the Company will make such other filings and notices in the manner and time
        required by the SEC. Notwithstanding the foregoing, the Company shall not
        publicly disclose the name of any Investor, or include the name of any Investor
        in any filing with the SEC (other than the Registration Statement and any
        exhibits to filings made in respect of this transaction in accordance with
        periodic filing requirements under the 1934 Act) or any regulatory agency
        or
        Nasdaq, without the prior written consent of such Investor, except to the
        extent
        such disclosure is required by law or trading market regulations, in which
        case
        the Company shall provide the Investor with prior notice of such
        disclosure.

      


      
        
           

        

        
          -20-

          
            

          

        

        
           

        

      

      9.8 Severability.
        Any
        provision of this Agreement that is prohibited or unenforceable in any
        jurisdiction shall, as to such jurisdiction, be ineffective to the extent
        of
        such prohibition or unenforceability without invalidating the remaining
        provisions hereof but shall be interpreted as if it were written so as to
        be
        enforceable to the maximum extent permitted by applicable law, and any such
        prohibition or unenforceability in any jurisdiction shall not invalidate
        or
        render unenforceable such provision in any other jurisdiction. To the extent
        permitted by applicable law, the parties hereby waive any provision of law
        which
        renders any provision hereof prohibited or unenforceable in any
        respect.

      


      9.9 Entire
        Agreement.
        This
        Agreement, including the Exhibits and the Disclosure Schedules, and the other
        Transaction Documents constitute the entire agreement among the parties hereof
        with respect to the subject matter hereof and thereof and supersede all prior
        agreements and understandings, both oral and written, between the parties
        with
        respect to the subject matter hereof and thereof.

      


      9.10 Further
        Assurances.
        The
        parties shall execute and deliver all such further instruments and documents
        and
        take all such other actions as may reasonably be required to carry out the
        transactions contemplated hereby and to evidence the fulfillment of the
        agreements herein contained.

      


      9.11 Governing
        Law; Consent to Jurisdiction; Waiver of Jury Trial.
        This
        Agreement shall be governed by, and construed in accordance with, the internal
        laws of the State of Nevada without regard to the choice of law principles
        thereof. Each of the parties hereto irrevocably submits to the exclusive
        jurisdiction of the courts of the State of Nevada and the United States District
        Courts for the purpose of any suit, action, proceeding or judgment relating
        to
        or arising out of this Agreement and the transactions contemplated hereby.
        Service of process in connection with any such suit, action or proceeding
        may be
        served on each party hereto anywhere in the world by the same methods as
        are
        specified for the giving of notices under this Agreement. Each of the parties
        hereto irrevocably consents to the jurisdiction of any such court in any
        such
        suit, action or proceeding and to the laying of venue in such court. Each
        party
        hereto irrevocably waives any objection to the laying of venue of any such
        suit,
        action or proceeding brought in such courts and irrevocably waives any claim
        that any such suit, action or proceeding brought in any such court has been
        brought in an inconvenient forum. EACH
        OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY
        LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS
        BEEN
        CONSULTED SPECIFICALLY AS TO THIS WAIVER.

      [signature
        page follows]


      
        
           

        

        
          -21-

          
            

          

        

        
           

        

      


      


      IN
        WITNESS WHEREOF, the parties have executed this Agreement or caused their
        duly
        authorized officers to execute this Agreement as of the date first above
        written.

       

      
        	 	 	 
	The
                Company:	TRIANGLE
                PETROLEUM CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/ MARK
                GUSTAFSON
	 	
                
Name:
                Mark Gustafson
	 	Title:
                President




       

      
        
           

        

        
          -22-

          
            

          

        

        
           

        

      


      
        	 	 	 
	The
                Investor:	CENTRUM
                BANK AG
	 
 	 
 	 
 
	 	By:  	/s/ JURG
                MUHLETHALER
	 	
                
Name:
                Jurg Muhlethaler
	 	Title:
                Director


      

          

      
        	 	 	 
	 
 	 
 	 
 
	 	By:  	/s/ GERHARD
                ROOSLI
	 	
                
Name:
                Gerhard Roosli
	 	Title:
                Authorized Agent


      

      


      Aggregate
        Purchase Price: $5,000,000

      


      Number
        of
        Warrants: 625,000

      


      
        
           

        

        
          -23-