Filed by Automated Filing Services Inc. (604) 609-0244 - Who's Your Daddy, Inc. - Exhibit 4.6






SECURITIES PURCHASE AGREEMENT 

          THIS
SECURITIES PURCHASE AGREEMENT is made as of the ___ day of October, 2005, by and
among WHO’S YOUR DADDY, INC., a Nevada corporation (the “Company”) and AROUND
THE CLOCK PARTNERS, LP, a Delaware limited partnership (the “Investor.”) 

         
1.      Purchase and Sale of
Common Stock and Warrants. 

         
1.1    Sale and Issuance of Common Stock and Warrants.
Subject to the terms and conditions of this Agreement, Investor agrees to
purchase and the Company agrees to sell and issue to Investor 328,947 shares of
the Company’s Common Stock and Common Stock Purchase Warrants to purchase 35,000
shares of the Company’s Common for the purchase price of $250,000 at the closing
as set forth below. The Warrants shall be exercised at $1.25 per share, have a
five (5) year exercise period and be in the form annexed hereto as Exhibit “A”.
The shares of Common Stock to be sold pursuant to this Agreement are
collectively referred to herein as the “Shares.” The Common Stock Purchase
Warrants to be sold pursuant to this Agreement are collectively referred to
herein as the “Warrants.” The Common Stock being sold herein and pursuant to the
exercise of the Warrants shall be referred to herein as the “Registrable
Securities”.

         
1.2    Closing. The purchase and sale of the Shares shall take
place at the offices of the Investor’s special counsel at 10:30 a.m., on October
27, 2005 or at such other time and place as the Company and Investor agree upon
in writing (which time and place are designated as the “Closing”). At the
Closing the Company shall deliver to Investor a certificate or certificates
representing the Shares and the Warrants that the Investor is purchasing against
payment of $250,000 less the amounts required to be paid by Company to the
Investor at the Closing by wire transfer of immediately available funds to the
to the account or accounts of the Company specified by the Company to
Investor.

         
2.      Representations and Warranties of the
Company.

          Except
as set forth in the Disclosure Schedule delivered to Investor specifically
identifying the relevant subparagraphs hereof or in the Company’s registration
statement on Form SB-2 filed on October 11, 2005, which disclosures shall be
deemed to be representations and warranties made hereunder, the Company hereby
represents and warrants to Investor as follows: 

         
2.1    Organization, Good Standing and Qualification. The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada and has all requisite corporate power and
authority to carry on its business as currently conducted. The Company and each
of its Subsidiaries is duly qualified to transact business and is in good
standing in each jurisdiction in which the failure to so qualify would have a
material adverse effect on its business or properties. True and accurate copies
of the Company’s Articles of Incorporation and Bylaws, each as amended and in
effect at the Closing, have been delivered to the special counsel to the
Investor. 




         
2.2    Capitalization. On the date of this Agreement, the
authorized capital stock of the Company consists of an aggregate of 100,000,000
shares of common stock, $0.001 par value (“Common Stock”), of which 13,996,962
shares are issued and outstanding, and 4,000,000 shares of preferred stock,
$.001 par value (“Preferred Stock”) of which none is issued and outstanding. The
Company has set aside or reserved 400,000 shares of Common Stock for issuance
for the purposes set forth in item 2.2 of the Disclosure Schedule. Other than
the shares described in the Disclosure Schedule, there are no outstanding
rights, options, warrants, preemptive rights, convertible securities, rights of
first refusal or similar rights for the purchase or acquisition from the Company
of any securities of the Company. All outstanding securities of the Company and
each of its Subsidiaries have been issued in compliance with applicable state
and federal securities laws.

         
2.3    Subsidiaries. The Company does not presently own or
control, directly or indirectly, any interest in any other corporation,
association, or other business entity other than the following subsidiaries (the
“Subsidiaries”) specified in the Company’s registration statement on Form SB-2
filed October 11, 2005, each of which is wholly owned by the Company. 

          Each
Subsidiary is a corporation duly organized, validly existing and in good
standing under the laws of the state of its incorporation and has all requisite
corporate power and authority to carry on its business as currently conducted
and proposed to be conducted. There are no outstanding rights, options,
warrants, preemptive rights, convertible securities, rights of first refusal or
similar rights for the purchase, acquisition or issuance of any securities of
the Subsidiaries.

          Neither
the Company nor any of the Subsidiaries is a participant in any joint venture,
partnership, or similar arrangement. 

         
2.4    Authorization. All corporate action on the part of the
Company, its officers, directors and shareholders necessary for the
authorization, execution and delivery of this Agreement, and the performance of
all obligations of the Company hereunder and thereunder, and the authorization,
issuance, sale and delivery of the Shares being sold hereunder has been taken or
will be taken prior to the Closing, and this Agreement, constitutes valid and
legally binding obligations of the Company, enforceable in accordance with their
respective terms, subject to: (i) judicial principles limiting the availability
of specific performance, injunctive relief, and other equitable remedies; (ii)
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect generally relating to or affecting creditors’ rights; and
(iii) limitations on the enforceability of the indemnification provisions
herein. 

         
2.5    Valid Issuance of Common Stock and Warrants. The Shares
and Warrants that are being purchased by the Investor hereunder, when issued,
sold and delivered in accordance with the terms of this Agreement for the
consideration expressed herein, will be duly and validly issued, fully paid, and
nonassessable, and will be free of restrictions on transfer directly or
indirectly created by the Company other than restrictions on transfer under
applicable state and federal securities laws.

2




         
2.6    Governmental Consents. No consent, approval, order or
authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state or local governmental authority on the part of
the Company is required in connection with the offer, sale or issuance of the
Shares or the consummation of any other transaction contemplated hereby, except
for the following: (i) the filing of such notices as may be required under the
Securities Act of 1933, as amended (the “Securities Act”); and (ii) the
compliance with any other applicable state securities laws, which compliance
will have occurred within the appropriate time periods therefor. Based in part
on the representations of the Investor set forth in Section 3 below, the offer,
sale and issuance of the Shares in conformity with the terms of this Agreement
are exempt from the registration requirements of Section 5 of the Securities Act
and from any similar requirement under any applicable state. 

         
2.7    Litigation. The material litigation of the Company and
each of its Subsidiaries is set forth the SEC Reports. There is no action, suit,
proceeding or investigation pending or, to the best of the Company’s knowledge,
currently threatened before any court, administrative agency or other
governmental body against the Company which questions the validity of this
Agreement, or the right of the Company to enter into this Agreement, or to
consummate the transactions contemplated hereby, or which would be reasonably
likely to result, either individually or in the aggregate, in any material
adverse change in the condition (financial or otherwise), business, property,
assets or liabilities of the Company. The foregoing includes, without
limitation, actions, suits, proceedings or investigations pending or, to the
best knowledge of the Company, threatened (or any basis therefor known to the
Company) against the Company and any of its Subsidiaries. The Company is not a
party or subject to, and none of its assets is bound by, the provisions of any
order, writ, injunction, judgment or decree of any court or government agency or
instrumentality which would be reasonably likely to have a material adverse
effect on the Company. 

         
2.8    Employees. To the best knowledge of the Company, no
officer or key employee of the Company or any or its Subsidiaries is in
violation of any current or prior employee contract or proprietary information
agreement. No employees of the Company are represented by any labor union or
covered by any collective bargaining agreement. There is no pending or, to the
best of the Company’s knowledge, threatened labor dispute involving the Company
or any of its Subsidiaries and any group of its employees. 

         
2.9    Patents and Trademarks. The Company has sufficient title
to and ownership of all trade secrets, and, to its knowledge, copyrights,
information, proprietary rights and processes, patents, trademarks, service
marks and trade names necessary for its business as now conducted and as
proposed to be conducted without any material conflict with or infringement of
the rights of others. There are no material outstanding options, licenses, or
agreements of any kind relating to the foregoing, nor is the Company bound by or
a party to any material options, licenses or agreements of any kind with respect
to the patents, trademarks, service marks, trade names, copyrights, trade
secrets, licenses, information, proprietary rights and processes of any other
person or entity. The Company has not received any written, or to its knowledge,
oral communications alleging that the Company has violated or, by conducting its
business as proposed, would violate any of the patents, trademarks, service
marks, trade names, copyrights or trade secrets or other proprietary rights of
any other person or entity. To the 

3




Company’s knowledge, none of the Company’s employees is
obligated under any contract (including licenses, covenants or commitments of
any nature) or other agreement, or subject to any judgment, decree or order of
any court or administrative agency, that would interfere with the use of his or
her best efforts to promote the interests of the Company or that would conflict
with the Company’s business. Each of the foregoing representations and
warranties apply to each of the Subsidiaries.

         
2.10   Compliance with Other Instruments. The Company is not in
violation or default of any provision of its Articles of Incorporation or
Bylaws, each as amended and in effect on and as of the Closing. The Company has
complied with and is not in violation or default of any material provision of
any instrument, mortgage, deed of trust, loan, contract, commitment, judgment,
decree, order or obligation to which it is a party or by which it or any of its
properties or assets are bound which would materially adversely affect the
condition (financial or otherwise), business, property, assets or liabilities of
the Company or, to the best of its knowledge, of any provision of any federal,
state or local statute, rule or governmental regulation which would materially
adversely affect the condition (financial or otherwise), business, property,
assets or liabilities of the Company. The execution, delivery and performance of
and compliance with this Agreement, and the issuance and sale of the Shares and
Warrants, will not result in any such violation, be in conflict with or
constitute, with or without the passage of time or giving of notice, a default
under any such provision, require any consent or waiver under any such provision
(other than any consents or waivers that have been obtained), or result in the
creation of any mortgage, pledge, lien, encumbrance or charge upon any of the
properties or assets of the Company pursuant to any such provision. Each of the
foregoing representations and warranties apply to each of the Subsidiaries.

         
2.11   Permits. The Company has all franchises, permits, licenses, and
any similar authority necessary for the conduct of its business as now being
conducted by it, the lack of which could reasonably be expected to materially
and adversely affect the business, properties, prospects, or financial condition
of the Company, and the Company believes it can obtain, without undue burden or
expense, any similar authority for the conduct of its business as planned to be
conducted. The Company is not in default in any material respect under any of
such franchises, permits, licenses, or other similar authority. Each of the
foregoing representations and warranties apply to each of the Subsidiaries.

         
2.12   Compliance with Laws. To the best of its knowledge, the Company
is not in violation of any applicable statute, law or regulation relating to the
environment, occupational health and safety, fair trade and business practices,
competition, sale of securities, the Sarbanes-Oxley Act of 2002 or any other
statute, law or regulation, and to the best of its knowledge, no material
additional expenditures are or will be required in order to comply with any such
existing statute, law or regulation. The Company has not received any written,
or to its knowledge, oral communications alleging that the Company has violated
any such statute, law or regulation. Each of the foregoing representations and
warranties apply to each of the Subsidiaries.

4




         
2.13   Disclosure. No representation, warranty or statement by the
Company in this Agreement, or in any written statement or certificate furnished
to the Investor pursuant to this Agreement, contains any untrue statement of a
material fact or, when taken together, omits to state a material fact necessary
to make the statements made herein or therein, in light of the circumstances
under which they were made, not misleading. However, as to any projections
furnished to the Investor, such projections were prepared in good faith by the
Company, but the Company makes no representation or warranty that it will be
able to achieve such projections. 

         
2.14   Title to Property and Assets. Except as set forth in the SEC
Reports, the Company has good and marketable title to all of its properties and
assets free and clear of all mortgages, liens and encumbrances, except liens for
current taxes and assessments not yet due and possible minor liens and
encumbrances which do not, in any case, in the aggregate, materially detract
from the value of the property subject thereto or materially impair the
operations of the Company. With respect to the property and assets it leases,
the Company is in compliance with such leases and, to the best of its knowledge,
holds a valid leasehold interest free of all liens, claims or encumbrances. The
Company’s properties and assets are in good condition and repair in all material
respects. Each of the foregoing representations and warranties apply to each of
the Subsidiaries.

         
2.15   SEC Reports; Financial Statements. The Company has filed all
required forms, reports and documents with the SEC since December 31, 2004
(collectively, the “SEC Reports”), each of which has complied with applicable
requirements of the Securities Act and the Securities Exchange Act of 1934 (the
“Exchange Act”). As of their respective dates, none of the SEC Reports,
including, without limitation, any financial statements or schedules included
therein, contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading. The audited consolidated financial statements and unaudited
consolidated interim financial statements of the Company included in the SEC
Reports fairly present, in conformity with generally accepted accounting
principles applied on a consistent basis (except as may be indicated in the
notes thereto), the consolidated financial position of the Company and its
consolidated subsidiaries as of the dates thereof and their consolidated results
of operations and cash flows for the periods then ended (subject to normal
year-end adjustments in the case of any unaudited interim financial statements).


          Except
as reflected or reserved against in the latest consolidated balance sheet of the
Company included in the SEC Reports (the “latest balance sheet”), the Company
and its subsidiaries have no liabilities of any nature (whether arising out of
contract, tort, statute or otherwise and whether direct or indirect, accrued,
matured or unmatured, asserted or unasserted, absolute, contingent or otherwise)
which would be required to be reflected on a balance sheet prepared in
accordance with generally accepted accounting principles (all of such
liabilities being collectively referred to as “Liabilities”), except for
liabilities incurred in the ordinary course of business since the date of the
latest balance sheet which would not, individually or in the aggregate, have a
material adverse effect on the Company. 

5




          The
Company has not received any written or oral communications indicating that
there are any deficiencies in the Company’s disclosure controls and procedures
or internal controls over financial reporting.

         
2.16   Agreements; Action. 

              
(a)      There are no agreements, understandings or
proposed transactions between the Company and any of its officers, directors,
affiliates, or any affiliate thereof. 

              
(b)      There are no agreements, understandings,
instruments, contracts, proposed transactions, judgments, orders, writs or
decrees to which the Company is a party or by which it is bound that may involve
(i) obligations (contingent or otherwise) of, or payments by the Company in
excess of, $100,000, or (ii) provisions restricting or adversely affecting the
conduct of the Company’s business or operations.

              
(c)      Since June 30, 2005 the Company has not (i)
declared or paid any dividends or authorized or made any distribution upon or
with respect to any class or series of its capital stock, (ii) incurred any
indebtedness for money borrowed or any other liabilities individually in excess
of $100,000 or, in the case of indebtedness and/or liabilities individually less
than $100,000, in excess of $250,000 in the aggregate, (iii) made any loans or
advances to any person, other than ordinary advances for travel expenses, or
(iv) sold, exchanged or otherwise disposed of any of its assets or rights, other
than the sale of its inventory in the ordinary course of business. 

              
(d)      For the purposes of subsections (b) and (c)
above, all indebtedness, liabilities, agreements, understandings, instruments,
contracts and proposed transactions involving the same person or entity
(including persons or entities the Company has reason to believe are affiliated
therewith) shall be aggregated for the purpose of meeting the individual minimum
dollar amounts of such subsections. 

              
(e)      The Company is not a party to and is not bound
by any contract, agreement or instrument, or subject to any restriction under
its Articles of Incorporation or its Bylaws that adversely affects its business
as now conducted or as proposed to be conducted, its properties or its financial
condition. 

              
(f)      The Company and each of its Subsidiaries has
no outstanding loans to its officers or directors.

         
2.17   Tax Returns and Audits. The Company has accurately prepared all
United States income tax returns and all state and municipal tax returns
required to be filed by it, if any, has paid all taxes, assessments, fees and
charges when and as due under such returns and has made adequate provision for
the payment of all other taxes, assessments, fees and charges shown on such
returns or on assessments received by the Company, where, if not paid or filed
or prepared correctly, would not have a material adverse effect on the Company.
To the best of the Company’s knowledge, no deficiency assessment or proposed
adjustment of the 

6




Company’s United States income tax or state or municipal taxes
is pending. Each of the foregoing representations and warranties apply to each
of the Subsidiaries.

         
2.18   Shareholder Agreements. There are no agreements between the
Company and any of the Company’s shareholders, or to the best knowledge of the
Company, among any of the Company’s shareholders, which in any way affect any
shareholder’s ability or right freely to alienate or vote such shares (except
restrictions designed to provide compliance with securities laws). 

         
2.19   Brokers or Finders. The Company has not agreed to incur,
directly or indirectly, any liability for brokerage or finders’ fees, agents’
commissions or other similar charges in connection with this Agreement or any of
the transactions contemplated hereby. 

         
2.20   Absence of Certain Changes. Since December 31, 2004, except as
specifically disclosed in the SEC Reports filed on or prior to the date of this
Agreement, neither the Company nor any of its Subsidiaries has entered into any
transaction, or conducted its business or operations, other than in the ordinary
course of business consistent with past practice. Since June 30, 2005 except as
specifically disclosed in the SEC Reports filed on or prior to the date of this
Agreement there has not been any material adverse change in the business,
assets, liabilities, results of operations, properties, financial or operating
condition or prospects of the Company and its subsidiaries, taken as a whole,
nor has there been any material adverse change in the ability of the Company to
perform its obligations under this Agreement or consummate the transactions
contemplated hereby. 

         
2.21   Insurance. The Company and each of its Subsidiaries maintains
insurance of the type and in the amount reasonably adequate for its business,
covering such risks customarily insured against by similarly situated companies,
all of which insurance is in full force and effect. 

         
2.22   Other Offerings. 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 security or solicited any offers to
buy any security under circumstances that would cause the offer of the Stock and
Warrants pursuant to this Agreement to be integrated with prior offerings by the
Company for purposes of the Securities Act of 1933 or any applicable stockholder
approval provisions, including, without limitation, under the rules and
regulations of the Bulletin Board. Nor will the Company or any of its Affiliates
take any action or steps that would cause the offer or issuance of the Stock and
Warrants to be integrated with other offerings. The Company will not conduct any
offering other than the transactions contemplated hereby that will be integrated
with the offer or issuance of the Stock and Warrants. 

          3.0    Representations
  and Warranties of the Investor.

          Investor
hereby represents and warrants that: 

         
3.1    Experience. Investor is experienced in evaluating
companies such as the Company, is able to fend for itself in transactions such
as the one contemplated by this 

7




Agreement, has such knowledge and experience in financial and
business matters that such Investor is capable of evaluating the merits and
risks of Investor’s prospective investment in the Company, and has the ability
to bear the economic risks of the investment. 

         
3.2    Investment. Investor is acquiring the Shares for
investment for such Investor’s own account and not with the view to, or for
resale in connection with, any distribution thereof. Such Investor understands
that the Shares have not been registered under the Securities Act by reason of a
specific exemption from the registration provisions of the Securities Act which
depends upon, among other things, the bona fide nature of the investment intent
as expressed herein. Such Investor further represents that it does not have any
contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participation to any third person with respect to any of the
Shares. Such Investor understands and acknowledges that the offering of the
Shares pursuant to this Agreement will not be registered under the Securities
Act on the ground that the sale provided for in this Agreement and the issuance
of securities hereunder is exempt from the registration requirements of the
Securities Act. 

         
3.3    Transfer. Investor covenants that, in the absence of an
effective registration statement covering the Shares, Investor will sell,
transfer, or otherwise dispose of the Shares only in a manner consistent with
Investor’s representations and covenants set forth in this Section 3. In
connection therewith, Investor acknowledges that the Company will make a
notation on its stock books regarding the restrictions on transfers set forth in
this Section 3 and will transfer securities on the books of the Company only to
the extent not inconsistent therewith. 

         
3.5    Access to Data. Investor has received and reviewed
information about the Company and has had an opportunity to discuss the
Company’s business, management and financial affairs with its management and to
review the Company’s facilities. Investor understands that such discussions, as
well as any written information issued by the Company, were intended to describe
the aspects of the Company’s business and prospects which the Company believes
to be material, but were not necessarily a thorough or exhaustive description.
The foregoing, however, does not limit or modify the representations and
warranties of the Company in Section 2 of this Agreement or the right of the
Investor to rely thereon. 

         
3.6    Authorization. This Agreement when executed and delivered
by Investor will constitute a valid and legally binding obligation of the
Investor, enforceable in accordance with its terms, subject to: (i) judicial
principles respecting election of remedies or limiting the availability of
specific performance, injunctive relief, and other equitable remedies; (ii)
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect generally relating to or affecting creditors’ rights; and
(iii) limitations on the enforceability of the indemnification provisions
herein. 

         
3.7    Accredited Investor. Investor acknowledges that it is an
“accredited investor” as defined in Rule 501 of Regulation D as promulgated by
the Securities and Exchange Commission under the Securities Act and shall submit
to the Company such further assurances 

8




of such status as may be reasonably requested by the Company.
For state securities law purposes, the principal address of the Investor is that
set forth below. 

         
4.0    Conditions of Investor’s
Obligations at Closing.

          The
obligations of Investor under Section 1 of this Agreement are subject to the
fulfillment on or before Closing of each of the following conditions, the waiver
of which shall not be effective against Investor without its consent in writing
thereto: 

         
4.1    Representations and Warranties. The representations and
warranties of the Company contained in Section 2 shall be true on and as of the
Closing with the same effect as though such representations and warranties had
been made on and as of the date of Closing.

         
4.2    Performance. The Company shall have performed and complied
with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before each Closing.


         
4.3    Compliance Certificate. The Company shall deliver to
Investor at the Closing a certificate stating that the conditions specified in
Sections 4.1 and 4.2 have been fulfilled and stating that there shall have been
no material adverse change in the business, affairs, prospects, operations,
properties, assets or condition of the Company since the date of this Agreement.


         
4.4    Blue Sky. The Company shall have obtained all necessary
permits and qualifications, if any, or secured an exemption therefrom, required
by any state or country prior to the offer and sale of the Shares. 

         
4.5    Opinion of Company Counsel. Investor shall have received
from counsel for the Company, an opinion, dated as of each Closing, reasonably
satisfactory to the Investor and its counsel.

         
5.0    Conditions of the Company’s Obligations at
Closing.

          The
obligations of the Company to Investor under this Agreement are subject to the
fulfillment on or before each Closing of each of the following conditions by the
Investor: 

         
5.1    Representations and Warranties. The representations and
warranties of the Investor contained in Section 3 shall be true on and as of
Closing with the same effect as though such representations and warranties had
been made on and as of the said Closing. 

         
5.2    Payment of Purchase Price. The Investor shall have
delivered the purchase price specified in Section 1 against delivery of the
Shares and Warrants.

         
5.3    Blue Sky. The Company shall have obtained all necessary
permits and qualifications, if any, or secured an exemption therefrom, required
by any state or country for the offer and sale of the Shares and Warrants. 

9




         
5.4    Proceedings and Documents. All corporate and other
proceedings in connection with the transactions contemplated at each Closing
herein, and all documents and instruments incident to these transactions, shall
be reasonably satisfactory in substance to the Company and its counsel. 

         
6.     
Miscellaneous.

         
6.1    Governing Law. This Agreement shall be governed in all
respects by the laws of the State of Florida, without regard to any provisions
thereof relating to conflicts of laws among different jurisdictions. 

         
6.2    Survival. The representations, warranties, covenants and
agreements made herein shall survive any investigation made by Investor and the
closing of the transactions contemplated hereby for a period of three (3) years,
whereupon they shall cease and be of no further force and effect. All statements
as to factual matters contained in any certificate or exhibit delivered by or on
behalf of the Company pursuant hereto shall be deemed to be the representations
and warranties of the Company hereunder as of such date of such certificate or
exhibit. 

         
6.3    Successors and Assigns. Except as otherwise provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto, including subsequent holders of the Registrable Securities.

         
6.4    Entire Agreement; Amendment. This Agreement documents
referred to herein constitutes the final, complete, and exclusive statement of
the terms of the agreement between the parties pertaining to the subject matter
of this Agreement and supersedes all prior and contemporaneous understandings or
agreements of the parties. This Agreement may not be contradicted by evidence of
any prior or contemporaneous statements or agreements. No party has been induced
to enter into this Agreement by, nor is any party relying on, any
representation, understanding, agreement, commitment or warranty outside those
expressly set forth in this Agreement. Neither this Agreement nor any term
hereof may be amended, waived, discharged or terminated other than by a written
instrument signed by the party against whom enforcement of any such amendment,
waiver, discharge or termination is sought.

         
6.5    Notices, Etc. Any notices required or permitted to be
given hereunder shall be given in writing and shall be delivered (a) in person,
(b) by certified mail, postage prepaid, return receipt requested, (c) by
facsimile, or (d) by a commercial overnight courier that guarantees next day
delivery and provides a receipt, and such notices shall be addressed as follows:


	if to Investor, to: 	Wayne Anderson, Managing Member    
    
	  	Around the Clock Trading and Capital
      Management, LLC 
	  	33 6th Street South    
  
	  	Suite 204     
	  	St. Petersburg, FL 33701    
  


10





	  	Fax: 727-895-1395 
	  	  
	with a copy by fax only to: 	Joel Bernstein, Esq., 
	  	2666 Tigertail Avenue, 
		Suite 104,
	  	Miami, FL 33133, 
	  	  
	  	Fax: 786-513-8522 
	  	  
	if to the Company, to: 	President 
	  	Who’s Your Daddy, Inc. 
	  	3131 Camino del Rio, North, Suite 1650 
	  	San Diego, California 92108 
	  	  
	  	Fax:
________________________


or to such other address as either party may from time to time
specify in writing to the other party. Any notice shall be effective only upon
delivery, which for any notice given by facsimile shall mean notice which has
been received by the party to whom it is sent as evidenced by confirmation slip.


         
6.6    Delays or Omissions. No delay or omission to exercise any
right, power or remedy accruing to any holder of any Shares upon any breach or
default of the Company under this Agreement shall impair any such right, power
or remedy of such holder, nor shall it be construed to be a waiver of any such
breach or default, or an acquiescence therein, or of or in any similar breach or
default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring. Any waiver, permit, consent or approval of any kind or
character on the part of any holder of any breach or default under this
Agreement, or any waiver on the part of any holder of any provisions or
conditions of this Agreement, must be in writing and shall be effective only to
the extent specifically set forth in such writing or as provided in this
Agreement. All remedies, either under this Agreement or by law or otherwise
afforded to any holder, shall be cumulative and not alternative. 

         
6.7    Certificate Legend. The Shares and Warrants which are the
subject of this Agreement, and any replacement shares and warrants, shall
contain a legend substantially as follows: “THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR UNDER
APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION,
PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH
OPINION IS REASONABLY SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY
OF SUCH EXEMPTION. THE FOREGOING RESTRICTIONS EXPIRE 

11




WITHOUT FURTHER ACTION TWO YEARS FROM THE DATE OF ORIGINAL
ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE.” 

         
6.8    Expenses. Except as otherwise set forth herein, Company
and Investor shall bear their own expenses incurred on its behalf with respect
to this Agreement and the transactions contemplated hereby. 

         
(a)    Management Fee. The Company will reimburse the Investor
for a management fee payable to Around the Clock Trading and Capital Management,
LLC in the amount of $5,000. The reimbursement may be taken by the Investor as a
credit against the Purchase Price at the Closing.

         
(b)    Other Expenses. The Company shall pay Investor’s legal
fees and expenses up to $10,000, in connection with this Agreement and the
purchase and sale of the Shares and Warrants which may be taken by the Investor
as a credit against the Purchase Price at the Closing. 

         
6.9    Finder’s Fee. The Company and the Investors shall each
indemnify and hold the other harmless from any liability for any commission or
compensation in the nature of a finder’s fee (including the costs, expenses and
legal fees of defending against such liability) for which the Company or the
Investor, or any of their respective partners, employees, or representatives, as
the case may be, is responsible. 

         
6.10   Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument. 

         
6.11   Severability. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision; provided that no such severability shall be effective if
it materially changes the economic benefit of this Agreement to any party.

         
6.12   Facsimile Signatures. This Agreement may be executed by fax.
Any signature page delivered by a fax machine or facsimile copy machine shall be
binding to the same extent as an original signature page, with regard to any
agreement subject to the terms hereof or any amendment thereto. Any party who
delivers such a signature page agrees to later deliver an original counterpart
to any party which requires it.

         
6.13   Representation on Authority of Signatories. Each person signing
this Agreement represents and warrants that he or she is duly authorized and has
legal capacity to execute and deliver this Agreement.

         
7.0    Registration of the Shares; Compliance with the
Securities Act. 

         
7.1    Registration Procedures and Expenses. The Company shall:


12




         
(a)    No later than forty five (45) days after the date of the
Closing (the “Filing Date”), the Company shall prepare and file with the
Securities and Exchange Commission (“Commission”) a Registration Statement
covering the resale of all of the Registrable Securities for an offering to be
made on a continuous basis pursuant to Rule 415. The Registration Statement
required hereunder shall be on Form S-3 (except if the Company is not then
eligible to register for resale the Registrable Securities on Form S-3, in which
case the Registration shall be on another appropriate form in accordance
herewith). The Registration Statement required hereunder shall contain (except
if otherwise directed by the Investor) substantially the “Plan of Distribution”
attached hereto as Exhibit B. The Registration Statement required hereunder
shall not cover any securities other than the Registrable Securities without the
written consent of the Investor. The Company shall use its best efforts to cause
the Registration Statement to be declared effective under the Securities Act as
promptly as possible after the filing thereof, but in any event not later than
ninety (90) days after date of filing (the “Effectiveness Date”), and shall use
its best efforts to keep the Registration Statement continuously effective under
the Securities Act until the date when all Registrable Securities covered by the
Registration Statement have been sold or may be sold without volume restrictions
pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to
a written opinion letter to such effect, addressed and acceptable to the
Company’s transfer agent and the Investor (the “Effectiveness Period”). The
Company will not file any other registration statement under the Securities Act
of 1933 or amend any registration statements currently filed with the Commission
until the Registration Statement covering the Registrable Securities has been
declared effective by the Commission; 

         
(b)    notify the Company of the Commission’s willingness to
declare the Registration Statement effective as soon as practicable after the
Registration Statement is filed by the Company; 

         
(c)    promptly prepare and file with the Commission such
amendments and supplements to the Registration Statement and the prospectus used
in connection therewith as may be necessary to keep the Registration Statement
effective throughout the Effectiveness Period. 

         
(d)    furnish to the Investor with respect to the Shares
registered under the Registration Statement (and to each underwriter, if any, of
such Shares) such number of copies of prospectuses and such other documents as
the Investor may reasonably request, in order to facilitate the public sale or
other disposition of all or any of the Shares by the Investor; 

         
(e)    file documents required of the Company for normal blue sky
clearance in up to two states specified in writing by the Investor; provided,
however, that the Company shall not be required to qualify to do business or
consent to service of process in any jurisdiction in which it is not now so
qualified or has not so consented; 

         
(f)    notify the Investor on the day that the Registration
Statement is declared effective; 

         
(g)    notify the Investor, at the time when a prospectus
relating to the Shares is required to be delivered under the Securities Act, on
the day of the happening of any event as a result of 

13




which the prospectus included in the Registration Statement
contains an untrue statement of a material fact or omits any fact necessary to
make the statements in the prospectus not misleading; and in such event, prepare
a supplement or amendment to the prospectus so that, when delivered to a
purchaser of the Shares, the prospectus, as supplemented or amended, does not
contain an untrue statement of a material fact or omit to state any fact
necessary to make the statements in the prospectus not misleading, and notify
the Investor on the day of the filing of such supplement or amendment; 

         
(h)    cause all such Shares to be listed on the Nasdaq Stock
Market or listed on any other market on which the Company’s shares of common
stock are traded; 

         
(i)    make available for inspection by Investor, any underwriter
participating in any disposition pursuant to the Registration Statement and any
attorney, account or other agent retained by any Investor or any such
underwriter, all financial and other records, pertinent corporate documents and
properties of the Company, and cause the Company’s officers, employees and
independent accountants to supply all information reasonably requested by
Investor or any such underwriter, attorney, accountant or agent in connection
with the Registration Statement; 

         
(j)    in the event of the issuance of any stop order suspending
the effectiveness of the Registration Statement, or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of
any securities included in the Registration Statement for sale in any
jurisdiction, notify Investor on the day of such issuance, use its best efforts
promptly to obtain the withdrawal of such order, and notify Investor on the day
of such withdrawal;

         
(k)    bear all expenses in connection with the procedures in
paragraphs (a) through (j) of this Section 7.1 and the registration of the
Shares pursuant to the Registration Statement, other than fees and expenses, if
any, of counsel or other advisers to the Investor or underwriting discounts,
brokerage fees and commissions incurred by the Investor, and 

         
(l)    forward to the Investor: (i) a copy of the Registration
Statement and any amendment or supplement and correspondence related thereto to
the Investor at least one (1) business day prior to filing with the Commission
and (ii) a copy of any comment letters received from the Commission by the
Company or its counsel relating to the Registration Statement and any amendments
or supplements not later than one (1) business day after receipt from the
Commission.

         
(m)    at any time until all the Registrable Securities are sold,
the Company proposes (whether voluntarily or by reason of an obligation to a
third party) the registration of any shares of the Company’s Stock, the Company
shall give written notice thereof to the Investor and the Investor shall have
the right, exercisable in writing within twenty (20) business days after receipt
of such notice, to demand inclusion of all or a portion of the Investor’s
Registrable Securities in the registration statement. If the Investor exercises
this election, the Common Stock so designated, shall be included in the
registration statement at no cost or expense to the Investor. The Company shall
not be required to include any Common Stock in a registration 

14




statement for an underwritten public offering unless the
Investor accepts the terms of the underwriting as agreed upon between the
Company and the underwriters selected by the Company. If, in the written opinion
of the managing underwriter, the registration of all, or part of, the Common
Stock requested by the Investor and other holders of the Company’s Common Stock
to be included in the registration exceeds the number of shares of Common Stock
that can be sold without adversely affecting the marketability of the offering,
then the Company shall be required to include in the underwriting only that
amount of the Common Stock requested by the Investor and such other holders that
can be sold without causing such adverse effect on a pro-rata basis. 

         
7.2    Transfer of Shares After Registration; Regulation M. The
Investor agrees that it will not effect any disposition of the Shares or
Warrants or its right to purchase the Shares or Warrants that would constitute a
sale within the meaning of the Securities Act, except as permitted under the
Securities Act and the Rules and Regulations promulgated thereunder, and that it
will promptly notify the Company of any changes in the information set forth in
the Registration Statement regarding the Investor or its plan of distribution.
Investor has been advised of the requirements of Regulation M under the Exchange
Act which may limit the timing of purchase and sales of the Company’s securities
during a distribution pursuant the Registration Statement.

         
7.3    Indemnification. For the purpose of this Section 7.3: 

         
(i)    the term “Investor/Affiliate” shall mean any affiliates of
the Investor and any person who controls the Investor or any affiliate of the
Investor within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act and any underwriter for Investor; and 

         
(ii)    the term “Registration Statement” shall include any final
prospectus, exhibit, supplement or amendment included in or relating to, and any
document incorporated by reference in, the Registration Statement referred to in
Section 7.1. 

         
(a)    The Company agrees to indemnify and hold harmless the
Investor and Investor/Affiliate, against any losses, claims, damages,
liabilities or expenses, joint or several, to which Investor or such
Investor/Affiliates may become subject, under the Securities Act, the Exchange
Act, or any other federal or state statutory law or regulation, or at common law
or otherwise (including in settlement of any claims or litigation, if such
settlement is effected with the written consent of the Company), insofar as such
losses, claims, damages, liabilities or expenses (or actions in respect thereof
as contemplated below) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the Registration
Statement, including the prospectus, financial statements and schedules, and all
other documents filed as a part thereof, as amended at the time of effectiveness
of the Registration Statement, including any information deemed to be a part
thereof as of the time of effectiveness pursuant to paragraph (b) of Rule 430A,
or pursuant to Rule 434, of the Rules and Regulations, or the prospectus, in the
form first filed with the Commission pursuant to Rule 424(b) of the Rules and
Regulations, or filed as part of the Registration Statement at the time of
effectiveness if no Rule 424(b) filing is required (the “Prospectus”), or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to 

15




state in any of them a material fact required to be stated
therein or necessary to make the statements in the Registration Statement or any
amendment or supplement thereto not misleading or in the Prospectus or any
amendment or supplement thereto not misleading in the light of the circumstances
under which they were made, or arise out of or are based in whole or in part on
any inaccuracy in the representations and warranties of the Company contained in
this Agreement, or any failure of the Company to perform its obligations
hereunder or under law, and will reimburse Investor and each such
Investor/Affiliate for any legal and other expenses as such expenses are
reasonably incurred by such Investor or such Investor/Affiliate in connection
with investigating, defending, settling, compromising or paying any such loss,
claim, damage, liability, expense or action; provided, however, that the Company
will not be liable in any such case to the extent that any such loss, claim,
damage, liability or expense arises out of or is based upon (i) an untrue
statement or alleged untrue statement or omission or alleged omission made in
the Registration Statement, the Prospectus or any amendment or supplement
thereto in reliance upon and in conformity with written information furnished to
the Company by or on behalf of the Investor expressly for use therein, or (ii)
the failure of such Investor to comply with the covenants and agreements
contained in Sections 3.3 or 7.2 hereof respecting the sale of the Shares or
Warrants, or (iii) the inaccuracy of any representations made by such Investor
herein or (iv) any statement or omission in any Prospectus or any amendment or
supplement thereto that is corrected in any subsequent Prospectus or any
amendment or supplement thereto that was delivered to the Investor prior to the
pertinent sale or sales by the Investor. 

         
(b)    Investor will indemnify and hold harmless the Company,
each of the Company’s directors, each of the Company’s officers who signed the
Registration Statement and each person, if any, who controls the Company within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act, against any losses, claims, damages, liabilities or expenses to which the
Company, each of its directors, each of its officers who signed the Registration
Statement, or any of their respective controlling persons may become subject,
under the Securities Act, the Exchange Act, or any other federal or state
statutory law or regulation, or at common law or otherwise (including in
settlement of any claim or litigation, if such settlement is effected with the
written consent of such Investor) insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof as contemplated below)
arise out of or are based upon (i) any failure to comply with the covenants and
agreements contained in Sections 3.3 or 7.2 hereof respecting the sale of the
Shares or Warrants or (ii) the inaccuracy of any representation made by such
Investor herein or (iii) any untrue or alleged untrue statement of any material
fact contained in the Registration Statement, the Prospectus, or any amendment
or supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements in the Registration Statement or any amendment
or supplement thereto not misleading or in the Prospectus or any amendment or
supplement thereto not misleading in the light of the circumstances under which
they were made, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission was
made in the Registration Statement, the Prospectus, or any amendment or
supplement thereto, in reliance upon and in conformity with written information
furnished to the Company or approved by the Investor expressly for use therein,
and will reimburse the Company and each of the Company’s directors, each of its
officers who signed the Registration 

16




Statement or controlling person for any legal and other expense
reasonably incurred by the Company, each of the Company’s directors, each of its
officers who signed the Registration Statement or controlling person in
connection with investigating, defending, settling, compromising or paying any
such loss, claim, damage, liability, expense or action; provided, however, that
the liability of Investor hereunder shall not exceed the net proceeds recognized
by such Investor upon the sale of the Shares. 

         
(c)    Promptly after receipt by an indemnified party under this
Section 7.3 of notice of the threat or commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against an
indemnifying party under this Section 7.3 promptly notify the indemnifying party
in writing thereof, but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party for
contribution or otherwise than under the indemnity agreement contained in this
Section 7.3 or to the extent it is not prejudiced as a result of such failure.
In case any such action is brought against any indemnified party and such
indemnified party seeks or intends to seek indemnity from an indemnifying party,
the indemnifying party will be entitled to participate in, and, to the extent
that it may wish, jointly with all other indemnifying parties similarly
notified, to assume the defense thereof with counsel reasonably satisfactory to
such indemnified party; provided, however, if the defendants in any such action
include both the indemnified party and the indemnifying party and, based upon
the advice of such indemnified party’s counsel, the indemnified party shall have
reasonably concluded that there may be a conflict of interest between the
positions of the indemnifying party and the indemnified party in conducting the
defense of any such action or that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party, the indemnified party or parties shall have
the right to select separate counsel to assume such legal defenses and to
otherwise participate in the defense of such action on behalf of such
indemnified party or parties. Upon receipt of notice from the indemnifying party
to such indemnified party of its election so to assume the defense of such
action and approval by the indemnified party of counsel, the indemnifying party
will not be liable to such indemnified party under this Section 7.3 for any
legal or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof unless (i) the indemnified party shall have
employed such counsel in connection with the assumption of legal defenses in
accordance with the proviso to the preceding sentence (it being understood,
however, that the indemnifying party shall not be liable for the expenses of
more than one separate counsel, representing the indemnified parties who are
parties to such action, plus local counsel, if appropriate) or (ii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after notice of commencement of action, in each of which cases the
reasonable fees and expenses of counsel shall be at the expense of the
indemnifying party. 

         
(d)    If the indemnification provided for in this Section 7.3 is
required by its terms but is for any reason held to be unavailable to or
otherwise insufficient to hold harmless an indemnified party under paragraphs
(a) or (b) of this Section 7.3 in respect to any losses, claims, damages,
liabilities or expenses referred to herein, then each applicable indemnifying
party shall contribute to the amount paid or payable by such indemnified party
as a result of any losses, claims, damages, liabilities or expenses referred to
herein in such proportion as is 

17




appropriate to reflect the relative benefits received by the
Company and the Investor from the placement of the Common Stock contemplated by
this Agreement and the relative fault of the Company and the Investor in
connection with the statements or omissions or inaccuracies in the
representations and warranties in this Agreement that resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and Investor on the other shall be deemed to be in the same proportion
as the amount paid by such Investor to the Company pursuant to this Agreement
for the Shares purchased by such Investor that were sold pursuant to the
Registration Statement bears to the difference (the “Difference”) between the
amount such Investor paid for the Shares that were sold pursuant to the
Registration Statement and the amount received by such Investor from such sale.
The relative fault of the Company on the one hand and Investor on the other
shall be determined by reference to, among other things, whether the untrue or
alleged statement of a material fact or the omission or alleged omission to
state a material fact or the inaccurate or the alleged inaccurate representation
and/or warranty relates to information supplied by the Company or by such
Investor and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid or
payable by a party as a result of the losses, claims, damages, liabilities and
expenses referred to above shall be deemed to include, subject to the
limitations set forth in paragraph (c) of this Section 7.3, any legal or other
fees or expenses reasonably incurred by such party in connection with
investigating or defending any action or claim. The provisions set forth in
paragraph (c) of this Section 7.3 with respect to the notice of the threat or
commencement of any action shall apply if a claim for contribution is to be made
under this paragraph (d); provided, however, that no additional notice shall be
required with respect to any threat or action for which notice has been given
under paragraph (c) for purposes of indemnification. The Company and Investor
agree that it would not be just and equitable if contribution pursuant to this
Section 7.3 were determined solely by pro rata allocation (even if the Investor
were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to in this paragraph. Notwithstanding the provisions of this Section 7.3,
Investor shall not be required to contribute any amount in excess of the amount
by which the Difference exceeds the amount of any damages that such Investor has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. Notwithstanding the provisions of
this Section 7.3, the Investor shall not be required to contribute any amount in
excess of the gross proceeds received by the Investor for the sales of Shares
under the Agreements. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

         
7.4    Termination of Conditions and Obligations. The conditions
precedent imposed by Section 6 or this Section 7 upon the transferability of the
Shares shall cease and terminate as to any particular number of the Shares upon
the passage of two years from the effective date of the Registration Statement
covering such Shares or at such time as an opinion of counsel satisfactory in
form and substance to the Company shall have been rendered to the effect that
such conditions are not necessary in order to comply with the Securities Act.


         
7.5    Information Available. During the Effectiveness Period,
the Company will 

18




furnish or make available to the Investor: 

         
(a)    as soon as practicable after available one copy of (i) its
Annual Report to Stockholders (which Annual Report shall contain financial
statements audited in accordance with generally accepted accounting principles
by a national firm of certified public accountants), (ii) if not included in
substance in the Annual Report to Stockholders, upon the request of the
Investor, its Annual Report on Form 10-K, (iii) upon the request of the
Investor, its Quarterly Reports on Form 10-Q, (iv) upon the request of the
Investor, its Current Reports on Form 8-K, and (v) a full copy of the particular
Registration Statement covering the Shares (the foregoing, in each case,
excluding exhibits); 

         
(b)    upon the request of the Investor, all exhibits excluded by
the parenthetical to subparagraph (a)(v) of this Section 7.5; and 

         
(c)    upon the request of the Investor, a reasonable number of
copies of the prospectuses to supply to any other party requiring such
prospectuses; and the Company, upon the reasonable request of the Investor, will
meet with the Investor or a representative thereof at the Company’s headquarters
to discuss information relevant for disclosure in the Registration Statement
covering the Shares and will otherwise cooperate with any Investor conducting an
investigation for the purpose of reducing or eliminating Investor’s exposure to
liability under the Securities Act, including the reasonable production of
information at the Company’s headquarters, subject to appropriate
confidentiality limitations. 

         
7.6.    Delivery of Unlegended Shares. 

           (a)   
Within three (3) business days (such third business day being the “Unlegended
Shares Delivery Date”) after the business day on which the Company has received
(i) a notice that Shares or Warrant Shares have been sold pursuant to the
Registration Statement or Rule 144 under the Securities Act, (ii) a
representation that the prospectus delivery requirements, or the requirements of
Rule 144, as applicable and if required, have been satisfied, and (iii) the
original share certificates representing the shares of Common Stock that have
been sold, and (iv) in the case of sales under Rule 144, customary
representation letters of the Investor or Investor’s broker regarding compliance
with the requirements of Rule 144, the Company at its expense, (y) shall
deliver, and shall cause legal counsel selected by the Company to deliver to its
transfer agent (with copies to Investor) an appropriate instruction and opinion
of such counsel, directing the delivery of shares of Common Stock without any
legends including the legend provided for herein, reissuable pursuant to any
effective and current Registration Statement described in Section 11 of this
Agreement or pursuant to Rule 144 under the Securities Act (the “Unlegended
Shares”); and (z) cause the transmission of the certificates representing the
Unlegended Shares together with a legended certificate representing the balance
of the submitted Shares certificate, if any, to the Investor at the address
specified in the notice of sale, via express courier, by electronic transfer or
otherwise on or before the Unlegended Shares Delivery Date.

         
(b)    In lieu of delivering physical certificates representing
the Unlegended Shares, if the Company’s transfer agent is participating in the
Depository Trust Company (“DTC”) Fast 

19




Automated Securities Transfer program, upon request of
Investor, so long as the certificates therefor do not bear a legend and the
Investor is not obligated to return such certificate for the placement of a
legend thereon, the Company shall cause its transfer agent to electronically
transmit the Unlegended Shares by crediting the account of Investor’s prime
Broker with DTC through its Deposit Withdrawal Agent Commission system. Such
delivery must be made on or before the Unlegended Shares Delivery Date. 

         
(c)    The Company understands that a delay in the delivery of
the Unlegended Shares pursuant to Section 11 hereof later than two business days
after the Unlegended Shares Delivery Date could result in economic loss to
Investor. As compensation to Investor for such loss, the Company agrees to pay
late payment fees (as liquidated damages and not as a penalty) to the Investor
for late delivery of Unlegended Shares in the amount of $100 per business day
after the Delivery Date for each $10,000 of purchase price of the Unlegended
Shares subject to the delivery default. If during any 360 day period, the
Company fails to deliver Unlegended Shares as required by this Section 7.6 for
an aggregate of thirty (30) days, then each Investor or assignee holding
Securities subject to such default may, at its option, require the Company to
redeem all or any portion of the Shares and Warrant Shares subject to such
default at a price per share equal to 120% of the purchase price of such Shares
and Warrant Shares (“Unlegended Redemption Amount”). The amount of the
aforedescribed liquidated damages that have accrued or been paid for the twenty
day period prior to the receipt by the Investor of the Unlegended Redemption
Amount shall be credited against the Unlegended Redemption Amount. The Company
shall pay any payments incurred under this Section in immediately available
funds upon demand. 

         
(d)    In addition to any other rights available to Investor, if
the Company fails to deliver to Investor Unlegended Shares as required pursuant
to this Agreement, within seven (7) business days after the Unlegended Shares
Delivery Date and the Investor purchases (in an open market transaction or
otherwise) shares of common stock to deliver in satisfaction of a sale by such
Investor of the shares of Common Stock which the Investor was entitled to
receive from the Company (a “Buy-In”), then the Company shall pay in cash to the
Investor (in addition to any remedies available to or elected by the Investor)
the amount by which (A) the Investor’s total purchase price (including brokerage
commissions, if any) for the shares of common stock so purchased exceeds (B) the
aggregate purchase price of the shares of Common Stock delivered to the Company
for reissuance as Unlegended Shares together with interest thereon at a rate of
15% per annum, accruing until such amount and any accrued interest thereon is
paid in full (which amount shall be paid as liquidated damages and not as a
penalty). For example, if Investor purchases shares of Common Stock having a
total purchase price of $11,000 to cover a Buy-In with respect to $10,000 of
purchase price of shares of Common Stock delivered to the Company for reissuance
as Unlegended Shares, the Company shall be required to pay the Investor $1,000,
plus interest. The Investor shall provide the Company written notice indicating
the amounts payable to the Investor in respect of the Buy-In. 

         
(e)    In the event Investor shall request delivery of Unlegended
Shares as described in Section 7.6 and the Company is required to deliver such
Unlegended Shares pursuant to Section 7.6, the Company may not refuse to deliver
Unlegended Shares based on any claim that such Investor or any one associated or
affiliated with such Investor has been engaged in 

20




any violation of law, or for any other reason, unless, an
injunction or temporary restraining order from a court, on notice, restraining
and or enjoining delivery of such Unlegended Shares or exercise of all or part
of said Warrant shall have been sought and obtained and the Company has posted a
surety bond for the benefit of such Investor in the amount of 120% of the amount
of the aggregate purchase price of the Common Stock and Warrant Shares which are
subject to the injunction or temporary restraining order, which bond shall
remain in effect until the completion of arbitration/litigation of the dispute
and the proceeds of which shall be payable to such Investor to the extent
Investor obtains judgment in Investor’s favor. 

         
7.7    If any of the following occurs (each, an “Event”): (i) a
Registration Statement is not filed on or prior to the Filing Date; or (ii) if
the Registration Statement is not declared effective by the Commission on or
prior to the Effectiveness Date, then in addition to any other rights the
Investor may have hereunder or under applicable law, the Company shall pay to
Investor an amount in cash, as partial liquidated damages and not as a penalty,
equal to 2% of the aggregate purchase price paid by Investor for the Stock and
Warrants pursuant to the Purchase Agreement upon the date of each such Event on
each monthly anniversary of each such Event Date (if the applicable Event shall
not have been cured by such date) until the applicable Event is cured. If the
Company fails to pay any partial liquidated damages pursuant to this Section in
full within seven days after the date payable, the Company will pay interest
thereon at a rate of 18% per annum (or such lesser maximum amount that is
permitted to be paid by applicable law) to the Investor, accruing daily from the
date such partial liquidated damages are due until such amounts, plus all such
interest thereon, are paid in full. The partial liquidated damages pursuant to
the terms hereof shall apply on a daily pro-rata basis for any portion of a
month prior to the cure of an Event. 

          IN
WITNESS WHEREOF, the parties have duly and validly executed this Agreement as of
the date first above written. 

WHO’S YOUR DADDY, INC. 

	By: 	  	 
	 	Dan Fleyshman 	 
	 	President 	 


AROUND THE CLOCK PARTNERS, LP 

	By: 	Around the Clock Trading and Capital
      Management, LLC, 	 
	 	                                       General
      Partner 	 
	 	  	 
	By: 	  	 
	 	Wayne Anderson 	 
	 	Managing Member 	 


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