**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-KSB/A**





**AMENDMENT
      NO. 1**





Annual
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934




**For
      the Year Ended March 31, 2006**





Commission
      File Number 0-23737





**CLICKABLE
      ENTERPRISES, INC.**


(Name
      of
      Small Business Issuer in Its Charter)





**Delaware**
            **82-0290939**(State
                or other jurisdiction of
            (I.R.S.
                Employerincorporation
                or organization)
            Identification
                No.)




**2
                Madison Avenue, Larchmont,****NY
                10528**(Address
                of principal executive offices)(Zip Code)


****


****  **(914)
      699-5190**


(Issuer’s
      telephone number)





**Securities
      registered under Section 12(b) of the Exchange Act:**





**Title
      of each class**  **:
      None**





**Securities
      registered pursuant to Section 12(g) of the Exchange Act:**





**Common
      Stock, $.001 par value, 500,000,000 shares authorized**





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o





Check
      whether the issuer (1) has filed all reports required to be filed by Section
      13
      or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such
      shorter period that the registrant was required to file such reports), and
      (2)
      has been subject to such filing requirements for the past 90 days. Yes 
xNo o




Check
      if
      there is no disclosure of delinquent filers pursuant to Item 405 of Regulation
      S-B contained in this form, and no disclosure will be contained, to the best
      of
      registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB.  x




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes o   No x







State
      issuer’s revenues for its most recent fiscal year : $5,052,237





The
      aggregate market value as of June 16, 2006 of the voting common equity held
      by
      non- affiliates was $2,533,713 based on the average of the bid and asked prices
      as quoted on the OTC Bulletin Board.










**ISSUERS
      INVOLVED IN BANKRUPTCY**


**PROCEEDINGS
      DURING THE PAST FIVE YEARS**





Indicate
      by checkmark whether the Registrant has filed all documents and reports to
      be
      filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
      subsequent to the distribution of securities under a plan confirmed by a
      court.




**YES
      ____**  **NO
      ____**





**APPLICABLE
      ONLY TO CORPORATE REGISTRANTS**





Indicate
      the number of shares outstanding of each of the issuer's classes of common
      equity, as of the latest practicable date. As of June 16, 2006, there were
      310,956,826 shares of the Company’s $.001 Common Stock issued and
      outstanding.





FORWARD-LOOKING
      STATEMENTS :





This
      Form
      10-KSB contains “forward-looking statements” relating to the Registrant which
      represent the Registrant’s current expectations or beliefs including, but not
      limited to, statements concerning Registrant’s operations, performance,
      financial condition and growth. For this purpose, any statements contained
      in
      this Form 10-KSB that are not statements of historical fact are forward-looking
      statements. Without limiting the generality of the foregoing, words such as
      “may”, “anticipation”, “intend”, “could”, “estimate”, or “continue” or the
      negative or other comparable terminology are intended to identify
      forward-looking statements. These statements by their nature involve substantial
      risks and uncertainties, such as credit losses, dependence on management and
      key
      personnel and variability of quarterly results, ability of Registrant to
      continue its growth strategy and competition, certain of which are beyond the
      Registrant’s control. Should one or more of these risks or uncertainties
      materialize or should the underlying assumptions prove incorrect, actual
      outcomes and results could differ materially from those indicated in the
      forward-looking statements.


i




EXPLANATORY
      NOTE REGARDING AMENDMENT NO. 1




The
      purpose of this Amendment No. 1 to the Annual Report on Form 10-KSB (this
“Amendment”) of Clickable Enterprises, Inc. (the "Company") for the year ended
      March 31, 2006 is to respond to comments received from the staff of the United
      States Securities and Exchange Commission. The comments relate to the Company’s
      filing of its annual report on Form 10-KSB on June 29, 2006 (the “Form 10-KSB”),
      which contains side-by-side comparisons of the Company’s financial results for
      the years ended March 31, 2006 and 2005. The Form 10-KSB contains the audit
      report of Simontacchi & Company, LLP (“Simontacchi”) pertaining to the
      Company’s financial statements for the year ended March 31, 2006 and the June
      21, 2005 audit report of Weinberg & Company, P.A. (“Weinberg”) pertaining to
      the Company’s financial statements for the year ended March 31, 2005. On June
      29, 2006, Weinberg advised the Company that the Form 10-KSB did not comply
      with
      the requirements of Item 310 of Regulation S-B because the Company did not
      seek
      Weinberg’s consent or updated opinion with respect thereto. In this Amendment,
      the Company has (i) removed Weinberg’s audit report with respect to the
      Company’s financial statements for the year ended March 31, 2005, (ii) disclosed
      in Note 1 to the financial statements that the March 31, 2005 financial
      statements are not audited and (iii) labeled the columns referring to results
      for the year ended March 31, 2005 as “Not Audited.” The Company also has amended
      its disclosure regarding the effectiveness of its disclosure controls and
      procedures contained in Item 8A pursuant to Item 307 of Regulation S-B and
      amended the Section 302 certifications filed as Exhibits 31.1 and 31.2. We
      expect to file a subsequent amendment to the Form 10-KSB that contains audited
      financial information for the years ended March 31, 2005 and 2006 in the near
      future. In addition, and prior to Weinberg’s review, we are evaluating the
      effect of the SEC’s December, 2005 interpretation of EITF 00-19, on our
      accounting for our convertible debentures and related warrants. Depending on
      the
      materiality of this effect, this interpretation of EITF 00-19 may require
      restatement of our financial statements for the fiscal year ended March 31,
      2006
      and the prior 2 fiscal years.




ii


**CLICKABLE
      ENTERPRISES, INC.**


**TABLE
      OF CONTENTS**




**PAGE(S)****Part
                I**Item
                1.
            Description
                of Business
            1-3Item
                2.
            Description
                of Property
            3Item
                3.
            Legal
                Proceedings
            3Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            3**Part
                II**Item
                5.
            Market
                for Common Equity and Related Stockholder Matters and Small Business
                Issuer Purchases of Equity Securities
            4-5Item
                6.
            Management's
                Discussion and Analysis or Plan of Operation
            5-15Item
                7.
            Financial
                Statements
            15Item
                8.
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure
            16Item
                8A.
            Controls
                and Procedures
            16Item
                8B.
            Other
                Information
            16**Part
                III**Item
                9.
            Directors,
                Executive Officers, Promoters and Control Persons; Compliance with
                Section
                16(a) of the Exchange Act
            17-18Item
                10.
            Executive
                Compensation
            18-19Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            19-20Item
                12.
            Certain
                Relationships and Related Transactions
            21Item
                13.
            Exhibits
            21-23Item
                14.
            Principal
                Accounting Fees and Services
            24CLICKABLE
                ENTERPRISES, INC. AND SUBSIDIARIESCONSOLIDATED
                FINANCIAL STATEMENTS AS OF MARCH 31, 2006 AND 2005
            F1-F16




*In
      this Form 10-KSB, the terms the “Company,”, “we,” “us” and “our” refer to
      Clickable Enterprises, Inc. and its wholly-owned subsidiary ClickableOil.com,
      Inc.*


iii




**Part
      I**




**ITEM
      1. DESCRIPTION OF BUSINESS**





Clickable
      Enterprises, Inc., through its wholly-owned subsidiary ClickableOil.com, Inc.
      ("ClickableOil.com") (incorporated in the State of Delaware on April 4, 2000),
      provides a low cost and highly efficient means of servicing the heating oil
      market principally through an Internet-based approach. Clickable Enterprises,
      Inc. and ClickableOil.com, Inc. (collectively, the "Company") streamline the
      process of heating oil ordering and delivering by providing a more accessible
      point of contact for the customer. The Company subcontracts with local delivery
      companies to deliver heating oil to its customers.





Unlike
      its industry competitors, ClickableOil.com, Inc. is unburdened with an expensive
      infrastructure of tangible assets. We currently do not, nor are we expected
      to
      own barges, trucks or storage facilities. Our principal operating assets will
      be
      proprietary software, attendant computer hardware and the possible inventory
      of
      heating oil in some markets. Although we are generally less burdened with the
      substantial costs that are often associated with intangible assets arising
      from
      the purchase of customers of acquired businesses, we are, however, required
      to
      continue to bill on account for heating oil deliveries to those residential
      customers of acquired businesses, which in turn requires us to carry receivable
      balances for residential customers for the first time. This is in contrast
      to
      our residential customers that we have acquired through advertising and
      marketing who are charged immediately by credit card for heating oil deliveries.
      Over time we anticipate converting these acquired customers to the credit card
      based billing arrangement described below. We only intend to purchase customer
      lists and relationships when (a) doing so is justified strategically in terms
      of
      territorial expansion and (b) acquiring customers through marketing and selling
      activities is not practical due to market conditions, such as during the past
      year when prices have been unstable. In fiscal 2006, we purchased customer
      lists
      from two heating oil distributor at terms we believe are favorable to us, while
      in fiscal 2005, we purchased a customer list from one heating oil distributor
      at
      terms we believe are favorable to us.





We
      also
      provide service installation and repair of heating equipment as a service to
      our
      customers, which we consider to be a necessary part of our business. We provide
      home heating equipment repair service on a 24 hours a day, seven days-a-week
      basis in most of our delivery regions. We contract with local third parties
      to
      provide such services, which we believe would be unprofitable to offer
      ourselves.





We
      believe that we obtain new customers and maintain existing customers by offering
      full service home energy products at discount prices, providing quick repair
      operations, providing automatic deliveries to customers by monitoring historical
      use and weather patterns, and by providing customers a variety of payment and
      fixed price purchase options.





**Operations**





Our
      retail fuel oil distribution business is conducted through ClickableOil.com,
      Inc. We serve both residential and commercial fuel oil accounts. We sell quality
      home heating oil to our residential and commercial customers offering delivery
      seven days a week. We also contract with various third parties to provide an
      oil
      burner service that is available 24 hours a day for the maintenance, repair,
      and
      installation of oil burners. These services are performed on an as needed basis.
      Heating oil customers are not required to enter into service contracts; however,
      we do offer such service contracts if desired.





Approximately
      50% of our customers receive their home heating oil pursuant to an automatic
      delivery system without the customer having to make an affirmative purchase
      decision. These deliveries are scheduled by computer, based on each customer's
      historical consumption patterns and prevailing weather conditions. Customers
      can
      also order deliveries of home heating oil through our web site located at
      www.clickableoil.com. We deliver home heating oil approximately seven times
      each
      year to the average customer. We have credit cards on file for approximately
      40%
      of our automatic customers and charge them promptly upon delivery, or we receive
      payment upon delivery (“COD”). Our customers can pay for fuel deliveries with
      cash, check or credit card or budget plan. We offer both fixed price plans
      for
      one or two years or variable price deals that fluctuate with the market.
      Approximately **** 10% of
      our customers are on a fixed price plan.


1




We
      contract with third party owner-operator fuel oil companies to deliver our
      fuel
      with their delivery trucks within 48 to 72 hours after orders are received.
      Additionally, all automatic customer deliveries are scheduled and given to
      truckers at least 7 days in advance (earlier if bad weather is forecasted).
      Truckers generally make deliveries in accordance with their existing routes,
      allowing sufficient time to make deliveries even during extreme weather
      conditions. Through-put agreements permit us to store inventory at a terminal
      and pay a fee to load our inventory out by truck as needed. This lowers our
      operating costs as we do not have idle fleet costs in the warm weather months.
      The fuel trucks have fuel capacities ranging from 2,800 to 5,500 gallons. Each
      vehicle is assigned to a specific delivery route, and services between fifteen
      and fifty customer locations per day depending on market density and customers'
      fuel requirements.





**Suppliers**





We
      purchase fuel from various suppliers both "spot" and "contract", with both
      fixed
      price and variable price agreements. We also have several throughput/ storage
      agreements where the Company utilizes a third party terminal to store our
      product for a per gallon fee. During the fiscal years ended March 31, 2006
      and
      2005, the Company purchased heating oil for resale from NRG Heat & Power,
      LLC (“NRG”) and Flaw, Inc. (“Flaw”) in the amount of $186,379 and $125,983,
      respectively, or approximately 5% and 6%, respectively, of total heating oil
      purchased. NRG and Flaw are owned and managed by Messrs. Cirillo and Pipolo,
      both of whom are directors and officers of the Company.





**Environmental
      Considerations and Regulation**





We
      have
      implemented environmental programs and policies designed to avoid potential
      liability under applicable environmental laws. We have not incurred any
      significant environmental compliance cost, and compliance with environmental
      regulations has not had a material effect on our operating or financial
      condition. This is primarily due to our general policies of closely monitoring
      compliance with all environmental laws. In the future, we do not expect
      environmental compliance to have a material effect on operations and financial
      condition. Our policy for determining the timing and amount of any environmental
      cost is to reflect an expense as and when the cost becomes probable and
      reasonably capable of estimation.





**Employees**





As
      of
      March 31, 2006, the total number of our employees was nine, of which eight
      were
      full-time employees.





**Retail
      Heating Oil Industry**





Our
      business is highly competitive. In addition to competition from alternative
      energy sources, we compete with distributors offering a broad range of services
      and prices, from full service distributors similar to us, to those offering
      delivery only. Competition with other companies in the home heating oil industry
      is based primarily on customer service and price. Longstanding customer
      relationships are typical in the retail home heating oil industry. We, like
      many
      companies in the industry, deliver fuel oil to customers based upon weather
      conditions and historical consumption patterns without the customers having
      to
      make an affirmative purchase decision each time fuel oil is needed. In addition,
      most companies, including us, provide equipment repair service on a 24
      hour-a-day basis, which tends to build customer loyalty. As a result, we may
      experience difficulty in acquiring new retail customers due to existing
      relationships between potential customers and other fuel oil
      distributors.





Distillate
      fuel oil in the United States involves two products: i) low-sulfur distillate,
      which is used for vehicle transportation fuel; and ii) #2 high-sulfur
      distillate, which is used for space heating in residential and commercial
      sectors, also known as home heating oil. The United States' two sources of
      home
      heating oil are domestic refineries and imports from foreign countries. The
      home
      heating oil industry, at least from a consumer's perspective, has been the
      only
      alternative for millions of consumers. Homes have to be heated, and with
      electricity being so costly and gas being either unavailable or more expensive
      than home heating oil, the only remaining option to heat a home is through
      the
      delivery of home heating oil. The same holds true for commercial operations,
      despite various efficiencies and price decreases in the industry in general.
      Home heating oil continues to be sold in large part throughout the Northeast
      for
      full price and delivered door to door somewhat as coal was in former days.
      Retail price inflexibility is all the more remarkable given that most retail
      sellers of home heating oil rarely do more than deliver oil. Home heating oil
      retailers do not search for oil, nor are they engaged in refining heating oil.
      Similarly, most retail home heating oil companies do not own the storage tanks
      that hold the oil delivered to the home and often do not even own the oil
      actually supplied to the home prior to loading the truck and its delivery.
      Nonetheless, the pricing of home heating oil from the consumer's perspective
      is
      fairly inelastic: when home heating oil prices rise, retail sellers increase
      their prices, but when prices decline, only a small portion of the price savings
      is passed on to the consumer.


2




Home
      heating oil prices paid by consumers are determined by: **





·
            the
                cost of crude oil;·
            the
                cost of producing, marketing and distributing the oil;·
            the
                profits and losses of refiners, wholesalers and dealers;
                and·
            supply/demand
                equation often influenced by
                weather.





Heating
      oil prices paid by consumers can fluctuate over time due to a variety of factors
      including:





**Seasonality
      in the demand for home heating oil.** When
      crude oil prices are stable, heating oil prices tend to rise gradually in the
      winter months when demand is highest. A homeowner in the Northeast may use
      650
      to 1,000 gallons of home heating oil during a typical winter, while consuming
      very little during the rest of the year. However, prices can surge quickly
      to
      very high levels when there is a rapid change to colder weather, which impacts
      both supply and demand. Consumers want more heating oil at the same time that
      harbors and rivers are frozen or delivery systems are interrupted by weather
      conditions. During this time, the available home heating oil in storage is
      used
      faster than it can be replenished.





**Changes
      in the cost of crude oil.** Crude
      oil prices are determined by worldwide supply and demand. Demand can vary
      worldwide depending on the economy, weather and political instability in oil
      producing countries. Supply can be influenced by the Organization of Petroleum
      Exporting Countries ("OPEC"), other petroleum exporting countries, and other
      factors. Since crude oil is a major price component of home heating oil, changes
      in the price of crude oil will generally affect the price of heating oil
      (residential and commercial).





**Competition
      in local markets.** Competitive differences can be substantial between a locality with only one
      or
      few suppliers or retailers versus an area with a large number of competitors.
      Consumers in remote or rural locations may face higher heating oil prices
      because there are fewer competitors.





**Regional
      operating costs.** Prices
      also are impacted by higher costs of transporting heating oil to and from
      wholesale locations. In addition, other costs of doing business with retailers
      can vary substantially depending on the area of the country in which the dealer
      is located. Such costs include wages and salaries, benefits, equipment,
      lease/rent, insurance, overhead, and state and local fees.





**ITEM
      2. DESCRIPTION OF PROPERTY**





Our
      offices are located at 711 South Columbus Avenue, Mount Vernon, New York 10550.
      Under the lease for the Mount Vernon office, which commenced on June 1, 2003
      for
      a lease term of two years, monthly rent was $1,260 through December 31, 2003,
      and $1,470 from January 1, 2004 through May, 31, 2005. Beginning June 1, 2005,
      we began paying rent on a month-to-month basis and commenced negotiations for a
      new lease. The Company has continued on a month-to-month basis through the
      year
      ended March 31, 2006. The current monthly rent is approximately
      $1,860.





**ITEM
      3. LEGAL PROCEEDINGS**





None.





**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





None.


3





**Part
      II**




**ITEM
      5. MARKET FOR COMMON EQUITY**  **,
      RELATED STOCKHOLDER MATTERS AND SMALL ISSUER PURCHASES OF EQUITY
      SECURITIES**





Our
      common stock is traded in the over-the-counter market and quotations are
      published on the OTC Bulletin Board ("Bulletin Board") under the symbol "CKEI".
      As of June 16, 2005, there were approximately 465 shareholders of record based
      on transfer agent reports, which figure does not take into account those
      shareholders whose certificates are held in the name of broker-dealers. The
      closing price of the common stock on the Bulletin Board on June 16, 2006 was
      $0.0115. As of June 16, 2006, 310,956,826 shares of common stock were issued
      and
      outstanding, of which 217,389,466 were unrestricted shares with the remainder
      of
      93,567,360 being restricted shares.





The
      common stock commenced trading on the Bulletin Board on November 29, 2000.
      Set
      forth below are the high and low sales prices for shares of the common stock
      for
      the last two fiscal years:


**2004-2005**First
                  Quarter
              
              $
              0.05
              
              $
              0.05Second
                  Quarter
              
              $
              0.05
              
              $
              0.05Third
                  Quarter
              
              $
              0.05
              
              $
              0.05Fourth
                  Quarter
              
              $
              0.75
              
              $
              0.05**2005-2006**First
                  Quarter
              
              $
              0.55
              
              $
              0.01Second
                  Quarter
              
              $
              0.08
              
              $
              0.02Third
                  Quarter
              
              $
              0.03
              
              $
              0.02Fourth
                  Quarter
              
              $
              0.04
              
              $
              0.01




The
      above
      quotations reflect inter-dealer prices, without retail mark-up, mark-down or
      commission and may not represent actual transactions.





The
      ability of an individual shareholder to trade its shares in a particular state
      may be subject to various rules and regulations of that state. A number of
      states require that an issuer's securities be registered in the state or
      appropriately exempted from registration before the securities are permitted
      to
      trade in that state. Presently, the Company has no plans to register its
      securities in any particular state. Further, most likely the Company's shares
      will be subject to the provisions of Section 15(g) and Rule 15g-9 of the
      Securities Exchange Act of 1934, as amended (the "Exchange Act"), commonly
      referred to as the "penny stock" rule. Section 15(g) sets forth certain
      requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates
      the definition of penny stock as that used in Rule 3a51-1 of the Exchange
      Act.





**Dividend
      Policy**





We
      did
      not pay any dividends during the 2006 fiscal year and have never paid any
      dividends on our capital stock. We currently expect that we will retain future
      earnings for use in the operation and expansion of our business and do not
      anticipate paying any cash dividends in the foreseeable future. Any decision
      on
      the future payment of dividends will depend on our earnings and financial
      position at the time and such other factors as the Board of Directors deem
      relevant.





**Recent
      Sales of Unregistered Securities**





The
      information required by Item 701 of Regulation S-B regarding our entering into
      a
      Securities Purchase Agreement for the private placement of $900,000 of
      convertible debentures and warrants to purchase shares of common stock on June
      30, 2005 and our closing on that date on the sale of $650,000 of such
      convertible debentures and issuance of warrants to purchase 6,500,000 shares
      of
      common stock is incorporated herein by reference to our Current Report on Form
      8-K filed with the Securities and Exchange Commission on July 7,
      2005.


4




Pursuant
      to the Purchase Agreement described in that 8-K, on November 14, 2005, the
      Company sold an additional $250,000 of convertible debentures and issued
      warrants exercisable for 2,500,000 shares of common stock to the same investors.
      The Purchase Agreement originally required that a registration statement with
      respect to the shares issuable upon conversion of the debentures and exercise
      the warrant be in effect prior to the additional $250,000 investment. The
      investors waived this requirement, and no registration statement has been filed.
      The description of the terms of the debentures and warrants and applicable
      exemption from registration are incorporated herein from the foregoing
      8-K.





The
      information required by Item 701 of Regulation S-B regarding our entering into
      a
      Securities Purchase Agreement for the private placement of $1,000,000 of
      convertible debentures and warrants to purchase shares of common stock on March
      21, 2006 and our closing on March 22, 2006 on the sale of such convertible
      debentures and issuance of warrants to purchase 4,000,000 shares of common
      stock
      is incorporated herein by reference to our Current Report on Form 8-K filed
      with
      the Securities and Exchange Commission on March 28, 2006.




**ITEM
      6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**





The
      following is management’s discussion and analysis of certain significant factors
      that will have affected our financial condition and results of operations.
      Certain statements under this section may constitute “forward-looking
      statements”. The following discussion should be read in conjunction with the
      audited consolidated financial statements and notes thereto as of and for the
      years ended March 31, 2006 and 2005 included in the this Form
      10-KSB.




**Financial
      Condition**




We
      had
      net losses of $(2,223,302) and $(1,254,402) during the years ended March 31,
      2006 and 2005, respectively. As of March 31, 2006, we had a cash balance of
      $1,001,903 and current liabilities of $1,307,483 with obligations of $511,729
      to
      trade creditors, $629,236 in interest payable and $131,369 in miscellaneous
      current liabilities, as well as total long-term obligations in the principal
      amount of $3,246,335 to convertible debenture holders and $85,643 miscellaneous
      non-current liabilities. As described in Note 6 to the consolidated financial
      statements, during the fiscal year ended March 31, 2006, we entered into two
      financing transactions with the holders of the Company’s convertible debentures
      pursuant to which we sold an aggregate of $1,900,000 of convertible debentures.
      As described in Note 11 to the consolidated financial statements, on April
      4,
      2006, we entered into a financial services agreement with an unrelated third
      party to serve as placement agent for a private placement of up to $15,000,000
      of common stock. However, there is no assurance that our efforts to conduct
      such
      a private placement will be successful, and we therefore may not presently
      have
      sufficient cash or other assets to meet our current liabilities and other cash
      requirements arising in the next twelve months. In order to meet those
      obligations, we will need to raise cash from the additional sale of securities
      or from borrowings. Our independent auditors have added an explanatory paragraph
      to their audit opinions issued in connection with the fiscal year 2006 and
      2005
      consolidated financial statements, which states that our ability to continue
      as
      a going concern depends upon our ability to resolve liquidity problems,
      principally by obtaining capital, increasing sales and generating sufficient
      revenues to become profitable. Our consolidated financial statements do not
      include any adjustments that might result from the outcome of this
      uncertainty.





**Related
      Party Transactions**





During
      the year ended March 31, 2006, the Company's liability for non-interest bearing
      cash advances and oil purchases from NRG Heat & Power, LLC (“NRG”) and Flaw,
      Inc. (“Flaw”), oil suppliers that are owned and managed by Messrs. Cirillo and
      Pipolo, officers and directors of the Company, decreased in the net amount
      of
      $30,676. As of March 31, 2005, the non-interest bearing obligation of $15,965
      from NRG and Flaw is included in due from related parties in current assets.
      During the years ended March 31, 2006 and 2005, the Company purchased oil for
      resale from NRG and Flaw in the amount of $186,379 and $125,983,
      respectively.





During
      the years ended March 31, 2006 and 2005, the company paid NexGen Energy, LLC
      (“NexGen”), a company owned by Messrs. Cirillo, Pipolo and another stockholder,
      $201,506 and $114,001, respectively, for trucking to pick up and deliver of
      fuel. As of March 31, 2005, the Company owed $12,500 to NexGen for accrued
      and
      unpaid interest pertaining to an earlier obligation that was satisfied with
      the
      issuance of common stock effective January 27, 2004. During the year ended
      March
      31, 2006, the Company satisfied this obligation.


5




During
      the years ended March 31, 2006 and 2005, the Company had fuel sales of $54,786
      and $60,172, respectively, to NRG and Flaw.




**Year
      Ended March 31, 2006 Compared To Year Ended March 31, 2005**




***Overall
      Results Of Operations***




For
      the
      year ended March 31, 2006, we incurred an overall loss of $(2,223,302), or
      ($.02) per share, which was an increase of $968,899 from the net loss of
      $(1,254,402), or ($.02) per share for the prior period. The net losses for
      the
      years ended March 31, 2006 and 2005 include non-cash expenses including interest
      expense of $408,543 and $613,151, respectively, of which $207,347 and $383,333,
      respectively, relates to debt discount amortization expense, and expense charges
      for stock issued for services of $1,125,507 and $8,000, respectively. The year
      ended March 31, 2005 also includes $188,542 of amortization of deferred
      compensation and a gain of $250,000 for the forgiveness of interest accrued
      and
      unpaid for the convertible debentures. The increase in expense charges for
      stock
      issued for services and employee expenses are the principal causes of the
      increase of $968,899 in the loss from operations.





***Sales***





Total
      sales revenue for the year ended March 31, 2006 was $5,052,237 compared to
      $2,442,466 for the year ended March 31, 2005. The total increase of $2,609,771,
      or 106.8%, can be attributed principally to a sharp increase in the average
      selling price per gallon to $2.25 from $1.58, or 42.3%, caused by worldwide
      market conditions, and an increase in gallons sold of 45.3%. The increase in
      gallons sold is attributable to a larger customer base that increased
      principally through acquisition of three heating oil distributors’ businesses,
      and to a lesser extent marketing activities, partially offset by fewer degree
      days in the current period due to warmer weather conditions in January-March
      2006 compared to the same period in 2005.





***Gross
      Profit***




Gross
      profit increased by $394,092 to $479,283, or 463%, for the year ended March
      31,
      2006 compared to $85,191 for the year ended March 31, 2005. We also experienced
      an increase in gross margin to 9.5% from 3.5% for the year ended March 31,
      2006
      compared to the year ended March 31, 2005. The increase in gross profit is
      attributable to both the increase in gallons sold and the gross margin increase.
      The latter is principally due to the relatively more rapid and dramatic increase
      in product cost and rising transportation expenses experienced in the year
      ended
      March 31, 2005 compared to that experienced in the current year. This typically
      has an adverse impact on margins since heating oil retailers generally cannot
      raise selling prices as quickly as product costs increase in a rising market.
      Conversely, selling prices generally do not fall as quickly as product costs
      decrease in a falling market which is to the advantage of heating oil retailers
      such as us. Gross profit in the earlier period was also adversely affected
      by
      the need for the Company to liquidate certain hedging positions (at $.85 per
      gallon) that it had entered to match fuel costs to fixed price customer
      contracts. These positions were liquidated to make additional funds available
      to
      meet current operating cash needs early in the fiscal year.





Fuel
      oil
      costs, inclusive of delivery expenses, averaged $2.03 per gallon during the
      current year compared to $1.52 in the prior year, or an increase of 33.5%.
      The
      effect of the relatively lower percentage increase in fuel oil cost compared
      to
      the percentage increase in average selling price was to increase both gross
      profit and gross margin for current year.





***Operating
      Expenses***




Total
      operating expenses for the year ended March 31, 2006 increased by $1,327,910
      to
      $2,327,238 from $999,328 for the year ended March 31, 2005, due principally
      to
      an increase in expense charges for stock issued for services to consultants
      to
      $247,100 from $8,000 and to two executive officers to $719,200 from $0, and
      employee compensation to $526,241 from $316,926.


6




***Other
      Income (Expense)***




Interest
      expense decreased $204,608 to $408,543 for the year ended March 31, 2006 from
      $613,151, for the year ended March 31, 2005, attributable to lower debt discount
      expense, as well as the reduction of interest charges on convertible debentures
      due to the greater effect of conversions of convertible debentures compared
      to
      the issuance of new convertible debentures.





**Year
      Ended March 31, 2005 Compared To Year Ended March 31, 2004**





***Overall
      Results Of Operations***




For
      the
      year ended March 31, 2005, we incurred an overall loss of $(1,254,402), or
      ($.02) per share, which was a decrease of $64,675 from the net loss of
      $(1,319,077), or ($.03) per share for the prior period. The net losses for
      the
      years ended March 31, 2005 and 2004 included non-cash expenses, including
      interest expense of $613,151 and $641,062, respectively, of which $383,333
      and
      $416,667, respectively, related to debt discount amortization expense, and
      expense charges for stock issued for services of $8,000 and $213,958,
      respectively. The results for the year ended March 31, 2005 also included
      $188,542 of amortization of deferred compensation and a gain of $250,000 for
      the
      forgiveness of interest accrued and unpaid for the convertible debentures.
      The
      gain for the forgiveness of interest offset an increase of $233,918 in the
      loss
      from operations.





***Sales***





Total
      sales revenue for the year ended March 31, 2005 was $2,442,466 compared to
      $1,879,565 for the year ended March 31, 2004. The total increase of $562,901,
      or
      29.9%, can be attributed principally to a sharp increase in the average selling
      price per gallon to $1.58 from $1.23, or 28%, caused by world market conditions,
      and an increase in gallons sold of 2%. The increase in gallons sold is
      attributable to a larger customer base that increased principally through
      marketing activities, partially offset by fewer degree days in January and
      February 2005 as compared to the same period in 2004.





***Gross
      Profit***




Gross
      profit decreased by $167,245 to $85,191, or 66.3%, for the year ended March
      31,
      2005 compared to $252,436 for the year ended March 31, 2004, while gross margin
      decreased to 3.5% from 13.4% from period to period. This is principally due
      to
      the rapid and dramatic increase in product cost and rising transportation
      expenses experienced in the year ended March 31, 2005.. Heating oil retailers
      generally cannot raise selling prices as quickly as product costs increase
      in a
      rising market; conversely, selling prices generally do not fall as quickly
      as
      product costs decrease in a falling market. Gross profit in fiscal 2005 was
      also
      adversely affected by the need for the Company to liquidate certain hedging
      positions (at $.85 per gallon) that it had entered to match fuel costs to fixed
      price customer contracts. These positions were liquidated to make additional
      funds available to meet current operating cash needs early in fiscal 2005.
      This
      action resulted in fuel oil purchases at a higher average cost of $1.52 per
      gallon during fiscal 2005 as compared to $1.07 in the prior year, the effect
      of
      which was to reduce gross profit fiscal 2005 by approximately $52,000, and
      contributed to the decrease in gross margin.





***Operating
      Expenses***




Total
      operating expenses for the year ended March 31, 2005 increased by $66,673 to
      $999,328 from $932,655 for the year ended March 31, 2004 due principally to
      increases in employee compensation, amortization of deferred compensation and
      professional fees associated with debt restructuring and financing matters,
      offset by a $42,000 reduction in advertising expense.


7




***Other
      Income (Expense)***




Interest
      expense decreased $27,911 to $613,151 for the year ended March 31, 2005 from
      $641,062, for the year ended March 31, 2004, attributable to slightly lower
      debt
      discount expense, as well as the reduction in the convertible debentures
      interest rate to 8% from 10% in connection with the October 15, 2004 amendment
      described in Note 5 to the consolidated financial statements accompanying the
      Company’s Report on Form 10-KSB for the year ended March 31, 2005.




**Liquidity
      and Capital Resources**




***Overview***




As
      of
      March 31, 2006, we had a cash balance of $1,001,903 and a negative cash flow
      from operations of $697,503. Since inception through the period ended March
      31,
      2006, we have financed our operations through private placements of both debt
      and equity and through loans from related parties. As of March 31, 2006, we
      have
      available an unused line of credit for $100,000.





On
      March
      21, 2006, the Company entered into Securities Purchase Agreement with AJW
      Partners, LLC and related funds for the sale of $1,000,000 of 6% three-year
      secured convertible debentures (the “Notes”). Closing under the Securities
      Purchase Agreement occurred on March 22, 2006. In addition to the Notes, at
      closing the Company issued warrants exercisable for 4,000,000 shares of common
      stock at $.10 per share. We do not believe that the proceeds from the Notes
      will
      be sufficient for the next twelve-month period to meet our working capital
      needs, including funds needed to (a) attract additional customers through
      marketing and promotional efforts or (b) acquire customer lists.





On
      June
      30, 2005, the Company entered in a Securities Purchase Agreement with AJW
      Partners, LLC and its related entities for the sale of $900,000 of 10%
      three-year secured convertible debentures and closed on the sales of the
      convertible debentures in the amounts of $650,000 and $250,000, before expenses,
      on June 30, 2005 and November 14, 2005, respectively.





On
      October 15, 2004, the Company entered into two contemporaneous transactions
      with
      the holders of the Company’s convertible debentures pursuant to which we
      restructured the terms of the convertible debentures and sold 1,200 shares
      of
      Series A Preferred Stock for $1,200,000 in cash, before transaction expenses
      in
      the amount of $28,343.





Prior
      to
      the restructuring on October 15, 2004, the convertible debentures issued in
      2001, 2002 and June 2003 (aggregating $2,517,949 before discount) had matured
      and were in default. On October 15, 2004, the Company entered into a letter
      agreement with the holders of the convertible debentures whereby certain
      provisions of the debenture agreements were amended as follows:




·
            Extension
                of the then-expired maturity dates of all convertible debentures
                to
                October 15, 2007;





·
            Modification
                of the conversion price by eliminating the ceiling price of $.05
                per
                share;





·
            Lowering
                the interest rate to 8% from 10%;
                and





·
            Forgiveness
                of $250,000 of interest accrued and unpaid for the debentures. The
                gain
                associated with this reduction in accrued interest is reported in
                the
                accompanying statements of
                operations.




As
      of
      March 31, 2006, the Company owed, in the aggregate, $3,246,335 on all of the
      convertible debentures and $629,236 of related accrued interest that is included
      in current liabilities. As of March 31, 2006, none of the related stock purchase
      warrants had been exercised.





Each
      convertible debentures issue sold contains a beneficial conversion feature
      computed at its intrinsic value which is the difference between the conversion
      price and the fair market value of the Company’s common stock on the debenture
      issuance date, multiplied by the number of shares into which the debt is
      convertible at the commitment date. Since the beneficial conversion feature
      is
      to be settled by issuing equity, the amount attributed to the beneficial
      conversion feature, an amount equal to each convertible debentures issue is
      recorded as a discount on the debt and as a component of additional paid-in
      capital at the time of the sale. Such amounts are accreted over the respective
      terms of each convertible debenture issue as interest expense in accordance
      with
      EITF 00-27. For the years ended March 31, 2006 and 2005, the Company accreted
      $207,347 and $383,333, respectively, of debt discount as interest
      expense.


8




The
      holders of Series A Preferred Stock are entitled to receive cumulative cash
      dividends of six percent per annum, payable in arrears on March 31, June 30,
      September 30 and December 31 of each year, commencing
      December 31, 2004, out of funds legally available thereof. The Company
      had a stockholders’ deficiency of $337,000 at March 31, 2006; accordingly, it
      does not have legally available funds available to declare and pay a dividend,
      and, as of March 31, 2006, a dividend arrearage on the Series A Preferred Stock
      aggregated approximately $106,000. Other provisions relating to the Series
      A
      Preferred Stock include:





·
            In
                the event dividends are distributed to holders of shares of common
                stock,
                the holders of Series A Preferred Stock shall be entitled to receive
                dividends on a pari passu basis.





·
            In
                the event of a Liquidation Event, as defined in the Certificate of
                Designation, Preferences, and Rights of the Series A Preferred Stock
                (the
                “Certificate of Designation”), the holders of Series A Preferred Stock
                shall be entitled to a Liquidation Preference consisting of the Stated
                Value, accrued and unpaid dividends, and any other amounts
                owed.





·
            Mandatory
                redemption provisions are effective if and when the Company fails
                to issue
                shares of common stock to holders of the Series A Preferred Stock
                upon
                exercise of conversion rights, or the common stock of the Company
                fails,
                after having been initially listed, to remain listed on the
                Over-the-Counter Bulletin Board, NASDAQ National Market, NASDAQ Small
                Cap
                Market, New York Stock Exchange or American Stock Exchange, for any
                reason
                within the control of the Company.





·
            The
                Company may elect to optionally redeem the Series A Preferred Stock
                in an
                amount equal to 120% of the Stated Value of each share, accrued and
                unpaid
                dividends, and any other amounts
                owed.





·
            Each
                share of Series A Preferred Stock is convertible into common shares
                at the
                Conversion Price generally set at 85% of the average of the lowest
                three
                Average Daily Prices, as defined the Certificate of Designation,
                for the
                Company’s common stock during the 20-day trading period prior to the date
                of a conversion notice. In connection with this discounted conversion
                feature, the Company recorded a discount to Series A Preferred Stock
                in
                the amount of $212,000, which is being amortized over the 36-month
                period
                prior to the automatic conversion date described below, unless conversion
                occurs prior to that date. During the year ended March 31, 2006,
                amortization of $71,000 was charged to accumulated
                deficit.





·
            So
                long as certain conditions are met, all shares of Series A Preferred
                Stock
                issued and outstanding on October 14, 2007, shall be automatically
                converted into shares of common stock at the Conversion
                Price.





The
      report of the independent certified public accountants on our consolidated
      financial statements as of March 31, 2006 contains an explanatory
      paragraph regarding an uncertainty with respect to our ability to continue
      as a
      going concern. We have not generated sufficient revenues to cover our expenses,
      and we have an accumulated deficit of $6,674,248 of March 31, 2006. However,
      we
      believe that by concentrating on our core business of selling home heating
      oil,
      as well as by seeking the possible acquisition of profitable businesses and
      additional financings, we will generate sufficient revenues and liquidity for
      the Company to operate for the next 12 months although as of March 31, 2006
      we
      had $1,307,483 of current liabilities and working capital of $634,244. There
      can
      be no assurances that the Company will be successful in developing its business
      and achieving a profitable level of operations sufficient to meet its cash
      needs.





We
      anticipate that over the next twelve months we will need additional financing
      to
      fund acquisitions of businesses similar to that of ours and operating losses
      expected to be incurred until such time as we are able to generate positive
      cash
      flow.


9




The
      Company has total liabilities and contractual obligations of $4,639,461 as
      of
      March 31, 2006. These contractual obligations, along with the dates on which
      such payments are due, are described below:


**Contractual
                  Obligations**
              
              **Total**
              
              **1
                  Year or Less**
              
              **More
                  Than 1**
                **Year**Convertible
                  Debentures
              
              $
              3,246,335
              
              $
              -
              
              $
              3,246,335Accounts
                  Payable and Accrued Expenses
              
              
              569,228
              
              
              569,228
              
              
              -Installment
                  obligation1
              
              
              105,788
              
              
              39,185
              
              
              66,603Accrued
                  Interest
              
              
              629,236
              
              
              629,236
              
              
              -Other
              
              
              88,874
              
              
              69,835
              
              
              19,039Total
                  Contractual Obligations
              
              $
              4,639,461
              
              $
              1,307,484
              
              
              3,331,977







1
            The
                purchase price of a customer list acquired by the Company during
                the year
                ended March 31, 2006 included an obligation to make 36 fixed monthly
                installment payments of $4,000 each, or $144,000 in total. The Company
                recorded a discounted liability in the amount of $123,964, of which
                a
                balance of $105,788 is remaining at March 31,
                2006.





The
      Company’s failure to develop its business and achieve a sufficiently profitable
      level of operations will likely have a material, adverse effect on the Company’s
      business, results of operations and financial condition and the Company’s
      ability to continue as a going concern. As a consequence of such failure, we
      may
      be forced to seek protection under the bankruptcy laws. In that event, it is
      unclear whether we could successfully reorganize our capital structure and
      operations, or whether we could realize sufficient value for our assets to
      satisfy our creditors in full. Accordingly, should we be forced to file for
      bankruptcy protection, there is no assurance that our stockholders would receive
      any value.





Below
      is
      a discussion of our sources and uses of funds for the years ended March 31,
      2006
      and 2005:




**Net
      Cash Used In Operating Activities**




Net
      cash
      used in operating activities was $697,503 and $830,669 in the years ended March
      31, 2006 and 2005, respectively. The cash used in operating activities for
      the
      year ended March 31, 2006 was principally the result of a net loss of
      $2,223,302, a seasonal increase in accounts receivable of $288,694 attributable
      to a higher level of sales volume and the addition of customers not paying
      by
      credit card, offset by non-cash charges of $1,125,507 for charges for stock
      issued for services and $317,051 for other items, a seasonable increase in
      accounts payable and accrued expenses of $180,971 attributable to increased
      spending and an increase in accrued interest of $195,205. The use of cash in
      operating activities for the year ended March 31, 2005 was principally the
      result of a net loss of $1,254,402, a seasonal increase in accounts receivable
      of $204,856, offset by non-cash charges of $692,490 and an increase in accrued
      interest of $228,644.




**Net
      Cash Used In Investing Activities**




We
      used
      $399,494 and $95,945, respectively, during the years ended March 31, 2006 and
      2005, respectively, for the acquisition of customer lists in both fiscal years,
      and fixed assets.




**Net
      Cash Provided By Financing Activities**




Net
      cash
      provided by financing activities for the year ended March 31, 2006 was
      $1,725,991, principally attributable to the proceeds from convertible debentures
      of $1,856,667, net of financing costs, offset by a net decrease in related
      party
      debt of $30,676. Net cash provided by financing activities for the year ended
      March 31, 2005 was $1,168,620, principally from funds provided by the sale
      of
      convertible debentures of $1,171,657, net of financing costs.


10




**Recently
      Issued Accounting Pronouncements**





In
      November 2004, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 151, “Inventory Costs” (“SFAS No. 151”). SFAS
      No. 151 amends the guidance in ARB No. 43 Chapter 4 Inventory Pricing to require
      items, such as idle facility costs, excessive spoilage, double freight and
      rehandling costs, to be treated as expenses in the current period, regardless
      if
      they are abnormal amounts or not. SFAS No. 151 will become effective for the
      Company in the first quarter of 2006. The Company is primarily a service
      provider and as such the adoption of SFAS No. 151 is not expected to have
      significant effect on the Company’s financial statements.





In
      December 2004, the Financial Accounting Standards Board (“FASB”) issued
      Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment”
(“SFAS No. 123(R)”). SFAS No. 123(R) revises SFAS No. 123, “Accounting for
      Stock-Based Compensation” and supersedes APB Opinion No. 25, “Accounting for
      Stock Issued to Employees”. SFAS No. 123(R) focuses primarily on the accounting
      for transactions in which an entity obtains employee services in share-based
      payment transactions. SFAS No. 123(R) requires companies to recognize in the
      statement of operations the cost of employee services received in exchange
      for
      awards of equity instruments based on the grant-date fair value of these awards
      (with limited exceptions). SFAS No. 123(R) is effective as of the first interim
      or annual reporting period that begins after June 15, 2005 for non-small
      business issuers and after December 15, 2005 for small business issuers.
      Accordingly, the Company will adopt SFAS 123(R) in its quarter ending June
      30,
      2006. The Company is currently evaluating the provisions of SFAS 123(R) and
      has
      not yet determined the impact, if any, that it will have on its financial
      statement presentation or disclosures.




In
      May
      2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections"
      ("SFAS 154") which replaces Accounting Principles Board Opinions No. 20
      "Accounting Changes" and SFAS No. 3, "Reporting Accounting Changes in Interim
      Financial Statements-An Amendment of APB Opinion No. 28." SFAS 154 provides
      guidance on the accounting for and reporting of accounting changes and error
      corrections. It establishes retrospective application, or the latest practicable
      date, as the required method for reporting a change in accounting principle
      and
      the reporting of a correction of an error. SFAS 154 is effective for accounting
      changes and corrections of errors made in fiscal years beginning after December
      15, 2005 and is required to be adopted by the Company in the first quarter
      of
      fiscal 2007. The Company is currently evaluating the effect that the adoption
      of
      SFAS 154 will have on its consolidated results of operations and financial
      condition.




The
      Emerging Issues Task Force (“EITF”) reached a tentative conclusion on EITF No.
      05-1, Accounting
      for the Conversion of an Instrument that Becomes Convertible upon the Issuer’s
      Exercise of a Call Option (“EITF
      No. 05-1”) that no gain or loss should be recognized upon the conversion of an
      instrument that becomes convertible as a result of an issuer’s exercise of a
      call option pursuant to the original terms of the instrument. The consensus
      for
      EITF No. 05-1 has not been finalized. The adoption of this pronouncement is
      not
      expected to have an impact on our consolidated financial position, results
      of
      operations or cash flows.





In
      June
      2005, the FASB ratified EITF No. 05-2, The
      Meaning of “Conventional Convertible Debt Instrument” in EITF
      No. 00-19, Accounting
      for Derivative Financial Instruments Indexed to, and Potentially Settled in,
      a
      Company’s Own Stock (“EITF
      No. 05-2”), which addresses when a convertible debt instrument should be
      considered conventional for the purpose of applying the guidance in EITF No.
      00-19 for conventional convertible debt instruments and indicated that
      convertible preferred stock having a mandatory redemption date may qualify
      for
      the exemption provided under EITF No. 00-19 for conventional convertible debt
      if
      the instrument’s economic characteristics are more similar to debt than equity.
      EITF No. 05-2 is effective for new instruments entered into and instruments
      modified in periods beginning after June 29, 2005. The Company has applied
      the
      requirements of EITF No. 05-2 since the required implementation date. The
      adoption of this pronouncement did not have an impact on the Company’s
      consolidated financial position, results of operations or cash
      flows.





EITF
      No.
      05-4, The
      Effect of a Liquidated Damages Clause in a Freestanding Financial
      Instrument subject
      to EITF No. 00-19, Accounting
      for Derivative Financial Instruments Indexed to, and Potentially Settled in,
      a
      Company’s Own Stock (“EITF
      No. 05-4”) addresses financial instruments, such as stock purchase warrants,
      which are accounted for under EITF 00-19 that may be issued at the same time
      and
      in contemplation of a registration rights agreement that includes a liquidated
      damages clause. The consensus for EITF No. 05-4 has not been
      finalized.


11




***Risks
      Related To Our Business***




*RISKS
      RELATED TO OUR BUSINESS:*




*WE
      HAVE HAD LOSSES SINCE OUR INCEPTION. WE EXPECT LOSSES TO CONTINUE IN THE FUTURE
      AND THERE IS A RISK WE MAY NEVER BECOME PROFITABLE.*





For
      the
      fiscal years ended March 31, 2006 and 2005, we had net losses of $2,223,302
      and
      $1,254,402, respectively. We expect to continue to incur significant operating
      expenses until such time as the volume of heating oil sold increases and/or
      we
      add ancillary products or product lines to our business.





*OUR
      INDEPENDENT AUDITORS HAVE EXPRESSED DOUBT ABOUT OUR ABILITY TO CONTINUE AS
      A
      GOING CONCERN, WHICH MAY HINDER OUR ABILITY TO OBTAIN FUTURE
      FINANCING.*





In
      their
      report dated June   13, 2006 on our consolidated financial statements for
      the fiscal year ended March 31, 2006, our independent auditors have
      expressed doubt about our ability to continue as a going concern. Our ability
      to
      continue as a going concern is a result of recurring losses from operations,
      a
      stockholders' deficit, and requirement for a significant amount of capital
      financing to proceed with our business plan.. Our ability to continue as a
      going
      concern is subject to our ability to generate a profit from increasing sales
      and/or to obtain necessary funding from outside sources, including obtaining
      additional funding from the sale of our securities or obtaining loans where
      possible. The going concern qualification in the auditor's report increases
      the
      difficulty in meeting such goals and there can be no assurances that such
      methods will prove successful.





*WE
      TYPICALLY HAVE A WORKING CAPITAL DEFICIT, WHICH MEANS THAT CURRENT ASSETS ARE
      NOT SUFFICIENT TO SATISFY OUR CURRENT LIABILITIES.*





We
      had
      working capital as of March 31, 2006 solely as a result of the sale of
      convertible debentures in the amount of $1,000,000 on March 21, 2006. Our
      current liabilities would have exceeded our current assets by $356,756. Current
      assets are assets that are expected to be converted into cash within one year
      and, therefore, may be used to pay current liabilities as they become due.
      While
      we had working capital as of March 31, 2006, there can be no assurances that
      we
      will be successful in developing our business and achieving a profitable level
      of operations, or be able to raise funding through the sale of equity or
      incurrence of debt financing, sufficient to meet our cash needs in the next
      twelve months.


.


*OUR
      OPERATIONS ARE HAZARDOUS AND COULD EXPOSE US TO THE RISK OF MATERIAL
      LIABILITIES, LOST REVENUES OR INCREASED EXPENSES.*





There
      are
      risks associated with the handling of oil, such as operational hazards and
      unforeseen interruptions caused by events beyond our control. These include
      accidents, the breakdown or failure of equipment or processes, and catastrophic
      events. Liabilities incurred and interruptions in operations caused by the
      handling of oil, have the potential to materially impact our consolidated
      results of operations, financial position and liquidity.





*OUR
      OPERATIONS ARE HAZARDOUS AND COULD EXPOSE US TO THE RISK OF ENVIRONMENTAL
      LIABILITIES.*





There
      are
      environmental risks associated with the risks in the handling of oil mentioned
      above, which include injury or loss of life and extensive property or
      environmental damage. In addition, the general handling of oil has the potential
      for serious impact on human health and the environment.




*WE
      MAY HAVE TO CURTAIL OUR BUSINESS IF WE CANNOT FIND ADEQUATE
      FUNDING.*





While
      we
      have been able to obtain additional financing from the holders of our
      convertible debentures, we currently have no legally binding commitments with
      them or any third parties to obtain any amount of additional equity or debt
      financing. Our principal stockholders have limited financial resources and
      may
      not be able to continue to lend funds to us. We may not be able to obtain any
      additional financing in the amounts or at the times that we may require the
      financing or, if we do obtain any financing, that it would be on acceptable
      terms because of the following:




·
            we
                have no additional assets to pledge as security for a loan;
                and




·
            we
                may be viewed as a high market
                risk.


12




As
      a
      result, we may not have adequate capital to implement future expansions, to
      maintain our current levels of operation or to pursue strategic acquisitions.
      Our failure to obtain sufficient additional financing could result in the delay
      or abandonment of some or all of our expansion and expenditures, which could
      harm our business and the value of our common stock.





*OUR
      BUSINESS OPERATIONS WILL BE HARMED IF WE ARE UNABLE TO OBTAIN ADDITIONAL
      FUNDING.*





Although
      we closed on $1,900,000 of convertible debentures during the fiscal year ended
      March 31, 2006, our business operations will be harmed if we are unable to
      obtain additional funding from related parties or from other investors or
      lenders. We do not know if additional financing will be available when needed,
      or if it is available, if it will be available on acceptable terms. Insufficient
      funds may prevent us from implementing our business strategy or may require
      us
      to delay, scale back or eliminate certain business opportunities for our product
      and services.





*RISKS
      RELATING TO OUR CURRENT FINANCING AGREEMENTS:*





*POSSIBILITY
      OF ANOTHER DEFAULT ON OUR CONVERTIBLE DEBENTURES*





Prior
      to
      a restructuring on October 15, 2004, convertible debentures issued in 2001,
      2002
      and June 2003 aggregating $2,517,949 had matured and were in default. **** There
      can be no assurance that we will be successful in generating the cash flow
      or
      raising the funds necessary to retire these debentures now with maturity dates
      of October 15, 2007 and the additional debentures issued during the fiscal
      year
      ended March 31, 2006 **** with
      maturity dates of June 30, 2008 and March 22, 2009. The debentures are
      collateralized by all of our assets and, in the event we are unable to repay
      or
      restructure these debentures, there is no assurance that the holders of the
      debentures will not institute legal proceedings to recover the amounts owed
      including foreclosure on our assets.





*THERE
      ARE A LARGE NUMBER OF SHARES UNDERLYING OUR CONVERTIBLE DEBENTURES, CONVERTIBLE
      PREFERRED STOCK AND WARRANTS THAT MAY BE AVAILABLE FOR FUTURE SALE AND THE
      SALE
      OF THESE SHARES MAY DEPRESS THE MARKET PRICE OF OUR COMMON
      STOCK.*





As
      of
      June 16, 2006, we had 310,956,826   shares of common stock issued and
      outstanding, outstanding convertible debentures and shares of convertible
      preferred stock that may be converted into an estimated 962,704,467 shares
      of
      common stock at current market prices, and outstanding warrants to purchase
      up
      to 17,000,000 shares of common stock. In addition, the number of shares of
      common stock issuable upon conversion of the outstanding convertible debentures
      may increase if the market price of our stock declines. The sale of these shares
      may adversely affect the market price of our common stock.





*THE
      CONTINUOUSLY ADJUSTABLE CONVERSION PRICE FEATURE OF OUR CONVERTIBLE
      DEBENTURES*  *AND
      PREFERRED STOCK COULD REQUIRE US TO ISSUE A SUBSTANTIALLY GREATER NUMBER OF
      SHARES TO THE HOLDERS OF OUR CONVERTIBLE DEBENTURES AND PREFERRED STOCK, WHICH
      WILL CAUSE DILUTION TO OUR EXISTING STOCKHOLDERS.*





Our
      obligation to issue shares upon conversion of our convertible securities is
      essentially limitless.





13




The
      following is an example of the number of shares of our common stock that is
      potentially issuable to the holders of our convertible debentures and
      convertible preferred stock, upon conversion of such securities and their
      subsequent exercise of warrants, based on market prices 25%, 50% and 75% below
      a
      market price of $0.0115 per share on June 16, 2006:




**Percentage
                Below Market**
            
            **Price
                Per Share**
            
            **Number
                of Shares**
              **Issuable**
            
            **Percentage**
              **of
                Outstanding**
              **Shares**25%
            
            $
            0.0086
            
            
            933,456,198
            
            
            92
            %50%
            
            $
            0.0058
            
            
            1,391,684,297
            
            
            95
            %75%
            
            $
            0.0029
            
            
            2,766,368,593
            
            
            97
            %




The
      issuance of shares upon conversion of the convertible debentures and convertible
      preferred stock and exercise of warrants may result in substantial dilution
      to
      the interests of other stockholders since the holders of such securities may
      ultimately convert and sell the full amount issuable on conversion. Although
      the
      holders of our convertible debentures, convertible preferred stock and warrants
      may not convert and/or exercise such securities if such conversion or exercise
      would cause them to own more than 4.99% of our outstanding common stock, this
      restriction does not prevent them from converting and/or exercising some of
      their holdings and then converting the rest of their holdings. In this way,
      the
      holders of our convertible debentures, convertible preferred stock and warrants
      could sell more than this limit while never holding more than this limit. There
      is no upper limit on the number of shares that may be issued which will have
      the
      effect of further diluting the proportionate equity interest and voting power
      of
      all holders of our common stock.





*IF
      WE
      ARE REQUIRED FOR ANY REASON TO REPAY OUR OUTSTANDING CONVERTIBLE DEBENTURES,
      WE
      WOULD BE REQUIRED TO DEPLETE OUR WORKING CAPITAL, IF AVAILABLE, OR RAISE
      ADDITIONAL FUNDS. OUR FAILURE TO REPAY THE CONVERTIBLE DEBENTURES, IF REQUIRED,
      COULD RESULT IN LEGAL ACTION AGAINST US, WHICH COULD REQUIRE THE SALE OF
      SUBSTANTIAL ASSETS.*





We
      entered into Securities Purchase Agreements for the sale of an aggregate of
      $800,000 of convertible debentures in fiscal 2004 and assumed $1,717,949 of
      convertible debentures in the merger and recapitalization transaction with
      ClickableOil.com, Inc. that, less an aggregate reduction of $1,834,758 through
      June 16, 2006 due to conversions into shares of our common stock, are due and
      payable, with 8% interest, at various dates commencing October 15, 2007. During
      the fiscal year ended March 31, 2006, we closed on an additional $900,000 of
      convertible debentures on June 30, 2005 that are due and payable, with 10%
      interest, on June 30, 2008, and $1,000,000 of convertible debentures on March
      22, 2006 that are due and payable, with 6% interest, on March 22, 2009. Unless
      sooner converted into shares of our common stock, we are required to repay
      the
      convertible debentures on such dates. To do so, we would be required to use
      our
      working capital, if any at that time, and/or raise additional funds. If we
      were
      unable to repay the debentures when required, the debenture holders could
      commence legal action against us to recover the amounts due. Any such action
      may
      require us to curtail or cease operations.





*RISKS
      RELATING TO OUR COMMON STOCK:*




*OUR
      BOARD OF DIRECTORS CAN ISSUE PREFERRED STOCK WITHOUT STOCKHOLDER CONSENT AND
      DILUTE OR OTHERWISE SIGNIFICANTLY AFFECT THE RIGHTS OF EXISTING
      STOCKHOLDERS.*





Our
      certificate of incorporation provides that preferred stock may be issued from
      time to time in one or more series. Our Board of Directors is authorized to
      determine the rights, preferences, privileges and restrictions granted to and
      imposed upon any unissued series of preferred stock and the designation of
      any
      such shares, without any vote or action by our stockholders. The Board of
      Directors may authorize and issue preferred stock with voting power or other
      rights that could adversely affect the voting power or other rights of the
      holders of common stock. In addition, the issuance of preferred stock could
      have
      the effect of delaying, deferring or preventing a change in control, because
      the
      terms of preferred stock that might be issued could potentially prohibit the
      consummation of any merger, reorganization, sale of substantially all of our
      assets, liquidation or other extraordinary corporate transaction without the
      approval of the holders of the outstanding shares of the preferred
      stock.




14





*THE
      PRICE OF OUR COMMON STOCK MAY BE AFFECTED BY A LIMITED TRADING VOLUME AND MAY
      FLUCTUATE SIGNIFICANTLY.*




There
      can
      be no assurance that the active trading market that developed during fiscal
      2006
      will continue. An absence of an active trading market could adversely affect
      our
      stockholders' ability to sell our common stock in short time periods, or
      possibly at all. Our common stock was only relisted by the NASD in March 2005,
      at which time trading resumed. In the foreseeable future our common stock is
      likely to experience significant price and volume fluctuations that could
      adversely affect its market price without regard to our operating performance.
      In addition, we believe that factors such as quarterly fluctuations in our
      financial results and changes in the overall economy or the condition of the
      financial markets could cause the price of our common stock to fluctuate
      substantially.





*OUR
      COMMON STOCK IS SUBJECT TO "PENNY STOCK" RULES.*





The
      Securities and Exchange Commission has adopted Rule 15g-9 which establishes
      the
      definition of a "penny stock," for the purposes relevant to us, as any equity
      security that has a market price of less than $5.00 per share or with an
      exercise price of less than $5.00 per share, subject to certain exceptions.
      For
      any transaction involving a penny stock, unless exempt, the rules require
      that:





·
            a
                broker or dealer approve a customer's account for transactions in
                penny
                stocks;





·
            the
                broker or dealer receive from the customer an agreement to the
                transaction, setting forth the identity and quantity of the penny
                stock to
                be purchased; and





·
            effective
                September 12, 2005, the broker or dealer wait for a period of not
                less
                than two business days after the broker or dealer sends such agreement
                before effecting a transaction in a penny stock by, for or with the
                account of the customer.





In
      order
      to approve a customer's account for transactions in penny stocks, the broker
      or
      dealer must





·
            obtain
                financial information and investment experience objectives of the
                customer;





·
            make
                a reasonable determination that the transactions in penny stocks
                are
                suitable for that customer and the customer has sufficient knowledge
                and
                experience in financial matters to be capable of evaluating the risks
                of
                transactions in penny stocks,





·
            provide
                a written statement to the customer which sets forth the basis on
                which
                the broker or dealer made the suitability determination,
                and





·
            receive
                the signed, written agreement from the customer prior to the
                transaction.





The
      broker or dealer must also deliver, prior to any transaction in a penny stock,
      a
      disclosure schedule prepared by the Securities and Exchange Commission relating
      to the penny stock market. Disclosures must include the risks of investing
      in
      penny stocks in both public offerings and in secondary trading, the commissions
      payable to both the broker-dealer and the registered representative, current
      quotations for the securities and the rights and remedies available to an
      investor in cases of fraud in penny stock transactions. Effective September
      12,
      2005, the broker or dealer must obtain from a customer a signed and dated
      acknowledgment of the customer’s receipt of the disclosure schedule before the
      broker or dealer may effect a transaction in a penny stock for such
      customer.




**ITEM
      7. FINANCIAL STATEMENTS**





The
      Company's consolidated financial statements as of and for the fiscal year ended
      March 31, 2006 have been examined to the extent indicated in their report by
      Simontacchi & Company, LLP., independent certified accountants, and have
      been prepared in accordance with accounting principles generally accepted in
      the
      United States of America and pursuant to Regulation S-B as promulgated by the
      Securities and Exchange Commission. The aforementioned consolidated financial
      statements are included in this Report on Form 10-KSB beginning on page
      F-1.




15





**ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE**




As
      previously reported on our Current Report on Form 8-K filed with the Securities
      and Exchange Commission (“SEC”) on November 8, 2005 and on our Current Report on
      Form 8-K/A filed with the SEC on January 26, 2006, we dismissed Weinberg &
Company, P.A. as the auditor for Clickable Enterprises, Inc. on November 8,
      2005. Effective November 7, 2005 we engaged Simontacchi & Company, LLP
      ("Simontacchi") to serve as the independent public accountants to audit our
      financial statements for the fiscal year ending March 31, 2006.




**ITEM
      8A. CONTROLS AND PROCEDURES**





**(a)**  **Evaluation
      of Disclosure Controls and Procedures:**





As
      a
      result of the Company’s failure to obtain the consent and updated opinion of our
      former Accountants, Weinberg & Comnay, PA, with respect to the Company’s
      financial statements for the year ended March 31, 2005 as set forth in the
      comparative financial statements included in the Form 10-KSB, we carried out,
      under the supervision and with the participation of our Chief Executive Officer
      and Chief Financial Officer, a re-evaluation of the effectiveness of the design
      and operation of our disclosure controls and procedures (as defined in Rules
      13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
      (the “Exchange Act”)) as of March 31, 2006. Based on this re-evaluation, our
      Chief Executive Officer and Chief Financial Officer concluded that our
      disclosure controls and procedures were not effective to ensure that information
      required to be disclosed by us in our reports that are filed or submitted under
      the Exchange Act is recorded, processed, summarized and reported within the
      time
      periods specified in SEC rules and forms and is accumulated and communicated
      to
      our management, including our Chief Executive Officer and Chief Financial
      Officer, to allow timely decisions regarding required disclosures. Specifically,
      our Chief Executive Officer and Chief Financial Officer identified the failure
      to obtain the consent of our former accountant as a deficiency in the controls
      and procedures applicable to the unique circumstances confronting the Company
      as
      a result of the change in its independent public accountants in November 2005.
      While management did present the Company’s financial statements for the year
      ended March 31, 2006 and Form 10-KSB in draft form to its current accountant
      for
      its review and consent, management did not similarly present the Form 10-KSB
      in
      draft form to its former accountant or obtain the consent of such former
      accountant for the reuse of its prior report. This failure was inadvertent.
      We
      do not believe that this failure represents a a failure or weakness in the
      recordation, processing, summarization and reporting of information required
      to
      be reported by us generally. Currently, we are working with Weinberg to complete
      the review necessary to receive its consent. In addition, and prior to
      Weinberg’s review, we are evaluating the effect of the SEC’s December, 2005
      interpretation of EITF 00-19, on our accounting for our convertible debentures
      and related warrants. Depending on the materiality of this effect, this
      interpretation of EITF 00-19 may require restatement of our financial statements
      for the fiscal year ended March 31, 2006 and the prior 2 fiscal years.





In
      order
      to prevent future control deficiencies of this type, we intend to review
      diligently our procedures for communicating with current and former accountants
      with respect to the audited financial information set forth in our reports
      filed
      or submitted under the Exchange ACT and ensuring compliance with Item 310 of
      Regulation S-B and Rule 2-05 of Regulation S-X.




**(b)**  **Changes
      in Internal**  **Control
      Over Financial Reporting**  **:**




There
      were no changes in the Company's internal control over financial reporting
      during the quarter ended March 31, 2006 that were identified in connection
      with
      aforementioned re-evaluation that has materially affected, or is reasonably
      likely to materially affect, the Company’s internal control over financial
      reporting




**ITEM
      8B. OTHER INFORMATION**





None.


16




**Part
      III**





**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
      WITH
      SECTION 16(a) OF THE EXCHANGE ACT**





The
      following table sets forth the names and ages of our current directors and
      executive officers and their principal offices and positions. Our executive
      officers are elected annually by the Board of Directors. Our directors serve
      one-year terms until their successors are elected. The executive officers serve
      terms of one year or until their death, resignation or removal by the Board
      of
      Directors. There are no family relationships or understandings between any
      of
      the directors and executive officers. In addition, there was no arrangement
      or
      understanding between any executive officer and any other person pursuant to
      which any person was selected as an executive officer.





Our
      directors and officers are as follows:




**Name
                and Address******
            
            **Age******
            
            **Position**Nicholas
                Cirillo, Jr.
            
            43
            
            Chief
                Executive Officer, President andc/o
                ClickableOil.com, Inc.
            
            
            
            Director711
                South Columbus AvenueMount
                Vernon, NY 10550Guy
                Pipolo
            
            43
            
            Chief
                Operating Officer, Chief Financialc/o
                ClickableOil.com, Inc.
            
            
            
            Officer
                and Director711
                South Columbus AvenueMount
                Vernon, NY 10550David
                Rodgers
            
            53
            
            Secretary
                and Directorc/o
                ClickableOil.com, Inc.711
                South Columbus AvenueMount
                Vernon, NY 10550




Nicholas
      Cirillo, Jr. is the Chief Executive Officer, President and co-founder of
      Clickable Enterprises, Inc. Effective, as of the June 6, 2003 merger with
      ClickableOil.com, Inc., Mr. Cirillo was appointed President and Director of
      the
      Company. Prior to this, Mr. Cirillo co-founded, along with Guy Pipolo, National
      Retailers Group (which later became ClickableOil.com, Inc., when National
      Retailers Group became an Internet-based company), a New-York based discount
      oil
      company that provided purchasing, hedging and logistical services to wholesale
      terminal operations in both the Bronx and Westchester, marketed #4 and #6 oil
      to
      commercial customers in New York, Connecticut and Massachusetts, and offered
      homeowners reduced-priced oil using state-of-the-art distribution strategies.
      From 1987 to 1995, Mr. Cirillo was a Manager with Cibro Petroleum where his
      responsibilities included overseeing the hedging and purchasing strategies
      for
      over $1 billion in home heating oil. Mr. Cirillo was also employed by Bear
      Stearns and by a privately held petroleum trading company. He received his
      Bachelor of Arts in Economics from Georgetown University, and his Masters of
      Business Administration from Fordham University.




Guy
      Pipolo is the Chief Operating Officer, Chief Financial Officer and co-founder
      of
      Clickable Enterprises, Inc. Effective, as of the June 6, 2003 merger with
      ClickableOil.com, Inc., Mr. Pipolo was appointed Chief Operating Officer, Chief
      Financial Officer and Director of the Company. Prior to this, Mr. Pipolo
      co-founded along with Mr. Cirillo National Retailers Group (which later became
      ClickableOil.com, Inc., when National Retailers Group became an Internet-based
      company), a New-York based discount oil company that provided purchasing,
      hedging and logistical services to wholesale terminal operations in both the
      Bronx and Westchester, marketed #4 and #6 oil to commercial customers in New
      York, Connecticut and Massachusetts, and offered homeowners reduced-priced
      oil
      using state-of-the-art distribution strategies. From 1988 to 1995, Mr. Pipolo
      was the Supply Manager with Cibro Petroleum. Mr. Pipolo earned his Bachelor
      of
      Business Administration in Finance from Iona College.




David
      Rodgers is co-founder of Clickable Enterprises, Inc. Effective, as of the June
      6, 2003 merger with ClickableOil.com, Inc., Mr. Rodgers was appointed Secretary
      and Director of the Company. He currently serves as Chief Financial Officer
      of
      Refuse Systems Corp., and Appliance Brokers Ltd Inc. Previously, he served
      as
      the Director of Information Technology and Chief Financial Officer with Burnside
      Coal and Oil/West Vernon Petroleum Corp., Mr. Rodgers received his Bachelor
      of
      Science in Accounting from the University of Bridgeport.


17




The
      Company does not have a separately-designated standing Audit Committee. The
      entire Board of Directors is acting as the Company’s Audit Committee in
      accordance with Section 3(a)(58)(B) of the Exchange Act. The Board of Directors
      has determined that no member of the Board of Directors qualifies as an audit
      committee financial expert (as defined in Item 401(e)(2) of Regulation
      S-B).





**Code
      of Ethics**





On
      July
      11, 2005, the Board of Directors adopted a written Code of Ethics designed
      to
      deter wrongdoing and promote honest and ethical conduct, full, fair and accurate
      disclosure, compliance with laws, prompt internal reporting and accountability
      to adherence to the Code of Ethics. A copy of this Code of Ethics is filed
      as an
      exhibit to this report.





**Section
      16(a) Beneficial Ownership Reporting Compliance**





Section
      16(a) of the Exchange Act requires our officers, directors, and persons who
      beneficially own more than 10% of our common stock to file reports of securities
      ownership and changes in such ownership with the SEC. Officers, directors and
      greater than 10% beneficial owners are also required by rules promulgated by
      the
      SEC to furnish us with copies of all Section 16(a) forms they file.





Based
      solely upon a review of the copies of such forms furnished to us, or written
      representations that no Form 5 filings were required, we believe that during
      the
      fiscal year ended March 31, 2006, there was compliance with all Section 16(a)
      filing requirements applicable to our officers, directors and greater than
      10%
      beneficial owners.





**ITEM
      10. EXECUTIVE COMPENSATION**




**Summary
      Compensation Table**





The
      following table shows compensation paid by us to our Chief Executive Officer
      and
      our other executive officer (the “Named Executive Officers”) for the fiscal
      years 2006, 2005 and 2004. Other than as set forth below, no Named Executive
      Officers’ salary and bonus exceeded $100,000 in any of the applicable years. The
      following information includes the dollar value of base salaries, bonus awards,
      the value of restricted shares issued in lieu of cash compensation and certain
      other compensation, if any, whether paid or deferred.




Annual
                Compensation
            
            Long-Term
                CompensationAwards
            
            PayoutsName
                and
              Principal
                Position
            
            Year
            
            Salary
            
            Bonus
            
            Other
                    Annual
                    Compensation
            
            Restricted
                  Stock
                  Award(s)
            
            Options/
                SARs
            
            LTIP
                Payouts
            
            All
                  Other
                Compensation($)
            
            ($)
            
            ($)
            
            ($)
            
            ($)
            
            ($)
            
            ($)
            
            ($)Nicholas
                Cirillo, Jr.
            
            
            2006
            
            
            53,846
            
            
            0
            
            
            0
            
            
            348,000
            (1)
            
            0
            
            
            0
            
            
            0CEO
                and President
            
            
            2005
            
            
            15,000
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            02004
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0Guy
                Pipolo
            
            
            2006
            
            
            53,846
            
            
            0
            
            
            0
            
            
            348,000
            (1)
            
            0
            
            
            0
            
            
            0COO
                and CFO
            
            
            2005
            
            
            15,000
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            02004
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0





(1)
      At
      the end of the Company’s last completed year, each of Messrs. Cirillo and Pipolo
      had aggregate restricted stock holdings of 15,000,000 shares of common stock
      valued at $450,000 based upon the value of the Company’s common stock as of
      March 31, 2006 ($0.03 per share). Such restricted stock was awarded on February
      2, 2006 pursuant to the Company’s 2006 Stock Plan and vested in full immediately
      upon the date of grant. No dividends will be paid on such restricted
      stock.


18




During
      the last fiscal year, there were no individual grants of stock options or
      freestanding SARs, nor were there any exercises of stock options or freestanding
      SARs, to or by any executive officer, nor were there any unexercised options
      or
      SARs granted to any executive officer, nor were there any awards made to any
      executive officers under any long term incentive plan.





**Employment
      Agreement**





None
      of
      the Company’s current executive officers has an employment or severance
      agreement with the Company, and each executive officer’s employment may be
      terminated at any time at the discretion of the Board of Directors.





**Director
      Compensation**





None
      of
      the Company’s directors are compensated.





**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS**





The
      following table contains information about the beneficial ownership of our
      common stock as of June 16, 2006 for:





·
            each
                person who beneficially owns more than five percent of the common
                stock;




·
            each
                of our directors;




·
            the
                Named Executive Officers; and




·
            all
                directors and executive officers as a
                group.




Unless
      otherwise indicated, the address for each person or entity named below is c/o
      Clickable Enterprises, Inc., 711 South Columbus Avenue, Mount Vernon, New York
      10550.





Beneficial
      ownership is determined in accordance with the rules of the SEC and generally
      includes voting or investment power with respect to securities. Except as
      indicated by footnote, and subject to community property laws where applicable,
      the persons named in the table below have sole voting and investment power
      with
      respect to all shares of common stock shown as beneficially owned by them.
      The
      percentage of beneficial ownership is based on 310,956,826 shares of common
      stock outstanding as of June 16, 2006.




Common
                Stock Beneficially OwnedName
              and Address
            
            Number
            
            PercentNicholas
                Cirillo, Jr. (1)
            
            
            34,932,420
            
            
            11.2
            %Guy
                Pipolo (1)
            
            
            34,932,420
            
            
            11.2
            %David
                Rodgers (1)
            
            
            19,030,020
            
            
            6.1
            %All
                Executive Officers and Directors as a Group
            
            
            88,894,860
            
            
            28.6
            %





(1)
            All
                shares are beneficially owned by (a) DGN Holdings, LLC, a New York
                limited
                liability company in which Messrs. Cirillo, Pipolo and Rodgers each
                owns a
                33.33% interest, (b) NexGen Energy, LLC, a New York limited liability
                company in which Messrs. Cirillo, Pipolo and Rodgers each owns a
                33.33%
                interest and (c) NRG Heat and Power, LLC, a New York limited liability
                company in which Messrs. Cirillo and Pipolo each owns a 50%
                interest.




19




**EQUITY
      COMPENSATION PLANS**




On
      February 4, 2004, the Company filed an S-8 Registration Statement to register
      10,000,000 shares of common stock at a proposed maximum offering price of $.05
      per share under the Company’s 2004 Stock Incentive Plan (the “2004 Plan”). On
      February 6, 2006, the Company filed an S-8 Registration Statement to register
      50,000,000 shares of common stock at a proposed maximum offering price of $.024
      per share under the Company’s 2006 Stock Plan (the “2006 Plan”).]





The
      purpose of each Plan is to assist in attracting, motivating, retaining and
      compensating highly competent key employees, non-employee directors and
      consultants to achieve long-term corporate objectives and to reduce debt of
      the
      Company through the issuance of common stock rather than the payment of
      cash.




An
      aggregate of 14,000,000 and 160,000 common shares were issued to consultants
      pursuant to the Plans during the years ended March 31, 2006 and 2005,
      respectively, and an additional 31,000,000 common shares were issued to Messrs.
      Cirillo, Pipolo and another stockholder pursuant to the 2006 Plan during the
      year ended March 31, 2006.




The
      following table sets forth information, as of March 31, 2006, regarding the
      Company’s existing compensation plans pursuant to which the Company’s common
      stock is authorized for issuance to employees or non-employees (such as
      directors, consultants and advisors) in exchange for consideration in the form
      of services :





**Plan category**
            
            **Number
                of securities to****be
                issued upon exercise**
              **of
                outstanding options,**
              **warrants
                and rights (a)**
            
            **Weighted-average**
              **exercise
                price of**
              **outstanding
                options,**
              **warrants
                and rights (b)**
            
            **Number
                of securities**
              **remaining
                available for****future
                issuance under****equity
                compensation**
              **plans
                (excluding**
              **securities
                reflected**
              **in
                column (a)) (c)**Equity
                compensation plans
              approved
                by security
              holders
            
            
            NoneEquity
                compensation plans
              not
                approved by security
              holders
            
            
            None
            
            
            N/A
            
            
            8,840,000
            (1)Total
            
            
            None
            
            
            N/.A
            
            
            8,840,000





(1)
            Securities
                have been issued in the form of restricted stock and securities are
                issuable pursuant to the Company’s 2004 Stock Incentive Plan or 2006 Stock
                Plan .


20





**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**





During
      the past two fiscal years, there have been no transactions between us and any
      officer, director, nominee for election as director, or any shareholder owning
      greater than five percent (5%) of our outstanding shares, nor any member of
      the
      above referenced individuals' immediate family, except as follows:





During
      the year ended March 31, 2006, the Company's liability for non-interest bearing
      cash advances and oil purchases from NRG Heat & Power, LLC (“NRG”) and Flaw,
      Inc. (“Flaw”), oil suppliers that are owned and managed by Messrs. Cirillo and
      Pipolo, officers and directors of the Company, decreased in the net amount
      of
      $30,676. As of March 31, 2005, the non-interest bearing obligation of $15,965
      from NRG and Flaw is included in due from related parties in current assets.
      During the years ended March 31, 2006 and 2005, the Company purchased oil for
      resale from NRG and Flaw in the amount of $186,379 and $125,983,
      respectively.





During
      the years ended March 31, 2006 and 2005, the company paid NexGen Energy, LLC
      (“NexGen”), a company owned by Messrs. Cirillo, Pipolo and another stockholder,
      $201,506 and $114,001, respectively, for trucking to pick up and delivery of
      fuel. As of March 31, 2005, the Company owed $12,500 to NexGen for accrued
      and
      unpaid interest pertaining to an earlier obligation that was satisfied with
      the
      issuance of common stock effective January 27, 2004. During the year ended
      March
      31, 2006, the Company satisfied this obligation.





During
      the years ended March 31, 2006 and 2005, the Company had fuel sales of $54,786
      and $60,172, respectively, to NRG and Flaw.





The
      above-referenced transactions with our affiliates were made on terms that are
      no
      less favorable to us than those generally available from unaffiliated third
      parties.




**ITEM
      13. EXHIBITS**




**Exhibit
                No.**
            
            **Description****(1)**3(i)(a)
            
            Articles
                of Incorporation (Incorporated by reference to our Registration Statement
                on Form 10-SB filed February 6, 1998).3(i)(b)
            
            Certificate
                of Amendment (Incorporated by reference to our Registration statement
                on
                Form SB-2/A filed on May 14, 2004).3(i)(c)
            
            Certificate
                of Designations, Preferences, and Rights of Series A Convertible
                Preferred
                Stock of Clickable Enterprises, Inc. (Incorporated by reference to
                our
                Current Report on Form 8-K filed November 16, 2004)3(ii)
            
            Bylaws
                (Incorporated by reference to our Registration Statement on Form
                10-SB
                filed February 6, 1998).4.1
            
            Silver
                Ramona Mining, Inc. 10% Secured Convertible Debenture due June 29,
                2003 in
                the principal sum of $794,119.79, issued to AJW Partners, LLC
                (Incorporated by reference to our Registration Statement on Form
                SB-2
                filed August 3, 2001).4.2
            
            Silver
                Ramona Mining, Inc. 10% Secured Convertible Debenture due June 29,
                2003 in
                the principal sum of $398,829.30, issued to AJW Partners, LLC
                (Incorporated by reference to our Registration Statement on Form
                SB-2
                filed August 3, 2001).4.3
            
            Silver
                Ramona Mining, Inc. 10% Secured Convertible Debenture due August
                13, 2003
                in the principal sum of $125,000, issued to New Millennium Capital
                Partners II, LLC (Incorporated by reference to our Current Report
                on Form
                8-K filed August 14, 2001).4.4
            
            Silver
                Ramona Mining, Inc. 10% Secured Convertible Debenture due August
                13, 2003
                in the principal sum of $125,000, issued to AJW Partners, LLC
                (Incorporated by reference to our Current Report on Form 8-K filed
                August
                14, 2001).  21




**Exhibit
                No.**
            
            **Description****(1)**4.5
            
            Security
                Agreement among the Company and the Initial Purchasers (Incorporated
                by
                reference to our Current Report on Form 8-K filed July 17,
                2001).4.6
            
            Intellectual
                Property Security Agreement among the Company and the Initial Purchasers
                (Incorporated by reference to our Current Report on Form 8-K filed
                July
                17, 2001).4.7
            
            Secured
                Convertible Debenture Purchase Agreement dated as of May 8, 2002
                among the
                Company and AJW Partners, LLC, New Millennium Capital Partners II,
                LLC,
                Pegasus Capital Partners, LLC and AJW/New Millennium Offshore Ltd.
                (the
                "Subsequent Purchasers") (Incorporated by reference to our Registration
                Statement on SB-2 filed June 21, 2002).4.8
            
            Registration
                Rights Agreement dated as of May 8, 2002, among the Company and the
                Subsequent Purchasers (Incorporated by reference to our Registration
                Statement on SB-2 filed June 21, 2002).4.9
            
            Achievement
                Tec Holdings, Inc. 10% Secured Convertible Debenture due May 8, 2003
                in
                the principal sum of $37,500, issued to New Millennium Capital Partners
                II, LLC (Incorporated by reference to our Registration Statement
                on SB-2
                filed June 21, 2002).4.10
            
            Achievement
                Tec Holdings, Inc. 10% Secured Convertible Debenture due May 8, 2003
                in
                the principal sum of $37,500, issued to AJW Partners, LLC (Incorporated
                by
                reference to our Registration Statement on SB-2 filed June 21,
                2002).4.11
            
            Achievement
                Tec Holdings, Inc. 10% Secured Convertible Debenture due May 8, 2003
                in
                the principal sum of $112,500, issued to Pegasus Capital Partners,
                LLC
                (Incorporated by reference to our Registration Statement on SB-2
                filed
                June 21, 2002).4.12
            
            Achievement
                Tec Holdings, Inc. 10% Secured Convertible Debenture due May 8, 2003
                in
                the principal sum of $112,500, issued to AJW/New Millennium Offshore
                Ltd.
                (Incorporated by reference to our Registration Statement on SB-2
                filed
                June 21, 2002).4.13
            
            Security
                Agreement among the Company and the Subsequent Purchasers (Incorporated
                by
                reference to our Registration Statement on SB-2 filed June 21,
                2002).4.14
            
            Intellectual
                Property Security Agreement among the Company and the Subsequent
                Purchasers (Incorporated by reference to our Registration Statement
                on
                SB-2 filed June 21, 2002).4.15
            
            Securities
                Purchase Agreement among the Company and AJW Partners, LLC, AJW Offshore,
                Ltd., AJW Qualified Partners, LLC and New Millennium Capital Partners
                II,
                LLC, dated June 30, 2005 (Incorporated by reference to our Form 10-QSB
                for
                the period ended June 30, 2005 filed on August 24,
                2005).4.16
            
            Form
                of Callable Secured Convertible Note entered into in connection with
                Exhibit 4.15 (Incorporated by reference to our Form 10-QSB for the
                period
                ended June 30, 2005 filed on August 24, 2005).4.17
            
            Form
                of Stock Purchase Warrant entered into in connection with Exhibit
                4.15
                (Incorporated by reference to our Form 10-QSB for the period ended
                June
                30, 2005 filed on August 24, 2005).4.18
            
            Security
                Agreement among the Company and AJW Partners, LLC, AJW Offshore,
                Ltd., AJW
                Qualified Partners, LLC and New Millennium Capital Partners II, LLC,
                dated
                June 30, 2005 (Incorporated by reference to our Form 10-QSB for the
                period
                ended June 30, 2005 filed on August 24, 2005).4.19
            
            Securities
                Purchase Agreement, dated as of March 21, 2006, entered into by and
                among
                Clickable Enterprises, Inc., AJW Partners, LLC, AJW Offshore, Ltd.,
                AJW
                Qualified Partners, LLC and New Millennium Capital Partners II, LLC
                (filed
                herewith).4.20
            
            Form
                of 6% Callable Secured Convertible Note issued in connection with
                Exhibit
                4.19 (filed herewith).




22





**Exhibit
                No.**
            
            **Description****(1)**4.21
            
            Form
                of Stock Purchase issued in connection with Exhibit 4.19 (filed
                herewith).4.22
            
            Security
                Agreement dated as of March 21, 2006, entered into by and among Clickable
                Enterprises, Inc., AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified
                Partners, LLC and New Millennium Capital Partners II, LLC (filed
                herewith).10.1
            
            Independent
                Contractor/Trucking Agreement dated March 2004 (Incorporated by reference
                to our Amended Registration Statement on Form SB-2/A filed on May
                14,
                2004).10.2
            
            Terminal
                Agreement dated October 2000 between ClickableOil.com, Inc. and New
                Hyde
                Park Oil Terminal, LLC (Incorporated by reference to our Amended
                Registration Statement on Form SB-2/A filed on May 14,
                2004).10.3
            
            Independent
                Contractor Agreement dated June 2002 between ClickableOil.com, Inc.
                and
                NexGen Energy, LLC. (Incorporated by reference to our Amended Registration
                Statement on Form SB-2/A filed on May 14, 2004).10.4
            
            Purchase
                Agreement, dated as of September 20, 2005, by and between
                ClickableOil.com, Inc. and Mr. Patsy Rubbino (filed
                herewith).10.5
            
            Asset
                Purchase Agreement, dated as of July 15, 2005, entered into by and
                among
                Clickable Enterprises, Inc. and Allamuchy Transport, Inc. (filed
                herewith).10.6*
            
            Clickable
                Enterprises, Inc. 2004 Incentive Stock Plan (Incorporated by reference
                to
                Exhibit to our Registration Statement on Form S-8 filed on February
                6,
                2004).10.7*
            
            Clickable
                Enterprises, Inc. 2006 Stock Plan (Incorporated by reference to Exhibit
                4.15 to our Registration Statement on Form S-8 filed on February
                7,
                2006).14
            
            Code
                of Ethics (Incorporated by reference to Exhibit 14.1 to our Report
                on Form
                10-KSB for the year ended March 31, 2005 filed on July 14,
                2005).16
            
            Letter
                from Weinberg & Company, P.A., addressed to the Securities and
                Exchange Commission regarding its agreement to the statements made
                in our
                Current Report on Form 8-K/A filed on January 26, 2006 (incorporated
                herein by reference to Exhibit 16 to our Current Report on Form 8-K/A
                filed on January 26, 2006).21
            
            Subsidiaries
                of the Small Business Issuer (filed herewith).23
            
            Consent
                of Accountants (filed herewith).31.1
            
            Rule
                13a-14(a) Certification of Nicholas Cirillo, Jr., Chief Executive
                Officer
                (filed herewith).31.2
            
            Rule
                13a-14(a) Certification of Guy Pipolo, Chief Financial Officer (filed
                herewith).32
            
            Certification
                Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002 (filed
                herewith).




**(1)** In the
      case of incorporation by reference to documents filed by the registrant under
      the Securities Exchange Act of 1934, as amended, the registrant’s file number
      under the Exchange Act is 000-23737.




*
      Management contract or management compensatory plan or
      arrangement.


23





**ITEM
      14. PRINCIPAL ACCOUNTING FEES AND SERVICES**





**Audit
      Fees.** The
      aggregate fees billed for professional services rendered by the Company’s
      principal accountant were $61,625 and $83,457 for the audit of the Company’s
      annual financial statements for the fiscal years ended March 31, 2006 and 2005,
      respectively, and the reviews of the financial statements included in the
      Company’s Forms 10-QSB for those fiscal years. Simontacchi, the Company’s
      present principal accountant, billed $42,750 in the fiscal year ended March
      31,
      2006 and $0 in the fiscal year ended March 31, 2005. Weinberg, the Company’s
      former principal accountant, billed $18,875 in the fiscal year ended March
      31,
      2006 and $83,457 in the fiscal year ended March 31, 2005.





**Audit-Related
      Fees.** No fees
      were billed in each of the last two fiscal years for assurance and related
      services by the principal accountant that are reasonably related to the
      performance of the audit or review of the Company’s financial statements and not
      reported under the caption “Audit Fees.”





**Tax
      Fees** . No
      fees were billed in each of the last two fiscal years for professional services
      rendered by the principal accountant for tax compliance, tax advice and tax
      planning services.





**All
      Other Fees.**  ****** Other
      than the services described above, no other fees were billed by the principal
      accountant for the fiscal years ended March 31, 2006 and 2005.


24





**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this amended report to be signed on its behalf by the undersigned, thereunto
      duly authorized.




**CLICKABLE
                ENTERPRISES, INC.**By:
            */s/
              Nicholas Cirillo, Jr.*Name:
                Nicholas Cirillo, Jr.Title: President
                and Chief Executive Officer (Principal Executive
              Officer)
              Date:
                  October 26, 2006






In
      accordance with the Exchange Act, this amended report has been signed below
      by
      the following persons on behalf of the registrant and in the capacities and
      on
      the dates indicated.





**SIGNATURE**
            
            **TITLE**
            
            **DATE***/s/
                Nicholas Cirillo, Jr.*
            
            President,
                Chief Executive OfficerNicholas
                Cirillo, Jr.
            
            (Principal
                Executive Officer) and Director
            
            October
                26, 2006*/s/
                Guy Pipolo*
            
            Chief
                Operating Officer, Chief Financial
                OfficerGuy
                Pipolo
            
            (Principal
                Financial Officer) and Director
            
            October
                26, 2006*/s/
                David Rodgers*
            
            Secretary
                  and DirectorDavid
                Rodgers
            
            
            
            October
                26, 2006




25




**EXHIBIT
      INDEX**





**Exhibit
                No.**
            
            **Description****(1)**3(i)(a)
            
            Articles
                of Incorporation (Incorporated by reference to our Registration Statement
                on Form 10-SB filed February 6, 1998).3(i)(b)
            
            Certificate
                of Amendment (Incorporated by reference to our Registration statement
                on
                Form SB-2/A filed on May 14, 2004).3(i)(c)
            
            Certificate
                of Designations, Preferences, and Rights of Series A Convertible
                Preferred
                Stock of Clickable Enterprises, Inc. (Incorporated by reference to
                our
                Current Report on Form 8-K filed November 16, 2004)3(ii)
            
            Bylaws
                (Incorporated by reference to our Registration Statement on Form
                10-SB
                filed February 6, 1998).4.1
            
            Silver
                Ramona Mining, Inc. 10% Secured Convertible Debenture due June 29,
                2003 in
                the principal sum of $794,119.79, issued to AJW Partners, LLC
                (Incorporated by reference to our Registration Statement on Form
                SB-2
                filed August 3, 2001).4.2
            
            Silver
                Ramona Mining, Inc. 10% Secured Convertible Debenture due June 29,
                2003 in
                the principal sum of $398,829.30, issued to AJW Partners, LLC
                (Incorporated by reference to our Registration Statement on Form
                SB-2
                filed August 3, 2001).4.3
            
            Silver
                Ramona Mining, Inc. 10% Secured Convertible Debenture due August
                13, 2003
                in the principal sum of $125,000, issued to New Millennium Capital
                Partners II, LLC (Incorporated by reference to our Current Report
                on Form
                8-K filed August 14, 2001).4.4
            
            Silver
                Ramona Mining, Inc. 10% Secured Convertible Debenture due August
                13, 2003
                in the principal sum of $125,000, issued to AJW Partners, LLC
                (Incorporated by reference to our Current Report on Form 8-K filed
                August
                14, 2001).4.5
            
            Security
                Agreement among the Company and the Initial Purchasers (Incorporated
                by
                reference to our Current Report on Form 8-K filed July 17,
                2001).4.6
            
            Intellectual
                Property Security Agreement among the Company and the Initial Purchasers
                (Incorporated by reference to our Current Report on Form 8-K filed
                July
                17, 2001).4.7
            
            Secured
                Convertible Debenture Purchase Agreement dated as of May 8, 2002
                among the
                Company and AJW Partners, LLC, New Millennium Capital Partners II,
                LLC,
                Pegasus Capital Partners, LLC and AJW/New Millennium Offshore Ltd.
                (the
                "Subsequent Purchasers") (Incorporated by reference to our Registration
                Statement on SB-2 filed June 21, 2002).4.8
            
            Registration
                Rights Agreement dated as of May 8, 2002, among the Company and the
                Subsequent Purchasers (Incorporated by reference to our Registration
                Statement on SB-2 filed June 21, 2002).4.9
            
            Achievement
                Tec Holdings, Inc. 10% Secured Convertible Debenture due May 8, 2003
                in
                the principal sum of $37,500, issued to New Millennium Capital Partners
                II, LLC (Incorporated by reference to our Registration Statement
                on SB-2
                filed June 21, 2002).




26




**Exhibit
                No.**
            
            **Description****(1)**4.10
            
            Achievement
                Tec Holdings, Inc. 10% Secured Convertible Debenture due May 8, 2003
                in
                the principal sum of $37,500, issued to AJW Partners, LLC (Incorporated
                by
                reference to our Registration Statement on SB-2 filed June 21,
                2002).4.11
            
            Achievement
                Tec Holdings, Inc. 10% Secured Convertible Debenture due May 8, 2003
                in
                the principal sum of $112,500, issued to Pegasus Capital Partners,
                LLC
                (Incorporated by reference to our Registration Statement on SB-2
                filed
                June 21, 2002).4.12
            
            Achievement
                Tec Holdings, Inc. 10% Secured Convertible Debenture due May 8, 2003
                in
                the principal sum of $112,500, issued to AJW/New Millennium Offshore
                Ltd.
                (Incorporated by reference to our Registration Statement on SB-2
                filed
                June 21, 2002).4.13
            
            Security
                Agreement among the Company and the Subsequent Purchasers (Incorporated
                by
                reference to our Registration Statement on SB-2 filed June 21,
                2002).4.14
            
            Intellectual
                Property Security Agreement among the Company and the Subsequent
                Purchasers (Incorporated by reference to our Registration Statement
                on
                SB-2 filed June 21, 2002).4.15
            
            Securities
                Purchase Agreement among the Company and AJW Partners, LLC, AJW Offshore,
                Ltd., AJW Qualified Partners, LLC and New Millennium Capital Partners
                II,
                LLC, dated June 30, 2005 (Incorporated by reference to our Form 10-QSB
                for
                the period ended June 30, 2005 filed on August 24,
                2005).4.16
            
            Form
                of Callable Secured Convertible Note entered into in connection with
                Exhibit 4.15 (Incorporated by reference to our Form 10-QSB for the
                period
                ended June 30, 2005 filed on August 24, 2005).4.17
            
            Form
                of Stock Purchase Warrant entered into in connection with Exhibit
                4.15
                (Incorporated by reference to our Form 10-QSB for the period ended
                June
                30, 2005 filed on August 24, 2005).4.18
            
            Security
                Agreement among the Company and AJW Partners, LLC, AJW Offshore,
                Ltd., AJW
                Qualified Partners, LLC and New Millennium Capital Partners II, LLC,
                dated
                June 30, 2005 (Incorporated by reference to our Form 10-QSB for the
                period
                ended June 30, 2005 filed on August 24, 2005).4.19
            
            Securities
                Purchase Agreement, dated as of March 21, 2006, entered into by and
                among
                Clickable Enterprises, Inc., AJW Partners, LLC, AJW Offshore, Ltd.,
                AJW
                Qualified Partners, LLC and New Millennium Capital Partners II, LLC
                (filed
                herewith).4.20
            
            Form
                of 6% Callable Secured Convertible Note issued in connection with
                Exhibit
                4.19 (filed herewith).4.21
            
            Form
                of Stock Purchase issued in connection with Exhibit 4.19 (filed
                herewith).4.22
            
            Security
                Agreement dated as of March 21, 2006, entered into by and among Clickable
                Enterprises, Inc., AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified
                Partners, LLC and New Millennium Capital Partners II, LLC (filed
                herewith).10.1
            
            Independent
                Contractor/Trucking Agreement dated March 2004 (Incorporated by reference
                to our Amended Registration Statement on Form SB-2/A filed on May
                14,
                2004).10.2
            
            Terminal
                Agreement dated October 2000 between ClickableOil.com, Inc. and New
                Hyde
                Park Oil Terminal, LLC (Incorporated by reference to our Amended
                Registration Statement on Form SB-2/A filed on May 14,
                2004).


27




**Exhibit
                No.**
            
            **Description****(1)**10.3
            
            Independent
                Contractor Agreement dated June 2002 between ClickableOil.com, Inc.
                and
                NexGen Energy, LLC. (Incorporated by reference to our Amended Registration
                Statement on Form SB-2/A filed on May 14, 2004).10.4
            
            Purchase
                Agreement, dated as of September 20, 2005, by and between
                ClickableOil.com, Inc. and Mr. Patsy Rubbino (filed
                herewith).10.5
            
            Asset
                Purchase Agreement, dated as of July 15, 2005, entered into by and
                among
                Clickable Enterprises, Inc. and Allamuchy Transport, Inc. (filed
                herewith).10.6*
            
            Clickable
                Enterprises, Inc. 2004 Incentive Stock Plan (Incorporated by reference
                to
                Exhibit to our Registration Statement on Form S-8 filed on February
                6,
                2004).10.7*
            
            Clickable
                Enterprises, Inc. 2006 Stock Plan (Incorporated by reference to Exhibit
                4.15 to our Registration Statement on Form S-8 filed on February
                7,
                2006).14
            
            Code
                of Ethics (Incorporated by reference to Exhibit 14.1 to our Report
                on Form
                10-KSB for the year ended March 31, 2005 filed on July 14,
                2005).16
            
            Letter
                from Weinberg & Company, P.A., addressed to the Securities and
                Exchange Commission regarding its agreement to the statements made
                in our
                Current Report on Form 8-K/A filed on January 26, 2006 (incorporated
                herein by reference to Exhibit 16 to our Current Report on Form 8-K/A
                filed on January 26, 2006).21
            
            Subsidiaries
                of the Small Business Issuer (filed herewith).31.1
            
            Rule
                13a-14(a) Certification of Nicholas Cirillo, Jr., Chief Executive
                Officer
                (filed herewith).31.2
            
            Rule
                13a-14(a) Certification of Guy Pipolo, Chief Financial Officer (filed
                herewith).32
            
            Certification
                Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002 (filed
                herewith).





**(1)** In the
      case of incorporation by reference to documents filed by the registrant under
      the Securities Exchange Act of 1934, as amended, the registrant’s file number
      under the Exchange Act is 000-23737.




*
      Management contract or management compensatory plan or
      arrangement.


28


**CLICKABLE
      ENTERPRISES, INC. AND SUBSIDIARY**


**CONSOLIDATED**  **FINANCIAL
      STATEMENTS**


**AS
      OF AND FOR THE YEARS ENDED**


**MARCH
      31, 2006 AND 2005**







**CLICKABLE
      ENTERPRISES, INC.**


**AND
      SUBSIDIARY**




**CONTENTS**




PAGE
            
            F-
                i
            
            REPORT
                OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPAGE
            
            F-
                1
            
            CONSOLIDATED
                BALANCE SHEETS AS OF MARCH 31, 2006 AND 2005PAGE
            
            F-
                2
            
            CONSOLIDATED
                STATEMENTS OF OPERATIONS FOR THE YEARS ENDED MARCH 31, 2006 AND
                2005PAGE
            
            F-
                3
            
            CONSOLIDATED
                STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE YEARS ENDED
                MARCH 31, 2006 AND 2005PAGE
            
            F-
                4-F-5
            
            CONSOLIDATED
                STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED MARCH 31, 2006 AND
                2005PAGES
            
            F-
                6 - F-1 6
            
            NOTES
                TO CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2006 AND
                2005







**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To
      the
      Board of Directors of:


Clickable
      Enterprises, Inc.





We
      have
      audited the accompanying consolidated balance sheets of Clickable Enterprises,
      Inc. and Subsidiary as of March 31, 2006 and the related consolidated
      statements of operations, changes in stockholders’ deficiency and cash flows for
      the year then ended. These consolidated financial statements are the
      responsibility of the Company's management. Our responsibility is to express
      an
      opinion on these consolidated financial statements based on our
      audits.





The
      financial statements of Clickable Enterprises, Inc. as of
      March 31, 2005 and for the year then ended were audited by other
      auditors. Those auditors expressed an unqualified opinion on those financial
      statements and added a paragraph that the consolidated financial statements
      have
      been prepared assuming that the Company will continue as a going concern and
      listed various matters related to the Company’s ability to continue as a going
      concern in their report, dated June 21, 2005.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audits to obtain reasonable assurance about whether the
      financial statements are free of material misstatement. An audit includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements. An audit also includes assessing the accounting
      principles used and significant estimates made by management, as well as
      evaluating the overall financial statement presentation. We believe that our
      audits provide a reasonable basis for our opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly
      in all material respects, the financial position of Clickable Enterprises,
      Inc.
      and Subsidiary as of March 31, 2006,and the results of their operations and
      their cash flows for the year then ended in conformity with accounting
      principles generally accepted in the United States of America.





The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. As discussed in Note 10 to the
      consolidated financial statements, the Company had a net loss of $2,223,302
      and
      a negative cash flow from operations of $697,503 for the year ended March 31,
      2006 and a stockholders' deficiency of $336,532 at March 31, 2006. These matters
      raise substantial doubt about the Company's ability to continue as a going
      concern. Management's plan in regards to these matters is also described in
      Note
      10. The accompanying consolidated financial statements do not include any
      adjustments that might result from the outcome of this uncertainty.







Simontacchi
      & Company, LLP


Rockaway,
      New Jersey


June
      13,
      2005


F-i




Page
      F-ii
      intentionally left blank.


F-ii


**CLICKABLE
        ENTERPRISES, INC. AND SUBSIDIARY**
 **CONSOLIDATED
        BALANCE SHEETS**
 **AS
        OF MARCH 31, 2006 AND 2005**
  2006
              
              2005
                (not
                  audited)ASSETSCurrent
                  AssetsCash
              
              $
              1,001,903
              
              $
              372,909Accounts
                  receivable, net
              
              
              577,892
              
              
              311,858Inventory
              
              
              47,349
              
              
              16,592Prepaid
                  expenses
              
              
              217,597
              
              
              23,276Due
                  from related parties
              
              
              15,965
              
              
              -Debt
                  financing costs, net
              
              
              81,022
              
              
              -Total
                  Current Assets
              
              
              1,941,728
              
              
              724,635Property
                  and equipment, net
              
              
              75,458
              
              
              64,561Intangible
                  asset, net
              
              
              526,422
              
              
              192,465Other
                  assets
              
              
              66,668
              
              
              69,260TOTAL
                  ASSETS
              
              $
              2,610,275
              
              $
              1,050,921LIABILITIES
                  & STOCKHOLDERS' DEFICIENCYCurrent
                  LiabilitiesAccounts
                  payable and other accrued expenses
              
              $
              569,228
              
              $
              375,556Note
                  payable
              
              
              39,185
              
              
              120,750Due
                  to related parties
              
              
              -
              
              
              14,711Customer
                  deposits
              
              
              69,835
              
              
              45,003Accrued
                  interest
              
              
              629,236
              
              
              437,382Total
                  Current Liabilities
              
              
              1,307,483
              
              
              993,402Long
                  Term LiabilitiesConvertible
                  debentures, net of discount of $1,692,653 and $0
              
              
              1,553,682
              
              
              2,517,949Notes
                  payable
              
              
              66,604
              
              
              -Other
                  accrued expenses
              
              
              19,039
              
              
              -TOTAL
                  LIABILITIES
              
              
              2,946,807
              
              
              3,511,351COMMITMENTS
                  AND CONTINGENCIESSTOCKHOLDERS'
                  DEFICIENCYPreferred
                  stock, $.001 par value, 10,000,000 shares authorizedSeries
                  A 6% cumulative preferred stock, $.001 par value,1,200
                  shares authorized, issued and outstanding
              
              
              1
              
              
              1Common
                  stock, $.001 par value, 500,000,000shares
                  authorized, 239,956,826 and 74,296,826 shares issuedand
                  outstanding, respectively
              
              
              239,957
              
              
              74,297Additional
                  paid-in capital
              
              
              6,003,266
              
              
              1,845,629Deferred
                  compensation
              
              
              94,492
              
              
              -Accumulated
                  deficit
              
              
              (6,674,248
              )
              
              (4,380,357
              )TOTAL
                  STOCKHOLDERS' DEFICIENCY
              
              
              (336,532
              )
              
              (2,460,430
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS' DEFICIENCY
              
              $
              2,610,275
              
              $
              1,050,921
 
 See
        accompanying notes to consolidated financial statements
  F-1
 
 **CLICKABLE
        ENTERPRISES, INC. AND SUBSIDIARY**
 **CONSOLIDATED**  **STATEMENTS
        OF OPERATIONS**
 **FOR
        THE YEARS ENDED MARCH 31, 2006 AND 2005**
  2006
              
              2005
                (not
                  audited)FUEL
                  SALES (including related party sales of $54,786 and $60,172,
                  respectively)
              
              $
              5,052,237
              
              $
              2,442,466COST
                  OF SALES
              
              
              4,572,954
              
              
              2,357,275GROSS
                  PROFIT
              
              
              479,283
              
              
              85,191OPERATING
                  EXPENSESSelling,
                  general and administrative
              
              
              2,240,194
              
              
              918,090Depreciation
                  and amortization
              
              
              87,044
              
              
              81,238TOTAL
                  OPERATING EXPENSES
              
              
              2,327,238
              
              
              999,328LOSS
                  FROM OPERATIONS
              
              
              (1,847,955
              )
              
              (914,137
              )OTHER
                  INCOME (EXPENSE)Forgiveness
                  of accrued interest
              
              
              -
              
              
              250,000Other
                  income
              
              
              33,196
              
              
              22,886Income
                  from forgiveness of debtInterest
                  expense
              
              
              (408,543
              )
              
              (613,151
              )TOTAL
                  OTHER INCOME (EXPENSE)
              
              
              (375,347
              )
              
              (340,265
              )Loss
                  before provision for income taxes
              
              
              (2,223,302
              )
              
              (1,254,402
              )Provision
                  for income taxes
              
              
              -
              
              
              -NET
                  LOSS
              
              
              (2,223,302
              )
              
              (1,254,402
              )Amortization
                  of beneficial conversionfeature
                  on Series A Preferred Stock
              
              
              (70,588
              )
              
              (35,294
              )Net
                  loss available to common stockholders
              
              $
              (2,293,890
              )
              $
              (1,
                  289,696
              )Net
                  loss per share, basic and diluted
              
              $
              (0.02
              )
              $
              (0.02
              )Weighted
                  average number of common sharesoutstanding
                  - basic and diluted
              
              
              99,020,655
              
              
              74,192,936
 
 See
        accompanying notes to consolidated financial statements
  F-2
  **CLICKABLE
        ENTERPRISES, INC. AND SUBSIDIARY**
 **CONSOLIDATED**  **STATEMENTS
        OF CHANGES IN STOCKHOLDERS’ DEFICIENCY**
 **FOR
        THE YEARS ENDED MARCH 31, 2006 AND 2005**
  Series
                  A
              
              
              
              
              
              AdditionalSeries
                  A Preferred Stock
              
              
              Common
                  Stock
              
              
              Paid
                  in
              
              
              Deferred
              
              
              AccumulatedShares
              
              
              Amount
              
              
              Shares
              
              
              Amount
              
              
              Capital
              
              
              Compensation
              
              
              Deficit
              
              
              TotalBalance,
                  March 31, 2004
              
              
              -
              
              
              -
              
              
              74,136,826
              
              $
              74,137
              
              $
              630,839
              
              $
              (188,542
              )
              $
              (3,090,661
              )
              $
              (2,574,227
              )Amortization
                  of deferred services
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              188,542
              
              
              -
              
              
              188,542Stock
                  issued to consultant for Services
              
              
              -
              
              
              -
              
              
              160,000
              
              
              160
              
              
              7,840
              
              
              -
              
              
              -
              
              
              8,000Issuance
                  of Series A preferred stock, net of transaction costs
              
              
              1,200
              
              
              1
              
              
              -
              
              
              -
              
              
              1,171,656
              
              
              -
              
              
              -
              
              
              1,171,657Amortization
                  of Series A preferredstock
                  beneficial conversion
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              35,294
              
              
              -
              
              
              (35,294
              )
              
              -Net
                  loss, 2005
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,254,402
              )
              
              (1,254,402
              )Balance,
                  March 31, 2005 (not audited)
              
              
              1,200
              
              $
              1
              
              
              74,296,826
              
              
              74,297
              
              
              1,845,629
              
              
              -
              
              
              (4,380,357
              )
              
              (2,460,430
              )Conversion
                  of Debentures
              
              
              -
              
              
              -
              
              
              120,660,000
              
              
              120,660
              
              
              1,050,954
              
              
              -
              
              
              -
              
              
              1,171,614Beneficial
                  conversion feature of convertible debentures
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              1,163,167
              
              
              -
              
              
              -
              
              
              1,163,167Warrants
                  issued (convertible debentures & consultants)
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              693,500
              
              
              94,492
              
              
              -
              
              
              787,992Amortization
                  of Series A Preferred Stock beneficial conversion
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              70,588
              
              
              -
              
              
              (70,588
              )
              
              -Stock
                  issued to consultants for services
              
              
              -
              
              
              -
              
              
              14,000,000
              
              
              14,000
              
              
              491,228
              
              
              -
              
              
              -
              
              
              505,228Stock
                  issued to officers for services
              
              
              -
              
              
              -
              
              
              31,000,000
              
              
              31,000
              
              
              688,200
              
              
              -
              
              
              -
              
              
              719,200Net
                  loss, 2006
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (2,223,302
              )
              
              (2,223,302
              )Balance,
                  March 31, 2006
              
              
              1,200
              
              $
              1
              
              
              239,956,826
              
              $
              239,957
              
              $
              6,003,266
              
              $
              94,492
              
              $
              (6,674,248
              )
              $
              (336,532
              )
 
 See
        accompanying notes to consolidated financial statements
  F-3
  **CLICKABLE
        ENTERPRISES, INC. AND SUBSIDIARY**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 **FOR
        THE YEARS ENDED MARCH 31, 2006 AND 2005**
 
 2006
              
              2005
                (not
                  audited)CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  loss
              
              $
              (2,223,302
              )
              $
              (1,254,402
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Depreciation
                  and amortization
              
              
              87,044
              
              
              81,238Provision
                  for bad debts
              
              
              22,660
              
              
              31,297Amortization
                  of beneficial conversion debt discount expense
              
              
              207,347
              
              
              383,333Stock
                  issued for services
              
              
              1,125,507
              
              
              8,000Recognition
                  of deferred compensation
              
              
              -
              
              
              188,542Gain
                  on debt forgiveness
              
              
              -
              
              
              (250,000
              )Changes
                  in operating assets and liabilities:(Increase)
                  decrease in:Accounts
                  receivable
              
              
              (288,694
              )
              
              (204,856
              )Inventory
              
              
              (30,757
              )
              
              (5,448
              )Prepaid
                  expenses
              
              
              (908
              )
              
              (10,276
              )Other
                  assets
              
              
              2,592
              
              
              (61,922
              )Increase
                  (decrease) in:Accounts
                  payable and other accrued expenses
              
              
              180,971
              
              
              2,801Accrued
                  interest
              
              
              195,205
              
              
              228,644Customer
                  deposits
              
              
              24,832
              
              
              32,381Net
                  cash used in operating activities
              
              
              (697,503
              )
              
              (830,668
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES:Acquisition
                  of property and equipment
              
              
              (30,384
              )
              
              (20,945
              )Acquisition
                  of intangible asset
              
              
              (369,110
              )
              
              (75,000
              )Net
                  cash used in investing activities
              
              
              (399,494
              )
              
              (95,945
              )CASH
                  FLOWS FROM FINANCING ACTIVITIES:Payments
                  of financing costs
              
              
              -
              
              
              -Increase
                  in note payable
              
              
              -
              
              
              -Payments
                  of financing costs
              
              
              (100,000
              )
              
              -Decrease
                  in due to related parties
              
              
              (30,676
              )
              
              (3,037
              )Net
                  proceeds from issuance of convertible debentures
              
              
              1,856,667
              
              
              -Net
                  proceeds from issuance of preferred stock
              
              
              -
              
              
              1,171,657Net
                  cash provided by financing activities
              
              
              1,725,991
              
              
              1,168,620NET
                  INCREASE IN CASH
              
              
              628,994
              
              
              242,007CASH
                  AT BEGINNING OF YEAR
              
              
              372,909
              
              
              130,902CASH
                  AT END OF YEAR
              
              $
              1,001,903
              
              $
              372,909Interest
                  paid
              
              $
              -
              
              $
              -Taxes
                  Paid
              
              $
              -
              
              $
              -
  See
        accompanying notes to consolidated financial statements
  SUPPLEMENTAL
        DISCLOSURE OF CASH FLOW INFORMATION:
  NON-CASH
        INVESTING AND FINANCING ACTIVITIES:
 
 During
        the year ended March 31, 2006, convertible debentures in the principal amount
        of
        $1,171,614 were converted into 120,660,000 shares of common
        stock.
  F-4
  **CLICKABLE
        ENTERPRISES, INC. AND SUBSIDIARY**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 **FOR
        THE YEARS ENDED MARCH 31, 2006 AND 2005**
  During
        the year ended March 31, 2006, stock purchase warrants exercisable for
        13,000,000 shares of common stock were issued in connection with closings
        on
        $1,900,000 of convertible debentures, resulting in an aggregate discount
        on the
        convertible debentures of $1,856,667, with a corresponding increase in
        additional paid-in capital.
 
 During
        the year ended March 31, 2006, in connection with an acquisition of a business,
        the entire $24,036 balance of accounts receivable due from the seller was
        reclassified from accounts receivable to intangible assets.
 
 During
        the year ended March 31, 2006, in connection with an acquisition of a business,
        $186,965 of the purchase price was recorded as notes payable and accrued
        expenses, $47,678 in current liabilities, and $139,287 in long-term
        liabilities.
 
 During
        the year ended March 31, 2006, 14,000,000 shares of common stock were granted
        in
        connection with three financial services agreements, resulting in a cost
        of
        $505,228, with corresponding aggregate increases in common stock and additional
        paid-in capital in stockholders’ deficiency.
 
 During
        the year ended March 31, 2006, 31,000,000 shares of common stock were granted
        to
        three executive officers, resulting in a cost of $719,200, with corresponding
        aggregate increases in common stock and additional paid-in capital in
        stockholders’ deficiency.
  During
        the year ended March 31, 2006, stock purchase warrants exercisable for 7,500,000
        shares of common stock were issued in connection with a financial services
        agreement, resulting in a cost of $94,492, with a corresponding increase
        in
        deferred compensation in stockholders’ deficiency.
 
 See
        accompanying notes to consolidated financial statements
  F-5
  **CLICKABLE
        ENTERPRISES, INC. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF MARCH 31, 2006 AND 2005**
  **NOTE
        1**  **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION**
 
 ***Preliminary
        Note:*** ****** **Our
        former independent accountants did not reissue their report with respect
        to our
        March 31, 2005 financial statements**  **included
        in this Annual report. Therefore, our financial statements included in this
        Annual Report at and for the fiscal year ended March 31, 2005 are not
        audited.**
 
 ***(A)
        Organization and Recent Company History***
 
 Clickable
        Enterprises, Inc., through its wholly-owned subsidiary ClickableOil.com,
        Inc.
        (“ClickableOil.com”) (incorporated in the State of Delaware on April 4,
        2000), provides a low cost and highly efficient means of servicing the heating
        oil market through an Internet based approach. Clickable Enterprises, Inc.
        and
        ClickableOil.com, (collectively, the “Company”) streamline the process of
        heating oil ordering and delivering through providing a more accessible point
        of
        contact for the customer. The Company subcontracts with local delivery companies
        to deliver the heating oil to its customers.
 
 ***(B)
        Revenue Recognition***
 
 The
        Company recognizes revenue at the time heating oil is delivered to
        customers.
 
 ***(C)
        Concentrations of Credit Risk from Deposits in Excess of Insured
        Limits***
 
 The
        Company's cash balances on deposit with two banks are guaranteed by the Federal
        Deposit Insurance Corporation up to $100,000 per banking institution. The
        Company is exposed to risk for the amounts of funds held in one bank in excess
        of the insurance limit by approximately $478,000 and in the other bank by
        $314,000. In assessing the risk, the Company's policy is to maintain cash
        balances with high quality financial institutions.
 
 The
        Company performs on-going evaluations of its customers’ financial condition and
        requires no collateral from its customers.
 
 ***(D)
        Inventory***
 
 Inventory
        consists primarily of heating oil and is valued at the lower of cost (first-in,
        first-out) or market.
 
 ***(E)
        Property and Equipment***
 
 Property
        and Equipment are stated at cost less accumulated depreciation. Expenditures
        for
        maintenance and repairs are charged to expense as incurred. Depreciation
        is
        provided using the straight-line method over the estimated useful lives of
        the
        assets from three to five years. These long-lived assets are generally evaluated
        on an individual basis in making a determination as to whether such assets
        are
        impaired. Periodically, the Company reviews its long-lived assets for impairment
        based on estimated future undiscounted cash flows attributed to the assets.
        In
        the event such cash flows are not expected to be sufficient to recover the
        recorded value of the assets, the assets are written down to their estimated
        fair values. There has been no impairment loss recorded for the years ended
        March 31, 2006 and 2005.
 
 ***(F)
        Income Taxes***
 
 Deferred
        tax assets and liabilities are recognized for the future tax consequences
        attributable to differences between the financial statement carrying amounts
        of
        existing assets and liabilities and their respective tax basis. Deferred
        tax
        assets and liabilities are measured using enacted tax rates expected to apply
        to
        taxable income in the years in which those temporary differences are expected
        to
        be recovered or settled. The effect on deferred tax assets and liabilities
        of a
        change in tax rates is recognized in income in the period that includes the
        enactment date.
 
 The
        Company recorded no current or deferred income tax expense (benefit) for
        the
        years ended March 31, 2006 and 2005. As set forth below, the deferred tax
        asset
        of approximately $3,462,000 arising from the Company's ability to carry forward
        its net operating losses of approximately $10,182,000 to future years expiring
        at various dates through 2025 has been fully offset by a valuation allowance
        because the future utilization of the deferred tax asset is
        uncertain:
  F-6
 
 **CLICKABLE
        ENTERPRISES, INC. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF MARCH 31, 2006 AND 2005**
  **Deferred
                  Tax**
              
              
              **Valuation**
              
              
              **Deferred
                  Tax****Asset,
                  Gross**
              
              
              **Allowance**
              
              
              **Asset,
                  Net**Balance,
                  March 31, 2005
              
              $
              2,706
                  ,000
              
              $
              2,706
                  ,000
              
              $
              -Increase
                  during year
              
              
              756,000
              
              
              756,000
              
              
              -Balance,
                  March 31, 2006
              
              $
              3,462,000
              
              $
              3,462,000
              
              $
              -
 
 The
        net
        operating loss carryforward may be restricted in future years under Section
        382
        of the Internal Revenue Code.
 
 ***(G)
        Use of Estimates***
 
 In
        preparing financial statements in conformity with accounting principles
        generally accepted in the United States, management is required to make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities and the disclosure of contingent assets and liabilities at the
        date
        of the financial statements and revenues and expenses during the reported
        period. Actual results could differ from those estimates.
 
 ***(H)
        Fair Value of Financial Instruments***
 
 The
        carrying amounts of the Company’s financial instruments, including cash,
        accounts receivable, accounts payable and other accrued expenses, note payable
        and related party payables, approximate fair value due to the short-term
        maturities of these instruments. The carrying value of the convertible
        debentures approximates the fair value based on the effective interest rates
        compared to current market rates. Long-term debt consisting of convertible
        debentures approximate fair value based upon debt terms for entities under
        similar terms.
 
 ***(I)
        Advertising Costs***
 
 Costs
        incurred for advertising are charged to operations as incurred. Advertising
        expenses for the years ended March 31, 2006 and 2005 were $67,915 and $67,042,
        respectively.
 
 ***(J)
        Loss Per Share***
 
 Basic
        and
        diluted net loss per common share for the years ended March 31, 2006 and
        2005
        are computed based upon the weighted average number of common shares
        outstanding. The assumed conversion of common stock equivalents was not included
        in the computation of diluted loss per share because the assumed conversion
        and
        exercise would be anti-dilutive due to net losses incurred in all periods.
        Based
        on the closing market price of the Company’s common on March 31, 2006, the
        conversion of its convertible debentures and Series A convertible preferred
        stock would have resulted in the issuance of additional common shares in
        the
        amount of 482,966,833 and 70,588,235, respectively. In addition to the effect
        of
        the assumed conversions, 17,000,000 stock purchase warrants were exercisable
        at
        March 31, 2006, and also not included in the weighted average number of common
        shares outstanding.
 
 ***(K)
        Recent Accounting Pronouncements***
 
 In
        November 2004, the FASB issued Statement of Financial Accounting Standards
        No.
        151, “Inventory Costs”. This statement amends the guidance in ARB No. 43 Chapter
        4 Inventory Pricing to require items such as idle facility costs, excessive
        spoilage, double freight and rehandling costs to be expenses in the current
        period, regardless if they are abnormal amounts or not. This Statement will
        become effective for the Company in the first quarter of fiscal 2006. The
        Company is primarily a service provider and as such the adoption of SFAS
        No. 151
        is not expected to have significant effect on the Company’s financial
        statements.
 
 In
        December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment” (“SFAS No.
        123(R)”). SFAS No. 123(R) revises SFAS No. 123, “Accounting for Stock-Based
        Compensation” (“SFAS 123”) and supersedes APB Opinion No. 25, “Accounting for
        Stock Issued to Employees”. SFAS 123(R) focuses primarily on the accounting for
        transactions in which an entity obtains employee services in share-based
        payment
        transactions. SFAS 123(R) requires companies to recognize in the statement
        of
        operations the cost of employee services received in exchange for awards
        of
        equity instruments based on the grant-date fair value of these awards (with
        limited exceptions). SFAS 123(R) is effective as of the first interim or
        annual
        reporting period that begins after June 15, 2005 for non-small business issuers
        and after December 15, 2005 for small business issuers. Accordingly, the
        Company
        will adopt SFAS 123(R) in its quarter ending June 30, 2006. The Company is
        currently evaluating the provisions of SFAS 123(R) and has not yet determined
        the impact, if any, that it will have on its financial statement presentation
        or
        disclosures.
  F-7
  **CLICKABLE
        ENTERPRISES, INC. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF MARCH 31, 2006 AND 2005**
  In
        May
        2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections"
        ("SFAS 154") which replaces Accounting Principles Board Opinions No. 20
        "Accounting Changes" and SFAS No. 3, "Reporting Accounting Changes in Interim
        Financial Statements-An Amendment of APB Opinion No. 28." SFAS 154 provides
        guidance on the accounting for and reporting of accounting changes and error
        corrections. It establishes retrospective application, or the latest practicable
        date, as the required method for reporting a change in accounting principle
        and
        the reporting of a correction of an error. SFAS 154 is effective for accounting
        changes and corrections of errors made in fiscal years beginning after December
        15, 2005 and is required to be adopted by the Company in the first quarter
        of
        fiscal 2007. The Company is currently evaluating the effect that the adoption
        of
        SFAS 154 will have on its consolidated results of operations and financial
        condition.
  The
        Emerging Issues Task Force (“EITF”) reached a tentative conclusion on EITF No.
        05-1, Accounting
        for the Conversion of an Instrument that Becomes Convertible upon the Issuer’s
        Exercise of a Call Option (“EITF
        No. 05-1”) that no gain or loss should be recognized upon the conversion of an
        instrument that becomes convertible as a result of an issuer’s exercise of a
        call option pursuant to the original terms of the instrument. The consensus
        for
        EITF No. 05-1 has not been finalized. The adoption of this pronouncement
        is not
        expected to have an impact on our consolidated financial position, results
        of
        operations or cash flows.
 
 In
        June
        2005, the FASB ratified EITF No. 05-2, The
        Meaning of “Conventional Convertible Debt Instrument” in EITF
        No. 00-19, Accounting
        for Derivative Financial Instruments Indexed to, and Potentially Settled
        in, a
        Company’s Own Stock (“EITF
        No. 05-2”), which addresses when a convertible debt instrument should be
        considered conventional for the purpose of applying the guidance in EITF
        No.
        00-19 ETIF No. 05-2 also retained the exemption under ETIF No. 00-19 for
        conventional convertible debt instruments and indicated that convertible
        preferred stick having a mandatory redemption date may qualify for the exemption
        provided under EITF No. 00-19 for conventional convertible debt if the
        instrument’s economic characteristics are more similar to debt than equity. EITF
        No. 05-2 is effective for new instruments entered into and instruments modified
        in periods beginning after June 29, 2005. The Company has applied the
        requirements of EITF No. 05-2 since the required implementation date. The
        adoption of this pronouncement did not have an impact on the Company’s
        consolidated financial position, results of operations or cash
        flows.
 
 EITF
        No.
        05-4, The
        Effect of a Liquidated Damages Clause on a Freestanding Financial
        Instrument subject
        to EITF No. 00-19, Accounting
        for Derivative Financial Instruments Indexed to, and Potentially Settled
        in, a
        Company’s Own Stock (“EITF
        No. 05-4”) addresses financial instruments, such as stock purchase warrants,
        which are accounted for under EITF 00-19 that may be issued at the same time
        and
        in contemplation of a registration rights agreement that includes a liquidated
        damages clause. The consensus for EITF No. 05-4 has not been
        finalized.
 
 ***(L)
        Stock Based Compensation***
 
 Statement
        of Financial Accounting Standards No. 123, “Accounting for Stock-Based
        Compensation” (SFAS 123), requires that companies either recognize compensation
        expense for grants of stock options and other equity instruments based on
        fair
        value or provide pro forma disclosure of net income (loss) per share on the
        notes to the consolidated financial statements. Statement of Financial
        Accounting Standards No. 148, “Accounting for Stock-Based Compensation -
        Transition and Disclosure - an amendment of FASB Statement No. 123,” (SFAS 148),
        amends SFAS 123 to provide alternative methods of transition for a voluntary
        change to the fair-value-based method of accounting for stock-based employee
        compensation. In addition, SFAS 148 amends the disclosure requirements of
        SFAS
        123 to require disclosures in both annual and interim financial statements
        about
        the method of accounting for stock-based employee compensation and the effect
        of
        the method used on reported results. The Company has elected to follow APB
        25
        and related interpretations in accounting for employee stock options. Under
        APB
        25, because the exercise price of employee stock options equals the market
        price
        of the underlying stock on the date of grant, no compensation expense is
        recorded. The Company has adopted the disclosure requirements of SFAS no.
        148.
        Pro forma information regarding net income and earnings per share is required
        by
        SFAS 123 and has been determined as if the Company had accounted for its
        employee stock options under the fair value method of that statement. There
        were
        no stock options outstanding during the periods presented. Accordingly, pro
        forma amounts as to net income (loss) and net income (loss) per share have
        not
        been presented.
  F-8
  **CLICKABLE
        ENTERPRISES, INC. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF MARCH 31, 2006 AND 2005**
  ***(M)
        Segment Information***
 
 The
        Company’s business is organized, managed and internally reported as a single
        segment. All revenues except immaterial amounts are derived from the sale
        of
        heating oil in the northeastern United States.
 
 ***(N)
        Cash***
 
 For
        the
        purpose of the statement of cash flows, cash is defined as balances held
        in
        corporate checking accounts and money market accounts.
 
 **NOTE
        2**  **ACCOUNTS
        RECEIVABLE**
 
 Accounts
        receivable as of March 31, 2006 and 2005 consisted of the
        following:
 
 **2006**
              
              **2005**Accounts
                  receivable-trade
              
              $
              620,492
              
              $
              322,073Less
                  allowance for doubtful accounts
              
              
              (42,600
              )
              
              (10,215
              )$
              577,892
              
              $
              311,858
 
 For
        the
        years ended March 31, 2006 and 2005, the Company recorded bad debt expense
        of
        $22,660 and $31,297, respectively.
  **NOTE
        3**  **PROPERTY
        AND EQUIPMENT**
 
 Property
        and equipment as of March 31, 2006 and 2005 consisted of the
        following:
 
 **2006**
              
              **2005**Office
                  equipment
              
              $
              3,572
              
              $
              9,422Computer
                  equipment and software
              
              
              111,876
              
              
              84,472115,448
              
              
              93,894Less:
                  accumulated depreciation
              
              
              (39,990
              )
              
              (29,333
              )$
              75,458
              
              $
              64,561
 
 Total
        depreciation expense for the years ended March 31, 2006 and 2005 was $19,487
        and
        $14,963, respectively.
 
 **NOTE
        4**  **DEBT
        FINANCING COSTS**
  Debt
        financing costs, which relate to the $800,000 of convertible debentures (See
        Note 6), as of March 31, 2006 and 2005 consisted of the following:
 
 **2006**
              
              **2005**Debt
                  financing costs
              
              $
              100,000
              
              $
              149,500Less:
                  accumulated amortization
              
              
              (18,978
              )
              
              (149,500
              )$
              81,022
              
              $
              -
  F-9
  **CLICKABLE
        ENTERPRISES, INC. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF MARCH 31, 2006 AND 2005**
  Total
        amortization expense for the years ended March 31, 2006 and 2005 was $18,978
        and
        $62,990, respectively.
  **NOTE
        5**  **INTANGIBLE
        ASSET**
  The
        Company entered into an Agreement of Sale dated February 10, 2005 under which
        the Company acquired the assets of a heating oil distributor, principally
        its
        customer list. The purchase price consisted of a $75,000 payment at closing
        and
        a promissory note for a contingent payment due January 10, 2006, estimated
        at
        $120,750, based on a formula utilizing the gross profit realized on heating
        oil
        sold to the purchased customers in the 12-month period ending January 10,
        2006.
        The actual payment of $91,377 was made in March 2006, and an appropriate
        adjustment was made to the purchase price.
 
 The
        Company closed on an Asset Purchase Agreement dated September 20, 2005 under
        which the Company acquired the assets of a heating oil distributor, principally
        its customer list. The purchase price of $256,965 consisted of a $70,000
        payment
        at closing and 36 fixed monthly installment payments of $4,000 each, and
        potential contingent payments based on gallons sold. The contingent payment,
        initially estimated to be $120,965, was re-estimated to be $42,965. The
        remaining amounts payable is included in current and long term liabilities
        as
        notes payable.
 
 On
        October 24, 2005, the Company closed on an Asset Purchase Agreement that
        it
        entered into on July 15, 2005, and Amendment No. 1 to the Asset Purchase
        Agreement (the “Purchase Agreement”), with a heating oil distributor for the
        purchase of its customer list and related customer information, and certain
        other intangible assets for a payment of $124,943 at closing.
 
 At
        March
        31, 2006 and 2005, the intangible asset consisted of the following:
  **2006**
              
              **2005**Customer
                  lists
              
              $
              548,285
              
              $
              195,750Supply
                  agreement
              
              
              30,000
              
              
              -Less:
                  accumulated amortization
              
              
              (51,863
              )
              
              (3,285
              )$
              526,422
              
              $
              192,465
 
 Customer
        lists are being amortized over an eight year period. The supply contract
        is
        being amortized over its five-year term. Total amortization expense for the
        years ended March 31, 2006 and 2005 was $48,578 and 3,285, respectively.
        Remaining amortization of the purchase price will be expensed as
        follows:
  **Years
                  ending March 31,**
              
              **Amount**2007
              
              
              74,5362008
              
              
              74,5362009
              
              
              74,5362010
              
              
              69,8882011
              
              
              68,536Thereafter
              
              
              164,390$
              526,422
  The
        following pro forma information is based on the assumption that the acquisitions
        took place as of April 1, 2004. The pro forma results are not necessarily
        indicative of what actually might have occurred had the acquisition been
        in
        effect for the periods presented.
 
 **2006**
              
              **2005**(unaudited)
              
              (unaudited)Total
                  Fuel Sales
              
              $
              5,417,000
              
              $
              4,822,000Net
                  Loss
              
              $
              (2,194,000
              )
              $
              (960,000
              )Net
                  loss per share, basic and diluted
              
              $
              (0.02
              )
              $
              (0.02
              )
  F-10
  **CLICKABLE
        ENTERPRISES, INC. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF MARCH 31, 2006 AND 2005**
  **NOTE
        6**  **CONVERTIBLE
        DEBENTURES**
  On
        June
        6, 2003, coincident with the ClickableOil.com merger transaction described
        in
        Note 7 below, the Company entered in a Securities Purchase Agreement with
        AJW
        Partners, LLC and its related funds for the sale of $800,000 of 10% one-year
        secured convertible debentures and 4,000,000 stock purchase warrants expiring
        June 5, 2008. The debentures are convertible, at the holder’s option, into
        shares of common stock in whole or in part at any time after the original
        issue
        date. The number of shares of Common Stock issuable upon a conversion is
        to be
        determined by dividing the outstanding principal amount of the debenture
        to be
        converted, plus related accrued interest, by the conversion price. The
        conversion price in effect on any conversion date was the lesser of $.05
        and 50%
        of the average of the three day lowest bid prices during the twenty trading
        days
        immediately preceding the applicable conversion date. The stock purchase
        warrants have an exercise price equal to the average of the three day lowest
        bid
        prices during the twenty trading days immediately preceding the filing of
        a
        registration statement.
 
 Also
        on
        June 6, 2003, the Company closed on $300,000 of the $800,000 convertible
        debentures with additional closings of $300,000 and $200,000 occurring at
        the
        time the Company became current in all of its SEC filings and files a
        registration statement registering the underlying shares, respectively. The
        Company also issued 1,500,000 stock purchase warrants on the above closing.
        On
        November 3, 2003, the Company closed on an additional $300,000 of the
        convertible debentures maturing on November 3, 2004 and issued an additional
        1,500,000 stock purchase warrants subsequent to becoming current in all of
        its
        SEC filings. On January 16, 2004, the Company closed on the final $200,000
        of
        the convertible debentures maturing on January 16, 2005 and issued an additional
        1,000,000 stock purchase warrants subsequent to filing the aforementioned
        registration statement.
 
 The
        convertible debentures contain a beneficial conversion feature computed at
        its
        intrinsic value which is the difference between the conversion price and
        the
        fair market value of the Company’s common stock on the debenture issuance date,
        multiplied by the number of shares into which the debt is convertible at
        the
        commitment date. Since the beneficial conversion feature is to be settled
        by
        issuing equity, the amount attributed to the beneficial conversion feature,
        or
        an aggregate of $800,000, was recorded as a discount on the debt and as a
        component of additional paid-in capital and was accreted over 12-month periods
        as interest expense in accordance with EITF
        00-27:  Application of  Issue
        No. 98-5  ,
        "Accounting for Convertible Securities with Beneficial Conversion Features
        or
        Contingently Adjustable Conversion Ratios to Certain Convertible
        Instruments” . The
        warrants have a fair market value of zero as calculated on the grant
        date.
 
 Prior
        to
        a restructuring on October 15, 2004, convertible debentures previously issued
        in
        2001 and 2002, and on June 6, 2003 (aggregating $2,017,949 before discount)
        had
        matured and were in default. On October 15, 2004, the Company entered into
        a
        letter agreement with the holders of the convertible debentures whereby certain
        provisions of the debenture agreements were amended as follows:
  1.
              Extension
                  of the then-expired maturity dates of all convertible debentures
                  to
                  October 15, 2007;2.
              Modification
                  of the conversion price by eliminating the ceiling price of $.05
                  per
                  share;3.
              Lowering
                  the interest rate to 8% from 10%; and4.
              Forgiveness
                  of $250,000 of interest accrued and unpaid for the debentures.
                  The gain
                  associated with this reduction in accrued interest is reported
                  in the
                  accompanying statements of
                  operations.
  On
        June
        30, 2005, the Company entered in a Securities Purchase Agreement with AJW
        Partners, LLC and its related entities for the sale of $900,000 of 10% secured
        convertible debentures due June 30, 2008 and for stock purchase warrants
        exercisable for 9,000,000 shares of common stock expiring June 30, 2010.
        The
        debentures are convertible, at the holder’s option, into shares of common stock,
        in whole or in part, at any time after the original issue date. The number
        of
        shares of common stock issuable upon a conversion is to be determined by
        dividing the outstanding principal amount of the debenture to be converted,
        plus
        related accrued interest, by the conversion price. The conversion price in
        effect on any conversion date will be 60% of the average of the three day
        lowest
        bid prices during the twenty trading days immediately preceding the applicable
        conversion date. The stock purchase warrants have an exercise price of $0.15
        per
        share.
  F-11
  **CLICKABLE
        ENTERPRISES, INC. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF MARCH 31, 2006 AND 2005**
  Also
        on
        June 30, 2005, the Company closed on $650,000 of the $900,000 of convertible
        debentures contemplated by the   Securities Purchase Agreement and issued
        stock purchase warrants exercisable for 6,500,000 shares of common stock
        in
        connection therewith. The Company is required to file a registration statement
        within 60 days of the June 30, 2005 closing registering sufficient underlying
        shares to be reserved for issuance upon conversion of the convertible debentures
        and exercise of the stock purchase warrants. To date the Company has not
        filed
        such registration statement. This requirement was waived by the debenture
        holders and on November 14, 2005, the Company closed on the remaining $250,000
        of convertible debentures.
 
 In
        connection with the aforementioned issuances of an aggregate of $900,000
        of
        convertible debentures, of which the Company received net proceeds of $856,667,
        the Company granted a first priority security interest in all the assets
        of the
        Company. The issuances resulted in a beneficial conversion feature in the
        amount
        of $239,167, (since it is limited to the amount received net of a discount
        of
        $43,333 and warrants having a fair market value of $617,500), which is treated
        as a discount on the debenture. The beneficial conversion expense of $239,167
        is
        deferred and included in additional paid in capital as of March 31, 2006.
        In
        addition, the debenture holders withheld $43,333 as prepaid interest (through
        February 28, 2006), which is treated as a discount on the debentures.
        Additionally, the Company issued the aforementioned warrants to purchase
        9,000,000 shares of common stock having a fair value of $617,500, which is
        being
        treated as a discount on the debenture and is recorded in additional paid
        in
        capital. Debt discount on the debentures aggregated $900,000 and will be
        accreted through the term of each issue from date of issuance through June
        30,
        2008 .
 
 On
        March
        21, 2006, the Company entered into Securities Purchase Agreement with AJW
        Partners, LLC and its related entities for the sale of $1,000,000 in convertible
        debentures and for stock purchase warrants exercisable for 4,000,000 shares
        of
        common stock at $.10 per share expiring June 30, 2010. Closing under the
        Purchase Agreement occurred on March 22, 2006. The debentures are convertible,
        at the holder’s option, into shares of common stock, in whole or in part, at any
        time after the original issue date. The number of shares of common stock
        issuable upon a conversion is to be determined by dividing the outstanding
        principal amount of the debenture to be converted, plus related accrued
        interest, by the conversion price. The conversion price in effect on any
        conversion date will be 60% of the average of the three day lowest bid prices
        during the twenty trading days immediately preceding the applicable conversion
        date. .
 
 The
        convertible debentures bear interest at the rate of 6% per annum, payable
        quarterly. If, however, in any month, the trading price of the common stock
        is
        $.028125 or more for each trading day of the month, no interest will be payable
        for such month. The principal amount of the convertible debentures and all
        accrued interest, if not previously paid or converted, will be due and payable
        on March 21, 2009.
 
 The
        Company has granted the purchasers a security interest in substantially all
        of
        its assets to secure its obligations under the convertible debentures. The
        Company is obligated to file a registration statement registering the resale
        of
        the shares issuable upon conversion of the debentures upon demand by the
        purchasers. The registration statement is required to be filed within 30
        days
        following demand by the purchasers and to become effective within 90 days
        after
        filing. The Company paid a $25,000 fee to an affiliate of the Investors in
        connection with this transaction.
 
 The
        aforementioned issuance of $1,000,000 of convertible debentures resulted
        in a
        beneficial conversion feature in the amount of $$924,000, since it is limited
        to
        the amount received net of the 4,000,000 warrants issued having a fair market
        value of $76,000, which is treated as a discount on the debenture. The
        beneficial conversion expense of $924,000 is deferred and included in additional
        paid in capital as of March 31, 2006. The fair value of the warrants to purchase
        4,000,000 shares of common stock, or $76,000, is being treated as a discount
        on
        the debenture and is recorded in additional paid in capital. Debt discount
        on
        the debentures aggregated $1,000,000 and will be accreted through the term
        of
        each issue from date of issuance through June 30, 2008.
 
 For
        the
        years ended March 31, 2006 and 2005, the Company accreted an aggregate of
        $207,347 and $383,333, respectively, of debt discount as interest expense
        for
        the above-described convertible debenture issuance.
  F-12
 
 **CLICKABLE
        ENTERPRISES, INC. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF MARCH 31, 2006 AND 2005**
  As
        of
        March 31, 2006, the Company owed, in the aggregate, $3,246,335 on all of
        the
        long-term convertible debentures, net of the amount of debentures that have
        been
        converted into stock, and $629,236 of related accrued interest, which is
        included in current liabilities. The maturity of the convertible debentures,
        if
        not extinguished by conversion into stock, is as follows for the years
        ending:
  March
                  31, 2007
              
              $
              -March
                  31, 2008
              
              
              1,346,335March
                  31, 2009
              
              
              1,900,000Total
              
              $
              3,246,335
  The
        fair
        market values of warrants granted for each sale of convertible debentures
        were
        calculated on the grant date using the Black-Scholes option pricing model
        as
        required under FASB 123 with the following assumptions: expected dividend
        yield
        0%, volatility 0%, risk-free interest rate 4.5% and expected life of five
        years.
        As of March 31, 2006, no warrants have been exercised.
 
 See
        Note
        1(J) for the potentially dilutive effect of the convertible debentures and
        the
        stock purchase warrants.
 
 **NOTE
        7**  **STOCKHOLDERS’
        DEFICIENCY**
  ***(A)***  ***Stock
        Plans***
 
 On
        February 4, 2004, the Company filed an S-8 Registration Statement to register
        10,000,000 shares of common stock at a proposed maximum offering price of
        $.05
        per share under the Company’s 2004 Stock Incentive Plan (the “2004 Plan”). On
        February 6, 2006, the Company filed an S-8 Registration Statement to register
        50,000,000 shares of common stock under the Company’s 2006 Stock Plan (the “2006
        Plan”). .
 
 The
        purpose of the Plans are to assist in attracting, motivating, retaining and
        compensating highly competent key employees, non-employee directors and
        consultants to achieve long-term corporate objectives and to reduce debt
        of the
        Company through the issuance of common stock rather than the payment of cash.
        An
        aggregate of 45,000,000 and 160,000 common shares were issued pursuant to
        the
        Plans during the years ended March 31, 2006 and 2005, respectively.
  ***(B)
        Stock Issued For Services***
 
 On
        November 1, 2004, the Company entered into a financial services agreement
        with
        an unrelated third party to perform investor relations services. The initial
        term of the agreement was for a period of three months automatic extensions
        for
        successive one month terms unless cancelled by either party. Payment for
        services rendered shall be $4,000 per month plus an equity component of 160,000
        restricted shares of common stock issued on November 24, 2004 (see Note 7(A)
        above). These shares have been valued at $.05 per share based on the current
        market value. For the year ended March 31, 2005, the Company recorded consulting
        expense of $8,000 for the equity component.
 
 On
        June
        15, 2005 and August 1, 2005, the Company entered into financial services
        agreements with two unrelated third parties to perform financial advisory
        and
        other professional   services. The terms of the agreements were for a
        period of twelve and six months, with payment for services consisting of
        1,000,000 shares of common stock valued at $0.04 per share and 500,000 shares
        of
        common stock valued at $0.07 per share based on market value on the respective
        dates granted, for an aggregate cost of $75,000. The cost of such shares
        and
        warrants will be expensed over the period of the agreements. Total expense
        recorded for the fiscal year ended March 31, 2006 was $66,667.
 
 On
        October 1, 2005, the Company entered into a financial services agreement,
        amended February 16, 2006, with an unrelated third party to perform financial
        advisory and other professional   services for a period of eighteen months,
        with payment for services consisting of an aggregate of 12,500,000 shares
        common
        stock and stock purchase warrants expiring September 30, 2010 exercisable
        for an
        aggregate of 7,500,000 shares of common stock. Of the 12,500,000 common stock
        award, 5,500,000 shares were issued at an average value of $0.0333 per share
        based on market value on the dates issued, and 7,000,000 shares was issued
        at
        $0.0353 per share based on market value on the date issued, resulting in
        a cost
        of $430,228. The stock purchase warrants have exercise prices as follows:
        5,000,000 shares at $0.10 per share and 2,500,000 shares at $0.15 per share.
        The
        fair value of the stock purchase warrants was calculated using the Black
        Sholes
        pricing model, resulting in an additional cost of $94,492.
  F-13
 
 **CLICKABLE
        ENTERPRISES, INC. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF MARCH 31, 2006 AND 2005**
  The
        cost
        of the 5,500,000 share award and the stock purchase warrants will be expensed
        over the eighteen month period of the agreement. The cost of the 7,000,000
        share
        award was expensed upon issuance as no further services are to be
        performed.
  ***(C)***  **  ***Stock
        Issued for Related Party Debt***
 
 On
        January 27, 2004, the Company issued an aggregate of 19,194,860 shares of
        restricted common stock valued at $.05 per share, based on the current market
        value, in full satisfaction of $959,743 of outstanding related party debt
        at
        that date.
 
 ***(D)***  **  ***Stock
        Issued for Officer Compensation***
 
 On
        February 6, 2006, the Board of Directors approved the issuance of 31,000,000
        shares of restricted common stock, 15,000,000 shares to each of Mssrs. Cirillo
        and Pipolo, both of whom are directors and officers of the Company, and
        1,000,000 to another employee, as additional compensation for services rendered
        to the Company. These shares have been valued at $.0232 per share, based
        on the
        current market value at date of issuance and accordingly, $719,200 has been
        expensed during the year ended March 31, 2006.
 
 ***(E)***  **  ***Preferred
        Stock Issued for Additional Financing from Related
        Party***
 
 Contemporaneously
        with the restructuring of the convertible debentures described in Note 6,
        the
        Company sold to the holders of the convertible debentures 1,200 shares of
        Series
        A Convertible Preferred Stock (“Series A Preferred Stock”), par value $.001 per
        share, Stated Value $1,000 per share, in exchange for cash proceeds of
        $1,171,657 net of transaction costs of $28,343. The holders of Series A
        Preferred Stock are entitled to receive cumulative cash dividends of six
        percent
        (6%) per annum, payable in arrears on March 31, June 30, September 30 and
        December 31 of each year, commencing December 31, 2004, out of funds legally
        available thereof. The Company had a stockholders’ deficiency at March 31, 2006
        and 2005; accordingly it did not have legally available funds available to
        declare and pay a dividend. As of March 31, 2006 and 2005, dividend arrearage
        on
        the Series A Cumulative Preferred Stock aggregated $106,300 and $36,000,
        respectively. Other provisions include:
  1.
              In
                  the event dividends are distributed to holders of shares of common
                  stock,
                  the holders of Series A Preferred Stock shall be entitled to receive
                  dividends on a pari passu basis.2.
              In
                  the event of a Liquidation Event, as defined in the Certificate
                  of
                  Designation, Preferences, and Rights of the Series A Preferred
                  Stock (the
                  “Certificate of Designation”), the holders of Series A Preferred Stock
                  shall be entitled to a Liquidation Preference consisting of the
                  Stated
                  Value, accrued and unpaid dividends, and any other amounts
                  owed.3.
              Mandatory
                  redemption provisions are effective if and when the Company fails
                  to issue
                  shares of common stock to holders of the Series A Preferred Stock
                  upon
                  exercise of conversion rights, or the common stock of the Company
                  fails,
                  after having been initially listed, to remain listed on the
                  Over-the-Counter Bulletin Board, Nasdaq National Market, Nasdaq
                  SmallCap
                  Market, New York Stock Exchange or American Stock Exchange, for
                  any reason
                  within the control of the Company.4.
              The
                  Company may elect to optionally redeem the Series A Preferred Stock
                  in an
                  amount equal to 120% of the stated value of each share, accrued
                  and unpaid
                  dividends, and any other amounts owed.5.
              Each
                  share of Series A Preferred Stock is convertible into common shares
                  at the
                  Conversion Price generally set at 85% of the average of the lowest
                  three
                  Average Daily Prices, as defined the Certificate of Designation,
                  for the
                  Company’s common stock during the 20-day trading period prior to the date
                  of a conversion notice. See Note 1(J) for the potentially dilutive
                  effect
                  of the Series A Preferred Stock. In connection with this discounted
                  conversion feature, the Company recorded a discount to Series A
                  Preferred
                  Stock in the amount of $211,765, which is being amortized over
                  the
                  36-month period prior to the automatic conversion date described
                  below,
                  unless conversion occurs prior to that date. During the year ended
                  March
                  31, 2006 and 2005, amortization of $70,588 and $35,294, respectively,
                  was
                  charged to accumulated deficit.
  F-14
  **CLICKABLE
        ENTERPRISES, INC. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF MARCH 31, 2006 AND 2005**
  6.
              So
                  long as certain conditions are met, all shares of Series A Preferred
                  Stock
                  issued and outstanding on October 14, 2007, shall be automatically
                  converted into shares of common stock at the Conversion
                  Price.
  **NOTE
        8**  **RELATED
        PARTY TRANSACTIONS**
  During
        the fiscal years ended March 31, 2006 and 2005, the Company purchased heating
        oil for resale from NRG Heat & Power, Inc. (“NRG”) and Flaw, Inc. (“Flaw”),
        oil suppliers that are owned and managed by Mssrs. Cirillo and Pipolo, both
        of
        whom are directors and officers of the Company, in the aggregate amount of
        $186,379 and $125,983, respectively, or approximately 5% and 6%, respectively,
        of total heating oil purchased.
 
 As
        of
        March 31, 2006 and 2005, the amounts due from/due to the related parties
        referred to above amounted to $15,965 and $14,711, respectively.
 
 During
        the fiscal years ended March 31, 2006 and 2005, the Company had fuel sales
        of
        $54,786 and $60,172, respectively, to NRG and Flaw.
 
 During
        the fiscal years ended March 31, 2005 and 2004, the Company paid $201,508
        and
        $114,001, respectively, to Nexgen Energy, LLC, for trucking to pick up and
        deliver heating oil. Nexgen is owned and managed by Mssrs. Cirillo and
        Pipolo.
 
 The
        Company has amounts due from various related entities and business transactions
        referred to above which are under common control. These entities are not
        considered to be variable interest entities requiring consolidation under
        FASB
        interpretation FIN 46(R), Consolidation of Variable Interest Entities, which
        requires the Company to evaluate its transactional and contractual relationships
        with other entities to determine whether any such entities are subject to
        consolidation, as they did not have a material effect on the Company’s financial
        position or on the consolidated results of operations.
 
 For
        related party stock transactions, see Notes 7(C), 7(D) and 7(E).
 
 **NOTE
        9**  **COMMITMENTS
        AND CONTINGENCIES**
 
 ***(A)
        Sales Commitments***
  As
        of
        March 31, 2006 and 2005, the Company had an aggregate obligation to deliver
        approximately 166,000 gallons and 240,000 gallons, respectively, of heating
        oil
        to customers at varying prices under fixed price contracts.
  ***(B)
        Forward Purchase Commitment***
 
 As
        of
        March 31, 2006 and 2005, the Company had entered into futures contracts with
        an
        unrelated supplier to purchase, in aggregate, approximately 71,000 gallons
        and
        252,000 gallons, respectively, of heating oil for delivery in the winter
        season
        of the next fiscal year. The heating oil to be purchased will be provided
        to
        customers under existing sales commitments (estimate based on number of
        customers) whereby the customers have agreed to purchase all of their heating
        oil from the Company. The amounts due under these contracts as of March 31,
        2006
        and 2005 total approximately $125,000 and $378,000, respectively, and are
        payable as deliveries are received by the Company. The contracts specify
        that
        the Company is to be billed for each delivery and the credit terms call for
        electronic transfer of funds within 10 days. If the Company fails to perform,
        they shall be in default and held liable for damages.
  F-15
  **CLICKABLE
        ENTERPRISES, INC. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF MARCH 31, 2006 AND 2005**
  During
        the fiscal year ended March 31, 2005, the Company liquidated its hedging
        positions in place at March 31, 2004, to make additional funds available
        to meet
        current operating cash needs early in the current fiscal year. The gain of
        $12,453 realized on this liquidation transaction is included in other
        income.
  ***(C)
        Agreement of Sale***
 
 As
        described in Note 5, the Company entered into an Agreement of Sale dated
        February 10, 2005 under which the Company issued a promissory note for a
        contingent payment due January 10, 2006. The contingent payment was estimated
        at
        $120,750. The actual payment of $91,377 was made in March 2006, and an
        appropriate adjustment was made to the purchase price.
  ***(D)
        Lease Agreement***
 
 On
        April
        1, 2003, the Company entered into a lease agreement with an unrelated third
        party for its administrative offices. The term of the lease was for twenty
        four
        months commencing on June 1, 2003. The monthly rent was $1,260 through December
        31, 2003. As of January 1, 2004, the monthly rent increased to $1,470. Following
        the lease expiration on June 1, 2005, the Company began paying rent on a
        month-to-month basis and commenced negotiations for a new lease. The Company
        has
        continued on a month-to-month basis through the year ended March 31, 2006.
        The
        current monthly rent is approximately $1,860.
 
 ***(E)***  ***Contingent
        Note Payable***
 
 As
        described in Note 5, the Company is obligated to make a payment, estimated
        at
        $120,750, under a promissory note arising from an asset purchase. The payment
        will be based on a formula utilizing the gross profit realized on heating
        oil
        sold to purchased customers in the 12-month period ending January 10, 2006.
        As
        of March 31, 2006, the Company has made this payment in full (see Note 5
        and
        Note 9(C) herein).
 
 **NOTE
        10**  **GOING
        CONCERN**
 
 The
        accompanying consolidated financial statements have been prepared on a going
        concern basis, which contemplates the realization of assets and the settlement
        of liabilities and commitments in the normal course of business.
  As
        reflected in the accompanying consolidated financial statements, the Company
        had
        a net loss of $2,223,302 and a negative cash flow from operations of $697,503
        for the year ended March 31, 2006 and a stockholders' deficiency of $336,532
        at
        March 31, 2006. The ability of the Company to continue as a going concern
        is
        dependent on the Company's ability to raise additional funds and implement
        its
        business plan. The accompanying consolidated financial statements do not
        include
        any adjustments that might be necessary if the Company is unable to continue
        as
        a going concern.
 
 Management's
        plans include the raising of additional capital through private or public
        transactions and implementation of its business plan to increase
        revenues.
  **NOTE
        11**  ****  **SUBSEQUENT
        EVENTS**
 
 On
        April
        4, 2006, the Company entered into a financial services agreement with an
        unrelated third party to serve as placement agent for a private placement
        of up
        to $15,000,000 of common stock. Under terms of the agreement the Company
        is
        required to file a registration statement with the SEC on Form S-3 within
        30
        days following the closing of a financing. The agreement may be terminated
        by
        either party, at its option, upon giving the other party fifteen days prior
        written notice, or otherwise shall terminate upon the earlier of the sale
        of the
        securities or March 31, 2007. Fees for services consist of (a) an initial
        advisory fee of $25,000, $15,000 upon signing and $10,000 upon delivery of
        two
        term sheets from potential investors, and (b) a success fee of (i) 5% of
        gross
        proceeds received at closing and (ii) warrants with a three-year term for
        the
        purchase of an amount equal to 5% of the securities issued at closing at
        an
        exercise price equal to the closing bid price of the Company’s common stock on
        the date of the agreement, or $.03 per share
  F-16


**SECURITIES
      PURCHASE AGREEMENT**




SECURITIES
      PURCHASE AGREEMENT (this “ **Agreement** ”),
      dated
      as of March 21, 2006, by and among Clickable Enterprises, Inc. a Delaware
      corporation, with headquarters located at 711 South Columbus Avenue, Mount
      Vernon, New York 10550 (the “ **Company** ”),
      and
      each of the purchasers set forth on the signature pages hereto (the “ **Buyers** ”).




**WHEREAS:**




**A.** The Company and the Buyers are executing and delivering this Agreement in
      reliance upon the exemption from securities registration afforded by the rules
      and regulations as promulgated by the United States Securities and Exchange
      Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933
      Act”);




**B.** Buyers desire to purchase and the Company desires to issue and sell, upon the
      terms and conditions set forth in this Agreement (i) 6% convertible debentures
      of the Company, in the form attached hereto as **Exhibit
      “A”** , in the
      aggregate principal amount of One Million Dollars ($1,000,000) (together with
      any debenture(s) issued in replacement thereof or as a dividend thereon or
      otherwise with respect thereto in accordance with the terms thereof, the “ **Debentures** ”),
      convertible into shares of common stock, par value $.001 per share, of the
      Company (the “ **Common
      Stock** ”),
      upon
      the terms and subject to the limitations and conditions set forth in such
      Debentures and (ii) warrants, in the form attached hereto as **Exhibit
      “B”** , to
      purchase 4,000,000 shares of Common Stock (the **“Warrants”** ).




**C.** Each Buyer wishes to purchase, upon the terms and conditions stated in this
      Agreement, such principal amount of Debentures and number of Warrants as is
      set
      forth immediately below its name on the signature pages hereto; and




**D.** Contemporaneous with the execution and delivery of this Agreement, the parties
      hereto are executing and delivering a Registration Rights Agreement, in the
      form
      attached hereto as **Exhibit
      “C”** (the “ **Registration
      Rights Agreement** ”),
      pursuant to which the Company has agreed to provide certain registration rights
      under the 1933 Act and the rules and regulations promulgated thereunder, and
      applicable state securities laws.




**NOW
      THEREFORE** , the
      Company and each of the Buyers severally (and not jointly) hereby agree as
      follows:




**1.**  **PURCHASE
      AND SALE OF DEBENTURES AND WARRANTS** .




**a.**  **Purchase
      of Debentures and Warrants** . On the
      Closing Date (as defined below), the Company shall issue and sell to each Buyer
      and each Buyer severally agrees to purchase from the Company such principal
      amount of Debentures and number of Warrants as is set forth immediately below
      such Buyer’s name on the signature pages hereto.




**b.**  **Form
      of Payment** . On the
      Closing Date (as defined below), (i) each Buyer shall pay the purchase price
      for
      the Debentures and the Warrants to be issued and sold to it at the Closing
      (as
      defined below) (the “ **Purchase
      Price** ”)
      by
      wire transfer of immediately available funds to the Company, in accordance
      with
      the Company’s written wiring instructions, against delivery of the Debentures in
      the principal amount equal to the Purchase Price and the number of Warrants
      as
      is set forth immediately below such Buyer’s name on the signature pages hereto,
      and (ii) the Company shall deliver such Debentures and Warrants duly executed
      on
      behalf of the Company, to such Buyer, against delivery of such Purchase
      Price.









**c.**  **Closing
      Date** .
      Subject to the satisfaction (or written waiver) of the conditions thereto set
      forth in Section 6 and Section 7 below, the date and time of the issuance and
      sale of the Debentures and the Warrants pursuant to this Agreement (the “ **Closing
      Date** ”)
      shall
      be 12:00 noon, Eastern Standard Time on March 21, 2006, or such other mutually
      agreed upon time. The closing of the transactions contemplated by this Agreement
      (the “ **Closing** ”)
      shall
      occur on the Closing Date at such location as may be agreed to by the
      parties.




**2.**  **BUYERS’
      REPRESENTATIONS AND WARRANTIES** . Each
      Buyer severally (and not jointly) represents and warrants to the Company solely
      as to such Buyer that:




**a.**  **Investment
      Purpose** . As of
      the date hereof, the Buyer is purchasing the Debentures and the shares of Common
      Stock issuable upon conversion of or otherwise pursuant to the Debentures
      (including, without limitation, such additional shares of Common Stock, if
      any,
      as are issuable (i) on account of interest on the Debentures, (ii) as a result
      of the events described in Sections 1.3 and 1.4(g) of the Debentures and Section
      2(c) of the Registration Rights Agreement or (iii) in payment of the Standard
      Liquidated Damages Amount (as defined in Section 2(f) below) pursuant to this
      Agreement, such shares of Common Stock being collectively referred to herein
      as
      the “ **Conversion
      Shares** ”)
      and
      the Warrants and the shares of Common Stock issuable upon exercise thereof
      (the
“ **Warrant
      Shares** ”
and,
      collectively with the Debentures, Warrants and Conversion Shares, the “ **Securities** ”)
      for
      its own account and not with a present view towards the public sale or
      distribution thereof, except pursuant to sales registered or exempted from
      registration under the 1933 Act; provided , however , that
      by making the representations herein, the Buyer does not agree to hold any
      of
      the Securities for any minimum or other specific term and reserves the right
      to
      dispose of the Securities at any time in accordance with or pursuant to a
      registration statement or an exemption under the 1933 Act.




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




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




**d.**  **Information** . The
      Buyer and its advisors, if any, have been, and for so long as the Debentures
      and
      Warrants remain outstanding will continue to be, furnished with all materials
      relating to the business, finances and operations of the Company and materials
      relating to the offer and sale of the Securities which have been requested
      by
      the Buyer or its advisors. The Buyer and its advisors, if any, have been, and
      for so long as the Debentures and Warrants remain outstanding will continue
      to
      be, afforded the opportunity to ask questions of the Company. Notwithstanding
      the foregoing, the Company has not disclosed to the Buyer any material nonpublic
      information and will not disclose such information unless such information
      is
      disclosed to the public prior to or promptly following such disclosure to the
      Buyer. Neither such inquiries nor any other due diligence investigation
      conducted by Buyer or any of its advisors or representatives shall modify,
      amend
      or affect Buyer’s right to rely on the Company’s representations and warranties
      contained in Section 3 below. The Buyer understands that its investment in
      the
      Securities involves a significant degree of risk.




2




**e.**  **Governmental
      Review** . The
      Buyer understands that no United States federal or state agency or any other
      government or governmental agency has passed upon or made any recommendation
      or
      endorsement of the Securities.




**f.**  **Transfer
      or Re-sale** . The
      Buyer understands that (i) except as provided in the Registration Rights
      Agreement, the sale or re-sale of the Securities has not been and is not being
      registered under the 1933 Act or any applicable state securities laws, and
      the
      Securities may not be transferred unless (a) the Securities are sold pursuant
      to
      an effective registration statement under the 1933 Act, (b) the Buyer shall
      have
      delivered to the Company an opinion of counsel that shall be in form, substance
      and scope customary for opinions of counsel in comparable transactions to the
      effect that the Securities to be sold or transferred may be sold or transferred
      pursuant to an exemption from such registration, which opinion shall be accepted
      by the Company, provided such opinion is issued by Ballard Spahr Andrews &
Ingersoll, LLP or such other law firm as may be reasonably acceptable to the
      Company (“ **Qualifying
      Buyer Counsel** ”)
      (c)
      the Securities are sold or transferred to an “affiliate” (as defined in Rule 144
      promulgated under the 1933 Act (or a successor rule) (“ **Rule
      144** ”))
      of
      the Buyer who agrees to sell or otherwise transfer the Securities only in
      accordance with this Section 2(f) and who is an Accredited Investor, (d) in
      the
      opinion of Qualifying Buyer Counsel, the Securities are sold pursuant to Rule
      144, or (e) the Securities are sold pursuant to Regulation S under the 1933
      Act
      (or a successor rule) (“ **Regulation
      S** ”),
      and
      the Buyer shall have delivered to the Company an opinion of counsel that shall
      be in form, substance and scope customary for opinions of counsel in corporate
      transactions, which opinion shall be accepted by the Company iprovided such
      opinion is issued by Qualifying Buyer Counsel; (ii) any sale of such Securities
      made in reliance on Rule 144 may be made only in accordance with the terms
      of
      said Rule and further, if said Rule is not applicable, any re-sale of such
      Securities under circumstances in which the seller (or the person through whom
      the sale is made) may be deemed to be an underwriter (as that term is defined
      in
      the 1933 Act) may require compliance with some other exemption under the 1933
      Act or the rules and regulations of the SEC thereunder; and (iii) neither the
      Company nor any other person is under any obligation to register such Securities
      under the 1933 Act or any state securities laws or to comply with the terms
      and
      conditions of any exemption thereunder (in each case, other than pursuant to
      the
      Registration Rights Agreement). Notwithstanding the foregoing or anything else
      contained herein to the contrary, the Securities may be pledged as collateral
      in
      connection with a bona  fide margin
      account or other lending arrangement. In the event that the Company does not
      accept the opinion of counsel provided by the Buyer Qualifying Buyer Counsel
      with respect to the transfer of Securities pursuant to an exemption from
      registration, such as Rule 144 or Regulation S, within three (3) business days
      of delivery of the opinion to the Company, the Company shall pay to the Buyer
      liquidated damages of three percent (3%) of the outstanding amount of the
      Debentures per month plus accrued and unpaid interest on the Debentures,
      prorated for partial months, in cash or shares at the option of the Company
      (“ **Standard
      Liquidated Damages Amount** ”).
      If
      the Company elects to pay the Standard Liquidated Damages Amount in shares
      of
      Common Stock, such shares shall be issued at the Conversion Price at the time
      of
      payment.




3




**g.**  **Legends** . The
      Buyer understands that the Debentures and the Warrants and, until such time
      as
      the Conversion Shares and Warrant Shares have been registered under the 1933
      Act
      as contemplated by the Registration Rights Agreement or otherwise may be sold
      pursuant to Rule 144 or Regulation S without any restriction as to the number
      of
      securities as of a particular date that can then be immediately sold, the
      Conversion Shares and Warrant Shares may bear a restrictive legend in
      substantially the following form (and a stop-transfer order may be placed
      against transfer of the certificates for such Securities):




“The
      securities represented by this certificate have not been registered under the
      Securities Act of 1933, as amended. The securities may not be sold, transferred
      or assigned in the absence of an effective registration statement for the
      securities under said Act, or an opinion of counsel, in form, substance and
      scope customary for opinions of counsel in comparable transactions, that
      registration is not required under said Act or unless sold pursuant to Rule
      144
      or Regulation S under said Act.”




The
      legend set forth above shall be removed and the Company shall issue a
      certificate without such legend to the holder of any Security upon which it
      is
      stamped, if, unless otherwise required by applicable state securities laws,
      (a)
      such Security is registered for sale under an effective registration statement
      filed under the 1933 Act (and the Company has received the opinion of Qualifying
      Buyer Counsel that the legend may be removed prior to the sale of such security
      pursuant to the Registration Statement) or otherwise may be sold pursuant to
      Rule 144 or Regulation S without any restriction as to the number of securities
      as of a particular date that can then be immediately sold or the type of
      transaction in which they may be sold, or (b) such holder provides the Company
      with an opinion of counsel from Qualifying buyer Counsel, in form, substance
      and
      scope customary for opinions of counsel in comparable transactions, to the
      effect that a public sale or transfer of such Security may be made without
      registration under the 1933 Act, which opinion shall be accepted by the Company
      so that the sale or transfer is effected or (c) such holder provides the Company
      with reasonable assurances that such Security can be sold pursuant to Rule
      144
      or Regulation S. The Buyer agrees to sell all Securities, including those
      represented by a certificate(s) from which the legend has been removed, in
      compliance with applicable prospectus delivery requirements, if
      any.




**h.**  **Authorization;
      Enforcement** . This
      Agreement and the Registration Rights Agreement have been duly and validly
      authorized. This Agreement has been duly executed and delivered on behalf of
      the
      Buyer, and this Agreement constitutes, and upon execution and delivery by the
      Buyer of the Registration Rights Agreement, such agreement will constitute,
      valid and binding agreements of the Buyer enforceable in accordance with their
      terms.





4




**i.**  **Residency** . The
      Buyer is a resident of the jurisdiction set forth immediately below such Buyer’s
      name on the signature pages hereto.




**3.**  **REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY** . The
      Company represents and warrants to each Buyer that:




**a.**  **Organization
      and Qualification** . The
      Company and each of its Subsidiaries (as defined below), if any, is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of the jurisdiction in which it is incorporated, with full power and authority
      (corporate and other) to own, lease, use and operate its properties and to
      carry
      on its business as and where now owned, leased, used, operated and conducted. **Schedule
      3(a)** sets
      forth a list of all of the Subsidiaries of the Company and the jurisdiction
      in
      which each is incorporated. The Company and each of its Subsidiaries is duly
      qualified as a foreign corporation to do business and is in good standing in
      every jurisdiction in which its ownership or use of property or the nature
      of
      the business conducted by it makes such qualification necessary except where
      the
      failure to be so qualified or in good standing would not have a Material Adverse
      Effect. “ **Material
      Adverse Effect** ”
means
      any material adverse effect on the business, operations, assets, financial
      condition or prospects of the Company or its Subsidiaries, if any, taken as
      a
      whole, or on the transactions contemplated hereby or by the agreements or
      instruments to be entered into in connection herewith. “ **Subsidiaries** ”
means
      any corporation or other organization, whether incorporated or unincorporated,
      in which the Company owns, directly or indirectly, any equity or other ownership
      interest.




**b.**  **Authorization;
      Enforcement** . (i)
      The Company has all requisite corporate power and authority to enter into and
      perform this Agreement, the Registration Rights Agreement, the Debentures and
      the Warrants and to consummate the transactions contemplated hereby and thereby
      and to issue the Securities, in accordance with the terms hereof and thereof,
      (ii) the execution and delivery of this Agreement, the Registration Rights
      Agreement, the Debentures and the Warrants by the Company and the consummation
      by it of the transactions contemplated hereby and thereby (including without
      limitation, the issuance of the Debentures and the Warrants and the issuance
      and
      reservation for issuance of the Conversion Shares and Warrant Shares issuable
      upon conversion or exercise thereof) have been duly authorized by the Company’s
      Board of Directors and no further consent or authorization of the Company,
      its
      Board of Directors, or its shareholders is required, (iii) this Agreement has
      been duly executed and delivered by the Company by its authorized
      representative, and such authorized representative is the true and official
      representative with authority to sign this Agreement and the other documents
      executed in connection herewith and bind the Company accordingly, and (iv)
      this
      Agreement constitutes, and upon execution and delivery by the Company of the
      Registration Rights Agreement, the Debentures and the Warrants, each of such
      instruments will constitute, a legal, valid and binding obligation of the
      Company enforceable against the Company in accordance with its
      terms.




**c.**  **Capitalization** . As of
      the date hereof, the authorized capital stock of the Company consists of (i)
      50,000,000 shares of Common Stock, of which [ ] shares are issued and
      outstanding, no___________ shares are reserved for issuance pursuant to the
      Company’s stock option plans, [ ]no shares are reserved for issuance pursuant to
      securities (other than the Debentures and the Warrants and debentures, warrants
      and convertible preferred stock held by the Buyers or their affiliates)
      exercisable for, or convertible into or exchangeable for shares of Common Stock
      and, [ ] shares are reserved for issuance upon conversion of the Debentures
      and
      exercise of the Warrants; and (ii) 10,000,000 shares of preferred stock,
      1,200 of which have been designated as Series A Convertible Preferred Stock
      and
      are issued and outstanding. All of such outstanding shares of capital stock
      are,
      or upon issuance will be, duly authorized, validly issued, fully paid and
      nonassessable. No shares of capital stock of the Company are subject to
      preemptive rights or any other similar rights of the shareholders of the Company
      or any liens or encumbrances imposed through the actions or failure to act
      of
      the Company. Except as disclosed in **Schedule
      3(c)** , as of
      the effective date of this Agreement, (i) there are no outstanding options,
      warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal,
      agreements, understandings, claims or other commitments or rights of any
      character whatsoever relating to, or securities or rights convertible into
      or
      exchangeable for any shares of capital stock of the Company or any of its
      Subsidiaries, or arrangements by which the Company or any of its Subsidiaries
      is
      or may become bound to issue additional shares of capital stock of the Company
      or any of its Subsidiaries, (ii) there are no agreements or arrangements under
      which the Company or any of its Subsidiaries is obligated to register the sale
      of any of its or their securities under the 1933 Act (except the Registration
      Rights Agreement) and (iii) there are no anti-dilution or price adjustment
      provisions contained in any security issued by the Company (or in any agreement
      providing rights to security holders) that will be triggered by the issuance
      of
      the Debentures, the Warrants, the Conversion Shares or Warrant Shares. The
      Company has furnished to the Buyer true and correct copies of the Company’s
      Articles of Incorporation as in effect on the date hereof (“ **Articles
      of Incorporation** ”),
      the
      Company’s By-laws, as in effect on the date hereof (the “ **By-laws** ”),
      and
      the terms of all securities convertible into or exercisable for Common Stock
      of
      the Company and the material rights of the holders thereof in respect thereto.
      The Company shall provide the Buyer with a written update of this representation
      signed by the Company’s Chief Executive or Chief Financial Officer on behalf of
      the Company as of the Closing Date.




5




**d.**  **Issuance
      of Shares** . The
      Conversion Shares and Warrant Shares are duly authorized and reserved for
      issuance and, upon conversion of the Debentures and exercise of the Warrants
      in
      accordance with their respective terms, will be validly issued, fully paid
      and
      non-assessable, and free from all taxes, liens, claims and encumbrances with
      respect to the issue thereof and shall not be subject to preemptive rights
      or
      other similar rights of shareholders of the Company and will not impose personal
      liability upon the holder thereof.




**e.**  **Acknowledgment
      of Dilution** . The
      Company understands and acknowledges the potentially dilutive effect to the
      Common Stock upon the issuance of the Conversion Shares and Warrant Shares
      upon
      conversion of the Debenture or exercise of the Warrants. The Company further
      acknowledges that its obligation to issue Conversion Shares and Warrant Shares
      upon conversion of the Debentures or exercise of the Warrants in accordance
      with
      this Agreement, the Debentures and the Warrants is absolute and unconditional
      regardless of the dilutive effect that such issuance may have on the ownership
      interests of other shareholders of the Company.




**f.**  **No
      Conflicts** . The
      execution, delivery and performance of this Agreement, the Registration Rights
      Agreement, the Debentures and the Warrants by the Company and the consummation
      by the Company of the transactions contemplated hereby and thereby (including,
      without limitation, the issuance and reservation for issuance of the Conversion
      Shares and Warrant Shares) will not (i) conflict with or result in a violation
      of any provision of the Articles of Incorporation or By-laws or (ii) violate
      or
      conflict with, or result in a breach of any provision of, or constitute a
      default (or an event which with notice or lapse of time or both could become
      a
      default) under, or give to others any rights of termination, amendment,
      acceleration or cancellation of, any agreement, indenture, patent, patent
      license or instrument to which the Company or any of its Subsidiaries is a
      party, or (iii) result in a violation of any law, rule, regulation, order,
      judgment or decree (including federal and state securities laws and regulations
      and regulations of any self-regulatory organizations to which the Company or
      its
      securities are subject) applicable to the Company or any of its Subsidiaries
      or
      by which any property or asset of the Company or any of its Subsidiaries is
      bound or affected (except for such conflicts, defaults, terminations,
      amendments, accelerations, cancellations and violations as would not,
      individually or in the aggregate, have a Material Adverse Effect). Neither
      the
      Company nor any of its Subsidiaries is in violation of its Articles of
      Incorporation, By-laws or other organizational documents and neither the Company
      nor any of its Subsidiaries is in default (and no event has occurred which
      with
      notice or lapse of time or both could put the Company or any of its Subsidiaries
      in default) under, and neither the Company nor any of its Subsidiaries has
      taken
      any action or failed to take any action that would give to others any rights
      of
      termination, amendment, acceleration or cancellation of, any agreement,
      indenture or instrument to which the Company or any of its Subsidiaries is
      a
      party or by which any property or assets of the Company or any of its
      Subsidiaries is bound or affected, except for possible defaults as would not,
      individually or in the aggregate, have a Material Adverse Effect. The businesses
      of the Company and its Subsidiaries, if any, are not being conducted, and shall
      not be conducted so long as a Buyer owns any of the Securities, in violation
      of
      any law, ordinance or regulation of any governmental entity. Except as
      specifically contemplated by this Agreement and as required under the 1933
      Act
      and any applicable state securities laws, the Company is not required to obtain
      any consent, authorization or order of, or make any filing or registration
      with,
      any court, governmental agency, regulatory agency, self regulatory organization
      or stock market or any third party in order for it to execute, deliver or
      perform any of its obligations under this Agreement, the Registration Rights
      Agreement, the Debentures or the Warrants in accordance with the terms hereof
      or
      thereof or to issue and sell the Debentures and Warrants in accordance with
      the
      terms hereof and to issue the Conversion Shares upon conversion of the
      Debentures and the Warrant Shares upon exercise of the Warrants. Except as
      disclosed in **Schedule
      3(f)** , all
      consents, authorizations, orders, filings and registrations which the Company
      is
      required to obtain pursuant to the preceding sentence have been obtained or
      effected on or prior to the date hereof. Subject to the Listing (as defined
      in
      Section 4(n)), Tthe Company is not in violation of the listing requirements
      of
      the Over-the-Counter Bulletin Board (the “ **OTCBB** ”)
      and
      does not reasonably anticipate that the Common Stock will be delisted by the
      OTCBB in the foreseeable future. The Company and its Subsidiaries are unaware
      of
      any facts or circumstances which might give rise to any of the
      foregoing.





6




**g.**  **SEC
      Documents; Financial Statements** . Except
      as disclosed in **Schedule
      3(g)** , the
      Company has timely filed all reports, schedules, forms, statements and other
      documents required to be filed by it with the SEC pursuant to the reporting
      requirements of the Securities Exchange Act of 1934, as amended (the “ **1934
      Act** ”)
      (all
      of the foregoing filed prior to the date hereof and all exhibits included
      therein and financial statements and schedules thereto and documents (other
      than
      exhibits to such documents) incorporated by reference therein, being hereinafter
      referred to herein as the “ **SEC
      Documents** ”).
      The
      Company has delivered to each Buyer true and complete copies of the SEC
      Documents, except for such exhibits and incorporated documents. As of their
      respective dates, the SEC Documents complied in all material respects with
      the
      requirements of the 1934 Act and the rules and regulations of the SEC
      promulgated thereunder applicable to the SEC Documents, and none of the SEC
      Documents, at the time they were filed with the SEC, contained any untrue
      statement of a material fact or omitted to state a material fact required to
      be
      stated therein or necessary in order to make the statements therein, in light
      of
      the circumstances under which they were made, not misleading. None of the
      statements made in any such SEC Documents is, or has been, required to be
      amended or updated under applicable law (except for such statements as have
      been
      amended or updated in subsequent filings prior the date hereof). As of their
      respective dates, the financial statements of the Company included in the SEC
      Documents complied as to form in all material respects with applicable
      accounting requirements and the published rules and regulations of the SEC
      with
      respect thereto. Such financial statements have been prepared in accordance
      with
      United States generally accepted accounting principles, consistently applied,
      during the periods involved (except (i) as may be otherwise indicated in such
      financial statements or the notes thereto, or (ii) in the case of unaudited
      interim statements, to the extent they may not include footnotes or may be
      condensed or summary statements) and fairly present in all material respects
      the
      consolidated financial position of the Company and its consolidated Subsidiaries
      as of the dates thereof and the consolidated results of their operations and
      cash flows for the periods then ended (subject, in the case of unaudited
      statements, to normal year-end audit adjustments). Except as set forth in the
      financial statements of the Company included in the SEC Documents, the Company
      has no liabilities, contingent or otherwise, other than (i) liabilities incurred
      in the ordinary course of business subsequent to March 31, 2004 and (ii)
      obligations under contracts and commitments incurred in the ordinary course
      of
      business and not required under generally accepted accounting principles to
      be
      reflected in such financial statements, which, individually or in the aggregate,
      are not material to the financial condition or operating results of the
      Company.





7




**h.**  **Absence
      of Certain Changes** . Except
      as set forth on **Schedule
      3(h)** , since
      March 31, 2004, there has been no material adverse change and no material
      adverse development in the assets, liabilities, business, properties,
      operations, financial condition, results of operations or prospects of the
      Company or any of its Subsidiaries.




**i.**  **Absence
      of Litigation** . There
      is no action, suit, claim, proceeding, inquiry or investigation before or by
      any
      court, public board, government agency, self-regulatory organization or body
      pending or, to the knowledge of the Company or any of its Subsidiaries,
      threatened against or affecting the Company or any of its Subsidiaries, or
      their
      officers or directors in their capacity as such, that could have a Material
      Adverse Effect. **Schedule
      3(i)** contains
      a complete list and summary description of any pending or threatened proceeding
      against or affecting the Company or any of its Subsidiaries, without regard
      to
      whether it would have a Material Adverse Effect. The Company and its
      Subsidiaries are unaware of any facts or circumstances which might give rise
      to
      any of the foregoing.




**j.**  **Patents,
      Copyrights, etc** . The
      Company and each of its Subsidiaries owns or possesses the requisite licenses
      or
      rights to use all patents, patent applications, patent rights, inventions,
      know-how, trade secrets, trademarks, trademark applications, service marks,
      service names, trade names and copyrights (“ **Intellectual
      Property** ”)
      necessary to enable it to conduct its business as now operated (and, except
      as
      set forth in **Schedule
      3(j)** hereof,
      to the best of the Company’s knowledge, as presently contemplated to be operated
      in the future); there is no claim or action by any person pertaining to, or
      proceeding pending, or to the Company’s knowledge threatened, which challenges
      the right of the Company or of a Subsidiary with respect to any Intellectual
      Property necessary to enable it to conduct its business as now operated (and,
      except as set forth in **Schedule
      3(j)** hereof,
      to the best of the Company’s knowledge, as presently contemplated to be operated
      in the future); to the best of the Company’s knowledge, the Company’s or its
      Subsidiaries’ current and intended products, services and processes do not
      infringe on any Intellectual Property or other rights held by any person; and
      the Company is unaware of any facts or circumstances which might give rise
      to
      any of the foregoing. The Company and each of its Subsidiaries have taken
      reasonable security measures to protect the secrecy, confidentiality and value
      of their Intellectual Property.




8




**k.**  **No
      Materially Adverse Contracts, Etc** .
      Neither the Company nor any of its Subsidiaries is subject to any charter,
      corporate or other legal restriction, or any judgment, decree, order, rule
      or
      regulation which in the judgment of the Company’s officers has or is expected in
      the future to have a Material Adverse Effect. Neither the Company nor any of
      its
      Subsidiaries is a party to any contract or agreement which in the judgment
      of
      the Company’s officers has or is expected to have a Material Adverse
      Effect.




**l.**  **Tax
      Status** . Except
      as set forth on **Schedule
      3(l)** , the
      Company and each of its Subsidiaries has made or filed all federal, state and
      foreign income and all other tax returns, reports and declarations required
      by
      any jurisdiction to which it is subject (unless and only to the extent that
      the
      Company and each of its Subsidiaries has set aside on its books provisions
      reasonably adequate for the payment of all unpaid and unreported taxes) and
      has
      paid all taxes and other governmental assessments and charges that are material
      in amount, shown or determined to be due on such returns, reports and
      declarations, except those being contested in good faith and has set aside
      on
      its books provisions reasonably adequate for the payment of all taxes for
      periods subsequent to the periods to which such returns, reports or declarations
      apply. There are no unpaid taxes in any material amount claimed to be due by
      the
      taxing authority of any jurisdiction, and the officers of the Company know
      of no
      basis for any such claim. The Company has not executed a waiver with respect
      to
      the statute of limitations relating to the assessment or collection of any
      foreign, federal, state or local tax. Except as set forth on **Schedule
      3(l)** , none
      of the Company’s tax returns is presently being audited by any taxing
      authority.




**m.**  **Certain
      Transactions** . Except
      as set forth on **Schedule
      3(m)** and
      except for arm’s length transactions pursuant to which the Company or any of its
      Subsidiaries makes payments in the ordinary course of business upon terms no
      less favorable than the Company or any of its Subsidiaries could obtain from
      third parties, none of the officers, directors, or employees of the Company
      is
      presently a party to any transaction with the Company or any of its Subsidiaries
      (other than 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 knowledge of the Company, any corporation, partnership,
      trust or other entity in which any officer, director, or any such employee
      has a
      substantial interest or is an officer, director, trustee or
      partner.




9




**n.**  **Disclosure** . All
      information relating to or concerning the Company or any of its Subsidiaries
      set
      forth in this Agreement and provided to the Buyers pursuant to Section 2(d)
      hereof and otherwise in connection with the transactions contemplated hereby
      is
      true and correct in all material respects and the Company has not omitted to
      state any material fact necessary in order to make the statements made herein
      or
      therein, in light of the circumstances under which they were made, not
      misleading. No event or circumstance has occurred or exists with respect to
      the
      Company or any of its Subsidiaries or its or their business, properties,
      prospects, operations or financial conditions, which, under applicable law,
      rule
      or regulation, requires public disclosure or announcement by the Company but
      which has not been so publicly announced or disclosed (assuming for this purpose
      that the Company’s reports filed under the 1934 Act are being incorporated into
      an effective registration statement filed by the Company under the 1933
      Act).




**o.**  **Acknowledgment
      Regarding Buyers’ Purchase of Securities** . The
      Company acknowledges and agrees that the Buyers are acting solely in the
      capacity of arm’s length purchasers with respect to this Agreement and the
      transactions contemplated hereby. The Company further acknowledges that no
      Buyer
      is acting as a financial advisor or fiduciary of the Company (or in any similar
      capacity) with respect to this Agreement and the transactions contemplated
      hereby and any statement made by any Buyer or any of their respective
      representatives or agents in connection with this Agreement and the transactions
      contemplated hereby is not advice or a recommendation and is merely incidental
      to the Buyers’ purchase of the Securities. The Company further represents to
      each Buyer that the Company’s decision to enter into this Agreement has been
      based solely on the independent evaluation of the Company and its
      representatives.




**p.**  **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 in any
      security or solicited any offers to buy any security under circumstances that
      would require registration under the 1933 Act of the issuance of the Securities
      to the Buyers. The issuance of the Securities to the Buyers will not be
      integrated with any other issuance of the Company’s securities (past, current or
      future) for purposes of any shareholder approval provisions applicable to the
      Company or its securities.




**q.**  **No
      Brokers** . The
      Company has taken no action which would give rise to any claim by any person
      for
      brokerage commissions, transaction fees or similar payments relating to this
      Agreement or the transactions contemplated hereby.




**r.**  **Permits;
      Compliance** . The
      Company and each of its Subsidiaries is in possession of all franchises, grants,
      authorizations, licenses, permits, easements, variances, exemptions, consents,
      certificates, approvals and orders necessary to own, lease and operate its
      properties and to carry on its business as it is now being conducted
      (collectively, the “ **Company
      Permits** ”),
      and
      there is no action pending or, to the knowledge of the Company, threatened
      regarding suspension or cancellation of any of the Company Permits. Neither
      the
      Company nor any of its Subsidiaries is in conflict with, or in default or
      violation of, any of the Company Permits, except for any such conflicts,
      defaults or violations which, individually or in the aggregate, would not
      reasonably be expected to have a Material Adverse Effect. Since March 31, 2004,
      neither the Company nor any of its Subsidiaries has received any notification
      with respect to possible conflicts, defaults or violations of applicable laws,
      except for notices relating to possible conflicts, defaults or violations,
      which
      conflicts, defaults or violations would not have a Material Adverse
      Effect.




10




**s.**  **Environmental
      Matters** .




**(i)** Except as set forth in **Schedule
      3(s)** , there
      are, to the Company’s knowledge, with respect to the Company or any of its
      Subsidiaries or any predecessor of the Company, no past or present violations
      of
      Environmental Laws (as defined below), releases of any material into the
      environment, actions, activities, circumstances, conditions, events, incidents,
      or contractual obligations which may give rise to any common law environmental
      liability or any liability under the Comprehensive Environmental Response,
      Compensation and Liability Act of 1980 or similar federal, state, local or
      foreign laws and neither the Company nor any of its Subsidiaries has received
      any notice with respect to any of the foregoing, nor is any action pending
      or,
      to the Company’s knowledge, threatened in connection with any of the foregoing.
      The term “ **Environmental
      Laws** ”
means
      all federal, state, local or foreign laws relating to pollution or protection
      of
      human health or the environment (including, without limitation, ambient air,
      surface water, groundwater, land surface or subsurface strata), including,
      without limitation, laws relating to emissions, discharges, releases or
      threatened releases of chemicals, pollutants contaminants, or toxic or hazardous
      substances or wastes (collectively, “ **Hazardous
      Materials** ”)
      into
      the environment, or otherwise relating to the manufacture, processing,
      distribution, use, treatment, storage, disposal, transport or handling of
      Hazardous Materials, as well as all authorizations, codes, decrees, demands
      or
      demand letters, injunctions, judgments, licenses, notices or notice letters,
      orders, permits, plans or regulations issued, entered, promulgated or approved
      thereunder.




**(ii)** Other than those that are or were stored, used or disposed of in compliance
      with
      applicable law, no Hazardous Materials are contained on or about any real
      property currently owned, leased or used by the Company or any of its
      Subsidiaries, and no Hazardous Materials were released on or about any real
      property previously owned, leased or used by the Company or any of its
      Subsidiaries during the period the property was owned, leased or used by the
      Company or any of its Subsidiaries, except in the normal course of the Company’s
      or any of its Subsidiaries’ business.




**(iii)** Except as set forth in **Schedule
      3(s)** , there
      are no underground storage tanks on or under any real property owned, leased
      or
      used by the Company or any of its Subsidiaries that are not in compliance with
      applicable law.




**t.**  **Title
      to Property** . The
      Company and its Subsidiaries have good and marketable title in fee simple to
      all
      real property and good and marketable title to all personal property owned
      by
      them which is material to the business of the Company and its Subsidiaries,
      in
      each case free and clear of all liens, encumbrances and defects except such
      as
      are described in **Schedule
      3(t)** or such
      as would not have a Material Adverse Effect. Any real property and facilities
      held under lease by the Company and its Subsidiaries are held by them under
      valid, subsisting and enforceable leases with such exceptions as would not
      have
      a Material Adverse Effect.




11




**u.**  **Insurance** . Except
      as set forth in **Schedule
      3(u)** , the
      Company and each of its Subsidiaries are insured by insurers of recognized
      financial responsibility against such losses and risks and in such amounts
      as
      management of the Company believes to be prudent and customary in the businesses
      in which the Company and its Subsidiaries are engaged. Neither the Company
      nor
      any such Subsidiary has any reason to believe that it will not be able to renew
      its existing insurance coverage as and when such coverage expires or to obtain
      similar coverage from similar insurers as may be necessary to continue its
      business at a cost that would not have a Material Adverse Effect. The Company
      has provided to Buyer true and correct copies of all policies relating to
      directors’ and officers’ liability coverage, errors and omissions coverage, and
      commercial general liability coverage.




**v.**  **Internal
      Accounting Controls** . The
      Company and each of its Subsidiaries maintain a system of internal accounting
      controls sufficient, in the judgment of the Company’s board of directors, 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.




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




**x.**  **Solvency** . Except
      as provided on Schedule 3(x), the Company (after giving effect to the
      transactions contemplated by this Agreement) is solvent ( i.e. , its
      assets have a fair market value in excess of the amount required to pay its
      probable liabilities on its existing debts as they become absolute and matured)
      and currently the Company has no information that would lead it to reasonably
      conclude that the Company would not, after giving effect to the transaction
      contemplated by this Agreement, have the ability to, nor does it intend to
      take
      any action that would impair its ability to, pay its debts from time to time
      incurred in connection therewith as such debts mature. Except as provided on
      Schedule 3(x), the Company did not receive a qualified opinion from its auditors
      with respect to its most recent fiscal year end and, after giving effect to
      the
      transactions contemplated by this Agreement, does not anticipate or know of
      any
      basis upon which its auditors might issue a qualified opinion in respect of
      its
      current fiscal year.




12




**y.**  **No
      Investment Company** . The
      Company is not, and upon the issuance and sale of the Securities as contemplated
      by this Agreement will not be an “investment company” required to be registered
      under the Investment Company Act of 1940 (an **“Investment
      Company”** ). The
      Company is not controlled by an Investment Company.




**z.**  **Breach
      of Representations and Warranties by the Company** . If the
      Company breaches any of the representations or warranties set forth in this
      Section 3, and in addition to any other remedies available to the Buyers
      pursuant to this Agreement, the Company shall pay to the Buyer the Standard
      Liquidated Damages Amount in cash or in shares of Common Stock at the option
      of
      the Company, until such breach is cured. If the Company elects to pay the
      Standard Liquidated Damages Amounts in shares of Common Stock, such shares
      shall
      be issued at the Conversion Price at the time of payment.




**4.**  **COVENANTS** .




**a.**  **Best
      Efforts** . The
      parties shall use their best efforts to satisfy timely each of the conditions
      described in Section 6 and 7 of this Agreement.




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




**c.**  **Reporting
      Status; Eligibility to Use Form S-3, SB-2 or Form**  **S-1** . **** The
      Company’s Common Stock is registered under Section 12(g) of the 1934 Act. The
      Company represents and warrants that it meets the requirements for the use
      of
      Form S-3, (or if the Company is not eligible for the use of Form S-3 as of
      the
      Filing Date (as defined in the Registration Rights Agreement), the Company
      may
      use the form of registration for which it is eligible at that time,) for
      registration of the sale by the Buyer of the Registrable Securities (as defined
      in the Registration Rights Agreement). So long as the Buyer beneficially owns
      any of the Securities, the Company shall timely file all reports required to
      be
      filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate
      its status as an issuer required to file reports under the 1934 Act even if
      the
      1934 Act or the rules and regulations thereunder would permit such termination.
      The Company further agrees to file all reports required to be filed by the
      Company with the SEC in a timely manner so as to become eligible, and thereafter
      to maintain its eligibility, for the use of Form S-3. The Company shall issue
      a
      press release describing the materials terms of the transaction contemplated
      hereby as soon as practicable following the Closing Date but in no event more
      than two (2) business days of the Closing Date, which press release shall be
      subject to prior review by the Buyers. The Company agrees that such press
      release shall not disclose the name of the Buyers unless expressly consented
      to
      in writing by the Buyers or unless required by applicable law or regulation,
      and
      then only to the extent of such requirement.




13




**d.**  **Use
      of Proceeds** . The
      Company shall use the proceeds from the sale of the Debentures and the Warrants
      in the manner set forth in **Schedule
      4(d)** attached
      hereto and made a part hereof and shall not, directly or indirectly, use such
      proceeds for any loan to or investment in any other corporation, partnership,
      enterprise or other person (except in connection with its currently existing
      direct or indirect Subsidiaries)




**e.**  **Future
      Offerings** .
      Subject to the exceptions described below, the Company will not, without the
      prior written consent of a majority-in-interest of the Buyers, not to be
      unreasonably withheld, (A) negotiate or contract with any party to obtain
      additional equity financing (including debt financing with an equity component)
      that involves the issuance of convertible securities that are convertible into
      an indeterminate number of shares of Common Stock or (B) grant any registration
      rights in connection with any issuance of Common Stock or warrants during the
      period (the “ **Lock-up
      Period** ”)
      beginning on the Closing Date and ending on the later of (i) two hundred seventy
      (270) days from the Closing Date and (ii) one hundred eighty (180) days from
      the
      date the Registration Statement (as defined in the Registration Rights
      Agreement) is declared effective (plus any days in which sales cannot be made
      thereunder). Notwithstanding the foregoing, the Company shall be permitted
      to
      obtain additional equity financing (including debt financing with an equity
      component) that does not involve the issuance of convertible securities that
      are
      convertible into an indeterminate number of shares of Common Stock and which
      involves the grant of registration rights, so long as such registration rights
      do not become effective or may not be invoked by the holder thereof for a period
      of at least 320 days from the Closing Date. In addition, subject to the
      exceptions described below, the Company will not conduct any equity financing
      (including debt with an equity component) (“ **Future
      Offerings** ”)
      during
      the period beginning on the Closing Date and ending two (2) years after the
      end
      of the Lock-up Period unless it shall have first delivered to each Buyer, at
      least twenty (20) business days prior to the closing of such Future Offering,
      written notice describing the proposed Future Offering, including the terms
      and
      conditions thereof and proposed definitive documentation to be entered into
      in
      connection therewith, and providing each Buyer an option during the fifteen
      (15)
      day period following delivery of such notice to purchase its pro rata share
      (based on the ratio that the aggregate principal amount of Debentures purchased
      by it hereunder bears to the aggregate principal amount of Debentures purchased
      hereunder) of the securities being offered in the Future Offering on the same
      terms as contemplated by such Future Offering (the limitations referred to
      in
      this sentence and the preceding sentence are collectively referred to as the
“ **Capital
      Raising Limitations** ”). **** In the
      event the terms and conditions of a proposed Future Offering are amended in
      any
      respect after delivery of the notice to the Buyers concerning the proposed
      Future Offering, the Company shall deliver a new notice to each Buyer describing
      the amended terms and conditions of the proposed Future Offering and each Buyer
      thereafter shall have an option during the fifteen (15) day period following
      delivery of such new notice to purchase its pro rata share of the securities
      being offered on the same terms as contemplated by such proposed Future
      Offering, as amended. The foregoing sentence shall apply to successive
      amendments to the terms and conditions of any proposed Future Offering. The
      Capital Raising Limitations shall not apply to any transaction involving (i)
      issuances of securities in a firm commitment underwritten public offering
      (excluding a continuous offering pursuant to Rule 415 under the 1933 Act) or
      (ii) issuances of securities as consideration for a merger, consolidation or
      purchase of assets, or in connection with any strategic partnership or joint
      venture (the primary purpose of which is not to raise equity capital), or in
      connection with the disposition or acquisition of a business, product or license
      by the Company. The Capital Raising Limitations also shall not apply to the
      issuance of securities upon exercise or conversion of the Company’s options,
      warrants or other convertible securities outstanding as of the date hereof
      or to
      the grant of additional options or warrants, or the issuance of additional
      securities, under any Company stock option or restricted stock plan approved
      by
      the shareholders of the Company.





14




**f.**  **Expenses** . At the
      Closing, the Company shall reimburse Buyers for expenses incurred by them in
      connection with the negotiation, preparation, execution, delivery and
      performance of this Agreement and the other agreements to be executed in
      connection herewith (“Documents”), including, without limitation, attorneys’ and
      consultants’ fees and expenses, transfer agent fees, fees for stock quotation
      services, fees relating to any amendments or modifications of the Documents
      or
      any consents or waivers of provisions in the Documents, fees for the preparation
      of opinions of counsel, escrow fees, and costs of restructuring the transactions
      contemplated by the Documents. When possible, the Company must pay these fees
      directly, otherwise the Company must make immediate payment for reimbursement
      to
      the Buyers for all fees and expenses immediately upon written notice by the
      Buyer or the submission of an invoice by the Buyer If the Company fails to
      reimburse the Buyer in full within three (3) business days of the written notice
      or submission of invoice by the Buyer, the Company shall pay interest on the
      total amount of fees to be reimbursed at a rate of 15% per annum.




**g.**  **Financial
      Information** . The
      Company agrees to send the following reports to each Buyer until such Buyer
      transfers, assigns, or sells all of the Securities: (i) within ten (10) days
      after the filing with the SEC, a copy of its Annual Report on Form 10-KSB its
      Quarterly Reports on Form 10-QSB and any Current Reports on Form 8-K; (ii)
      within one (1) day after release, copies of all press releases issued by the
      Company or any of its Subsidiaries; and (iii) contemporaneously with the making
      available or giving to the shareholders of the Company, copies of any notices
      or
      other information the Company makes available or gives to such
      shareholders.




**h.**  **Authorization
      and Reservation of Shares** . The
      Company shall at all times have authorized, and reserved for the purpose of
      issuance, a sufficient number of shares of Common Stock to provide for the
      full
      conversion or exercise of the outstanding Debentures and Warrants and issuance
      of the Conversion Shares and Warrant Shares in connection therewith (based
      on
      the Conversion Price of the Debentures or Exercise Price of the Warrants in
      effect from time to time) and as otherwise required by the Debentures. The
      Company shall not reduce the number of shares of Common Stock reserved for
      issuance upon conversion of Debentures and exercise of the Warrants without
      the
      consent of each Buyer. The Company shall at all times maintain the number of
      shares of Common Stock so reserved for issuance at an amount (“ **Reserved
      Amount** ”)
      equal
      to no less than two (2) times the number that is then actually issuable upon
      full conversion of the Debentures and Additional Debentures and upon exercise
      of
      the Warrants and the Additional Warrants (based on the Conversion Price of
      the
      Debentures or the Exercise Price of the Warrants in effect from time to time).
      If at any time the number of shares of Common Stock authorized and reserved
      for
      issuance (“ **Authorized
      and Reserved Shares** ”)
      is
      below the Reserved Amount, the Company will promptly take all corporate action
      necessary to authorize and reserve a sufficient number of shares, including,
      without limitation, calling a special meeting of shareholders to authorize
      additional shares to meet the Company’s obligations under this Section 4(h), in
      the case of an insufficient number of authorized shares, obtain shareholder
      approval of an increase in such authorized number of shares, and voting the
      management shares of the Company in favor of an increase in the authorized
      shares of the Company to ensure that the number of authorized shares is
      sufficient to meet the Reserved Amount. If the Company fails to obtain such
      shareholder approval within thirty (30) days following the date on which the
      number of Authorized and Reserved Shares exceeds the Reserved Amount, the
      Company shall pay to the Borrower the Standard Liquidated Damages Amount, in
      cash or in shares of Common Stock at the option of the Buyer. If the Buyer
      elects to be paid the Standard Liquidated Damages Amount in shares of Common
      Stock, such shares shall be issued at the Conversion Price at the time of
      payment. In order to ensure that the Company has authorized a sufficient amount
      of shares to meet the Reserved Amount at all times, the Company must deliver
      to
      the Buyer at the end of every month a list detailing (1) the current amount
      of
      shares authorized by the Company and reserved for the Buyer; and (2) amount
      of
      shares issuable upon conversion of the Debentures and upon exercise of the
      Warrants and as payment of interest accrued on the Debentures for one year.
      If
      the Company fails to provide such list within five (5) business days of the
      end
      of each month, the Company shall pay the Standard Liquidated Damages Amount,
      in
      cash or in shares of Common Stock at the option of the Buyer, until the list
      is
      delivered. If the Buyer elects to be paid the Standard Liquidated Damages Amount
      in shares of Common Stock, such shares shall be issued at the Conversion Price
      at the time of payment.





15




**i.**  **Listing** . The
      Company shall promptly secure the listing of the Conversion Shares and Warrant
      Shares upon each national securities exchange or automated quotation system,
      if
      any, upon which shares of Common Stock are then listed (subject to official
      notice of issuance) and, so long as any Buyer owns any of the Securities, shall
      maintain, so long as any other shares of Common Stock shall be so listed, such
      listing of all Conversion Shares and Warrant Shares from time to time issuable
      upon conversion of the Debentures or exercise of the Warrants. Subject to the
      Listing (as defined in Section 4(n)), Tthe Company will obtain and, so long
      as
      any Buyer owns any of the Securities, maintain the listing and trading of its
      Common Stock on the OTCBB or any equivalent replacement exchange, the Nasdaq
      National Market (“ **Nasdaq** ”),
      the
      Nasdaq SmallCap Market (“ **Nasdaq
      SmallCap** ”),
      the
      New York Stock Exchange (“ **NYSE** ”),
      or
      the American Stock Exchange (“ **AMEX”** ) and
      will comply in all respects with the Company’s reporting, filing and other
      obligations under the bylaws or rules of the National Association of Securities
      Dealers (“ **NASD** ”)
      and
      such exchanges, as applicable. The Company shall promptly provide to each Buyer
      copies of any notices it receives from the OTCBB and any other exchanges or
      quotation systems on which the Common Stock is then listed regarding the
      continued eligibility of the Common Stock for listing on such exchanges and
      quotation systems.




**j.**  **Corporate
      Existence** . So
      long as a Buyer beneficially owns any Debentures or Warrants, the Company shall
      maintain its corporate existence and shall not sell all or substantially all
      of
      the Company’s assets, except in the event of a merger or consolidation or sale
      of all or substantially all of the Company’s assets, where the surviving or
      successor entity in such transaction (i) assumes the Company’s obligations
      hereunder and under the agreements and instruments entered into in connection
      herewith and (ii) is a publicly traded corporation whose Common Stock is listed
      for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.





16




**k.**  **No
      Integration** . The
      Company shall not make any offers or sales of any security (other than the
      Securities) under circumstances that would require registration of the
      Securities being offered or sold hereunder under the 1933 Act or cause the
      offering of the Securities to be integrated with any other offering of
      securities by the Company for the purpose of any stockholder approval provision
      applicable to the Company or its securities.




**l.**  **Breach
      of Covenants**  **.** If the
      Company breaches any of the covenants set forth in this Section 4, and in
      addition to any other remedies available to the Buyers pursuant to this
      Agreement, the Company shall pay to the Buyers the Standard Liquidated Damages
      Amount, in cash or in shares of Common Stock at the option of the Company,
      until
      such breach is cured. If the Company elects to pay the Standard Liquidated
      Damages Amount in shares, such shares shall be issued at the Conversion Price
      at
      the time of payment.




**5.**  **TRANSFER
      AGENT INSTRUCTIONS** . The
      Company shall issue irrevocable instructions to its transfer agent to issue
      certificates, registered in the name of each Buyer or its nominee, for the
      Conversion Shares and Warrant Shares in such amounts as specified from time
      to
      time by each Buyer to the Company upon conversion of the Debentures or exercise
      of the Warrants in accordance with the terms thereof (the “ **Irrevocable
      Transfer Agent Instructions** ”).
      Prior
      to registration of the Conversion Shares and Warrant Shares under the 1933
      Act
      or the date on which the Conversion Shares and Warrant Shares may be sold
      pursuant to Rule 144 without any restriction as to the number of Securities
      as
      of a particular date that can then be immediately sold, all such certificates
      shall bear the restrictive legend specified in Section 2(g) of this Agreement.
      The Company warrants that no instruction other than the Irrevocable Transfer
      Agent Instructions referred to in this Section 5, and stop transfer instructions
      to give effect to Section 2(f) hereof (in the case of the Conversion Shares
      and
      Warrant Shares, prior to registration of the Conversion Shares and Warrant
      Shares under the 1933 Act or the date on which the Conversion Shares and Warrant
      Shares may be sold pursuant to Rule 144 without any restriction as to the number
      of Securities as of a particular date that can then be immediately sold), will
      be given by the Company to its transfer agent and that the Securities shall
      otherwise be freely transferable on the books and records of the Company as
      and
      to the extent provided in this Agreement and the Registration Rights Agreement.
      Nothing in this Section shall affect in any way the Buyer’s obligations and
      agreement set forth in Section 2(g) hereof to comply with all applicable
      prospectus delivery requirements, if any, upon re-sale of the Securities. If
      a
      Buyer provides the Company with (i) an opinion of Qualifying BuyerCcounsel
      in
      form, substance and scope customary for opinions in comparable transactions,
      to
      the effect that a public sale or transfer of such Securities may be made without
      registration under the 1933 Act and such sale or transfer is effected or (ii)
      the Buyer provides reasonable assurancean opinion of Qualifying Buyer Counsel
      s
      that the Securities can be sold pursuant to Rule 144, the Company shall permit
      the transfer, and, in the case of the Conversion Shares and Warrant Shares,
      promptly instruct its transfer agent to issue one or more certificates, free
      from restrictive legend, in such name and in such denominations as specified
      by
      such Buyer. The Company acknowledges that a breach by it of its obligations
      hereunder will cause irreparable harm to the Buyers, by vitiating the intent
      and
      purpose of the transactions contemplated hereby. Accordingly, the Company
      acknowledges that the remedy at law for a breach of its obligations under this
      Section 5 may be inadequate and agrees, in the event of a breach or threatened
      breach by the Company of the provisions of this Section, that the Buyers shall
      be entitled, in addition to all other available remedies, to an injunction
      restraining any breach and requiring immediate transfer, without the necessity
      of showing economic loss and without any bond or other security being
      required.




17




**6.**  **CONDITIONS
      TO THE COMPANY’S OBLIGATION TO SELL** . The
      obligation of the Company hereunder to issue and sell the Debentures and
      Warrants to a Buyer at the Closing is subject to the satisfaction, at or before
      the Closing Date of each of the following conditions thereto, provided that
      these conditions are for the Company’s sole benefit and may be waived by the
      Company at any time in its sole discretion:




**a.** The applicable Buyer shall have executed this Agreement and the Registration
      Rights Agreement, and delivered the same to the Company.




**b.** The applicable Buyer shall have delivered the Purchase Price in accordance
      with
      Section 1(b) above.




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




**d.** No litigation, statute, rule, regulation, executive order, decree, ruling or
      injunction shall have been enacted, entered, promulgated or endorsed by or
      in
      any court or governmental authority of competent jurisdiction or any
      self-regulatory organization having authority over the matters contemplated
      hereby which prohibits the consummation of any of the transactions contemplated
      by this Agreement.




**7.**  **CONDITIONS
      TO EACH BUYER’S OBLIGATION TO PURCHASE** . The
      obligation of each Buyer hereunder to purchase the Debentures and Warrants
      at
      the Closing is subject to the satisfaction, at or before the Closing Date of
      each of the following conditions, provided that these conditions are for such
      Buyer’s sole benefit and may be waived by such Buyer at any time in its sole
      discretion:




**a.** The Company shall have executed this Agreement and the Registration Rights
      Agreement, and delivered the same to the Buyer.




**b.** The Company shall have delivered to such Buyer duly executed Debentures (in
      such
      denominations as the Buyer shall request) and Warrants in accordance with
      Section 1(b) above.




**c.** The Irrevocable Transfer Agent Instructions, in form and substance satisfactory
      to a majority-in-interest of the Buyers, shall have been delivered to and
      acknowledged in writing by the Company’s Transfer Agent.




**d.** The representations and warranties of the Company shall be true and correct
      in
      all material respects as of the date when made and as of the Closing Date as
      though made at such time (except for representations and warranties that speak
      as of a specific date) and the Company shall have performed, satisfied and
      complied in all material respects with the covenants, agreements and conditions
      required by this Agreement to be performed, satisfied or complied with by the
      Company at or prior to the Closing Date. The Buyer shall have received a
      certificate or certificates, executed by the chief executive officer of the
      Company, dated as of the Closing Date, to the foregoing effect and as to such
      other matters as may be reasonably requested by such Buyer including, but not
      limited to certificates with respect to the Company’s Articles of Incorporation,
      By-laws and Board of Directors’ resolutions relating to the transactions
      contemplated hereby.




18




**e.** No litigation, statute, rule, regulation, executive order, decree, ruling or
      injunction shall have been enacted, entered, promulgated or endorsed by or
      in
      any court or governmental authority of competent jurisdiction or any
      self-regulatory organization having authority over the matters contemplated
      hereby which prohibits the consummation of any of the transactions contemplated
      by this Agreement.




**f.** No event shall have occurred which could reasonably be expected to have a
      Material Adverse Effect on the Company.




**g.** The Conversion Shares and Warrant Shares shall have been authorized for
      quotation on the OTCBB and trading in the Common Stock on the OTCBB shall not
      have been suspended by the SEC or the OTCBB.




**h.** The Buyer shall have received an opinion of the Company’s counsel, dated as of
      the Closing Date, in form, scope and substance reasonably satisfactory to the
      Buyer and in substantially the same form as **Exhibit
      “D”** attached
      hereto.




**i.** The Buyer shall have received an officer’s certificate described in Section 3(c)
      above, dated as of the Closing Date.




**8.**  **GOVERNING
      LAW; MISCELLANEOUS** .




**a.**  **Governing
      Law** . THIS
      AGREEMENT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
      LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
      ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF
      LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE
      UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK WITH RESPECT TO
      ANY
      DISPUTE ARISING UNDER THIS AGREEMENT, THE AGREEMENTS ENTERED INTO IN CONNECTION
      HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES
      IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF
      SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS
      UPON
      A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE
      SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN
      SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
      BY LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH
      SUIT
      OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS
      BY
      SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH DOES NOT
      PREVAIL IN ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE RESPONSIBLE FOR
      ALL
      FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY
      IN CONNECTION WITH SUCH DISPUTE.





19




**b.**  **Counterparts;
      Signatures by Facsimile** . This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original but all of which shall constitute one and the same agreement
      and shall become effective when counterparts have been signed by each party
      and
      delivered to the other party. This Agreement, once executed by a party, may
      be
      delivered to the other party hereto by facsimile transmission of a copy of
      this
      Agreement bearing the signature of the party so delivering this
      Agreement.




**c.**  **Headings** . The
      headings of this Agreement are for convenience of reference only and shall
      not
      form part of, or affect the interpretation of, this Agreement.




**d.**  **Severability** . In the
      event that any provision of this Agreement is invalid or unenforceable under
      any
      applicable statute or rule of law, then such provision shall be deemed
      inoperative to the extent that it may conflict therewith and shall be deemed
      modified to conform with such statute or rule of law. Any provision hereof
      which
      may prove invalid or unenforceable under any law shall not affect the validity
      or enforceability of any other provision hereof.




**e.**  **Entire
      Agreement; Amendments** . This
      Agreement and the instruments referenced herein contain the entire understanding
      of the parties with respect to the matters covered herein and therein and,
      except as specifically set forth herein or therein, neither the Company nor
      the
      Buyer makes any representation, warranty, covenant or undertaking with respect
      to such matters. No provision of this Agreement may be waived or amended other
      than by an instrument in writing signed by the party to be charged with
      enforcement.




**f.**  **Notices** . Any
      notices required or permitted to be given under the terms of this Agreement
      shall be sent by certified or registered mail (return receipt requested) or
      delivered personally or by courier (including a recognized overnight delivery
      service) or by facsimile and shall be effective five days after being placed
      in
      the mail, if mailed by regular United States mail, or upon receipt, if delivered
      personally or by courier (including a recognized overnight delivery service)
      or
      by facsimile, in each case addressed to a party. The addresses for such
      communications shall be:




If
                to the Company:
            Clickable Enterprises, Inc.
              711
                South Columbus Avenue
              Mount
                Vernon, New York 10550
              Attention:
                President
              Facsimile:
                914-663-4634
              Email:nick.cirillo@clickableoil.com





20




With
                copies to:
            Eckert
                Seamens Cherin & Mellott, LLC
                1515
                  Market Street, 9thFloor
                Philadelphia,
                  Pennsylvania 19102
                Attention:
                  Gary A. M iller, Esq.
                Telephone:
                  215-851-8472
                Facsimile:
                  215-851-8383
                Email:
                  gmiller@eckertseamens.com





If
      to a
      Buyer: To the address set forth immediately below such Buyer’s name on the
      signature pages hereto.




With
                copy to:
            Ballard
                  Spahr Andrews & Ingersoll, LLP
                  1735
                    Market Street
                  51stFloor
                  Philadelphia,
                    Pennsylvania 19103
                  Attention:
                    Gerald J. Guarcini, Esq.
                  Telephone:
                    215-864-8625
                  Facsimile:
                    215-864-8999
                  Email:
                    guarcini@ballardspahr.com





Each
      party shall provide notice to the other party of any change in
      address.




**g.**  **Successors
      and Assigns** . This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and assigns. Neither the Company nor any Buyer shall assign
      this Agreement or any rights or obligations hereunder without the prior written
      consent of the other; provided , however , that
      subject to Section 2(f), any Buyer may assign its rights hereunder to any
      person that purchases Securities in a private transaction from a Buyer or to
      any
      of its “affiliates,” as that term is defined under the 1934 Act, without the
      consent of the Company; and provided further, that the Buyers shall not assign
      this Agreement or any rights or obligations hereunder until the Registration
      Debentures and Registration Warrants are purchased by the Buyers.




**h.**  **Third
      Party Beneficiaries** . This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns, and is not for the benefit of, nor may any
      provision hereof be enforced by, any other person.




**i.**  **Survival** . The
      representations and warranties of the Company and the agreements and covenants
      set forth in Sections 3, 4, 5 and 8 shall survive the closing hereunder
      notwithstanding any due diligence investigation conducted by or on behalf of
      the
      Buyers. The Company agrees to indemnify and hold harmless each of the Buyers
      and
      all their officers, directors, employees and agents for loss or damage arising
      as a result of or related to any breach or alleged breach by the Company of
      any
      of its representations, warranties and covenants set forth in Sections 3 and
      4
      hereof or any of its covenants and obligations under this Agreement or the
      Registration Rights Agreement, including advancement of expenses as they are
      incurred.





21




**j.**  **Publicity** . The
      Company and each of the Buyers shall have the right to review a reasonable
      period of time before issuance of any press releases, SEC, OTCBB or NASD
      filings, or any other public statements with respect to the transactions
      contemplated hereby; provided , however , that
      the Company shall be entitled, without the prior approval of each of the Buyers,
      to make any press release or SEC, OTCBB (or other applicable trading market)
      or
      NASD filings with respect to such transactions as is required by applicable
      law
      and regulations (although each of the Buyers shall be consulted by the Company
      in connection with any such press release prior to its release and shall be
      provided with a copy thereof and be given an opportunity to comment
      thereon).




**k.**  **Further
      Assurances** . Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as the other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.




**l.**  **No
      Strict Construction** . The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rules of strict construction
      will
      be applied against any party.




**m.**  **Remedies** . The
      Company acknowledges that a breach by it of its obligations hereunder will
      cause
      irreparable harm to the Buyers by vitiating the intent and purpose of the
      transaction contemplated hereby. Accordingly, the Company acknowledges that
      the
      remedy at law for a breach of its obligations under this Agreement will be
      inadequate and agrees, in the event of a breach or threatened breach by the
      Company of the provisions of this Agreement, that the Buyers shall be entitled,
      in addition to all other available remedies at law or in equity, and in addition
      to the penalties assessable herein, to an injunction or injunctions restraining,
      preventing or curing any breach of this Agreement and to enforce specifically
      the terms and provisions hereof, without the necessity of showing economic
      loss
      and without any bond or other security being required.




[REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]





22




**IN
      WITNESS WHEREOF** , the
      undersigned Buyers and the Company have caused this Agreement to be duly
      executed as of the date first above written.




**CLICKABLE
                ENTERPRISES, INC.**Nicholas
                Cirillo
              President




**AJW
                    PARTNERS, LLC**By:
                  SMS Group, LLCCorey
                    S. Ribotsky
                  Manager




RESIDENCE:   
      Delaware





ADDRESS:       
      1044 Northern Boulevard


Suite
      302


Roslyn,
      New York 11576


Facsimile:
      (516) 739-7115


Telephone:
      (516) 739-7110




AGGREGATE
      SUBSCRIPTION AMOUNT:





Aggregate
                Principal Amount of Debentures:
            
            $
            ________Number
                of Warrants:
            
            
            ________Aggregate
                Purchase Price:
            
            $
            ________




23






**AJW
      OFFSHORE, LTD.**


By:
      First
      Street Manager II, LLC


Corey
                S. Ribotsky
              Manager




RESIDENCE:   
      Cayman Islands





ADDRESS:      
      AJW Offshore, Ltd.


P.O.
      Box
      32021 SMB


Grand
      Cayman, Cayman Island, B.W.I.




AGGREGATE
      SUBSCRIPTION AMOUNT:





Aggregate
                Principal Amount of Debentures:
            
            $
            _______Number
                of Warrants:
            
            
            _______Aggregate
                Purchase Price:
            
            $
            _______









**AJW
      QUALIFIED PARTNERS, LLC**


By:
      AJW
      Manager, LLC


Corey
                S. Ribotsky
              Manager




RESIDENCE:   
      New York





ADDRESS:      
      1044 Northern Boulevard


Suite
      302


Roslyn,
      New York 11576


Facsimile:   (516) 739-7115


Telephone:
        (516) 739-7110




AGGREGATE
      SUBSCRIPTION AMOUNT:





Aggregate
                Principal Amount of Debentures:
            
            $
            ________Number
                of Warrants:
            
            
            ________Aggregate
                Purchase Price:
            
            $
            ________









**REGISTRATION
      RIGHTS AGREEMENT**




REGISTRATION
      RIGHTS AGREEMENT (this “ **Agreement** ”),
      dated
      as of March 21, 2006, by and among Clickable Enterprises, Inc., a Delaware
      corporation with its headquarters located at 711 South Columbus Avenue, Mount
      Vernon, New York 10550 (the “ **Company** ”),
      and
      each of the undersigned (together with their respective affiliates and any
      assignee or transferee of all of their respective rights hereunder, the “ **Initial
      Investors** ”).




WHEREAS:




**A.** In connection with the Securities Purchase Agreement by and among the parties
      hereto of even date herewith (the “Securities Purchase Agreement”), the Company
      has agreed, upon the terms and subject to the conditions contained therein,
      to
      issue and sell to the Initial Investors (i)  secured convertible notes in
      the aggregate principal amount of up to One Million Dollars ($1,000,000) (the
      “Notes”) that are convertible into shares of the Company’s common stock (the
“Common Stock”), upon the terms and subject to the limitations and conditions
      set forth in such Notes and (ii)  warrants (the “Warrants”) to acquire an
      aggregate of 4,000,000 shares of Common Stock, upon the terms and conditions
      and
      subject to the limitations and conditions set forth in the Warrants;
      and




**B.** To induce the Initial Investors to execute and deliver the Securities Purchase
      Agreement, the Company has agreed to provide certain registration rights under
      the Securities Act of 1933, as amended, and the rules and regulations
      thereunder, or any similar successor statute (collectively, the “ **1933
      Act** ”),
      and
      applicable state securities laws;




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




**1.**  **DEFINITIONS.**




**a.** As used
      in this Agreement, the following terms shall have the following
      meanings:




**(i)** “ **Investors** ”
means
      the Initial Investors and any transferee or assignee who agrees to become bound
      by the provisions of this Agreement in accordance with Section 9
      hereof.




**(ii)** “ **register** ,” “ **registered** ,” and “ **registration** ”
refer
      to a registration effected by preparing and filing a Registration Statement
      or
      Statements in compliance with the 1933 Act and pursuant to Rule 415 under the
      1933 Act or any successor rule providing for offering securities on a continuous
      basis (“ **Rule
      415** ”),
      and
      the declaration or ordering of effectiveness of such Registration Statement
      by
      the United States Securities and Exchange Commission (the “ **SEC** ”).




**(iii)** “ **Registrable
      Securities** ”
means
      the Conversion Shares issued or issuable upon conversion or otherwise pursuant
      to the including, without limitation, Damages Shares (as defined in the Notes)
      issued or issuable pursuant to the Notes, shares of Common Stock issued or
      issuable in payment of the Standard Liquidated Damages Amount (as defined in
      the
      Securities Purchase Agreement), shares issued or issuable in respect of interest
      or in redemption of the Notes in accordance with the terms thereof) and Warrant
      Shares issuable, upon exercise or otherwise pursuant to the Warrants, and any
      shares of capital stock issued or issuable as a dividend on or in exchange
      for
      or otherwise with respect to any of the foregoing.







**(iv)** “ **Registration
      Statement** ”
means
      a
      registration statement of the Company under the 1933 Act.




**b.** Capitalized terms used herein and not otherwise defined herein shall have the
      respective meanings set forth in the Securities Purchase Agreement or the
      Convertible Note.




**2.**  **REGISTRATION** .




**a.**  **Mandatory
      Registration** . The
      Company shall prepare, and, on or prior to thirty (30) days from the date of
      receipt of written demand of the Investors (the “ **Filing
      Date** ”),
      file
      with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then
      available, on such form of Registration Statement as is then available to effect
      a registration of the Registrable Securities, subject to the consent of the
      Initial Investors, which consent will not be unreasonably withheld) covering
      the
      resale of the Registrable Securities underlying the Notes and Warrants issued
      or
      issuable pursuant to the Securities Purchase Agreement, which Registration
      Statement, to the extent allowable under the 1933 Act and the rules and
      regulations promulgated thereunder (including Rule 416), shall state that such
      Registration Statement also covers such indeterminate number of additional
      shares of Common Stock as may become issuable upon conversion of or otherwise
      pursuant to the Notes and exercise of the Warrants to prevent dilution resulting
      from stock splits, stock dividends or similar transactions. The number of shares
      of Common Stock initially included in such Registration Statement shall be
      no
      less than an amount equal to two (2) times the sum of the number of Conversion
      Shares that are then issuable upon conversion of the Notes (based on the
      Variable Conversion Price as would then be in effect and assuming the Variable
      Conversion Price is the Conversion Price at such time), and the number of
      Warrant Shares that are then issuable upon exercise of the Warrants, without
      regard to any limitation on the Investor’s ability to convert the Notes or
      exercise the Warrants. The Company acknowledges that the number of shares
      initially included in the Registration Statement represents a good faith
      estimate of the maximum number of shares issuable upon conversion of the Notes
      and upon exercise of the Warrants.




**b.**  **Underwritten
      Offering** . If any
      offering pursuant to a Registration Statement pursuant to Section 2(a) hereof
      involves an underwritten offering, the Investors who hold a majority in interest
      of the Registrable Securities subject to such underwritten offering, with the
      consent of a majority-in-interest of the Initial Investors, shall have the
      right
      to select one legal counsel and an investment banker or bankers and manager
      or
      managers to administer the offering, which investment banker or bankers or
      manager or managers shall be reasonably satisfactory to the
      Company.


2





**c.**  **Payments
      by the Company** . The
      Company shall use its best efforts to obtain effectiveness of the Registration
      Statement as soon as practicable. If (i)  the Registration Statement(s)
      covering the Registrable Securities required to be filed by the Company pursuant
      to Section 2(a) hereof is not filed by the Filing Date or declared effective
      by
      the SEC on or prior to one hundred and thirty-five (135) days from the date
      of
      Closing (as defined in the Securities Purchase Agreement), or (ii)  after
      the Registration Statement has been declared effective by the SEC, sales of
      all
      of the Registrable Securities cannot be made pursuant to the Registration
      Statement, or (iii)  the Common Stock is not listed or included for
      quotation on the Nasdaq National Market (“ **Nasdaq** ”),
      the
      Nasdaq SmallCap Market (“ **Nasdaq
      SmallCap** ”),
      the
      New York Stock Exchange (the “ **NYSE** ”)
      or the
      American Stock Exchange (the “ **AMEX** ”)
      after
      being so listed or included for quotation, or (iv)  the Common Stock ceases
      to be traded on the Over-the-Counter Bulletin Board (the **“OTCBB”** ) or any
      equivalent replacement exchange prior to being listed or included for quotation
      on one of the aforementioned markets, then the Company will make payments to
      the
      Investors in such amounts and at such times as shall be determined pursuant
      to
      this Section 2(c) as partial relief for the damages to the Investors by reason
      of any such delay in or reduction of their ability to sell the Registrable
      Securities (which remedy shall not be exclusive of any other remedies available
      at law or in equity). The Company shall pay to each holder of the Notes or
      Registrable Securities an amount equal to the then outstanding principal amount
      of the Notes (and, in the case of holders of Registrable Securities, the
      principal amount of Notes from which such Registrable Securities were converted)
      (“ **Outstanding
      Principal Amount** ”),
      multiplied by the Applicable Percentage (as defined below) times the sum of:
      (i)
      the number of months (prorated for partial months) after the Filing Date or
      the
      end of the aforementioned ninety (90) day period and prior to the date the
      Registration Statement is declared effective by the SEC, provided, however,
      that
      there shall be excluded from such period any delays which are solely
      attributable to changes required by the Investors in the Registration Statement
      with respect to information relating to the Investors, including, without
      limitation, changes to the plan of distribution, or to the failure of the
      Investors to conduct their review of the Registration Statement pursuant to
      Section 3(h) below in a reasonably prompt manner; (ii) the number of months
      (prorated for partial months) that sales of all of the Registrable Securities
      cannot be made pursuant to the Registration Statement after the Registration
      Statement has been declared effective (including, without limitation, when
      sales
      cannot be made by reason of the Company’s failure to properly supplement or
      amend the prospectus included therein in accordance with the terms of this
      Agreement, but excluding any days during an Allowed Delay (as defined in Section
      3(f)); and (iii) the number of months (prorated for partial months) that the
      Common Stock is not listed or included for quotation on the OTCBB, Nasdaq,
      Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the
      Registration Statement has been declared effective. The term “ **Applicable
      Percentage** ”
means
      two hundredths (.02). (For example, if the Registration Statement becomes
      effective one (1) month after the end of such ninety (90) day period, the
      Company would pay $5,000 for each $250,000 of Outstanding Principal Amount.
      If
      thereafter, sales could not be made pursuant to the Registration Statement
      for
      an additional period of one (1) month, the Company would pay an additional
      $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall
      be
      paid in cash or, at the Company’s option, in shares of Common Stock priced at
      the Conversion Price (as defined in the Notes) on such payment
      date.




**d.**  **Piggy-Back
      Registrations** .
      Subject to the last sentence of this Section 2(d), if at any time prior to
      the
      expiration of the Registration Period (as hereinafter defined) the Company
      shall
      determine to file with the SEC a Registration Statement relating to an offering
      for its own account or the account of others under the 1933 Act of any of its
      equity securities (other than on Form S-4 or Form S-8 or their then equivalents
      relating to equity securities to be issued solely in connection with any
      acquisition of any entity or business or equity securities issuable in
      connection with stock option or other bona  fide ,
      employee benefit plans), the Company shall send to each Investor who is entitled
      to registration rights under this Section 2(d) written notice of such
      determination and, if within fifteen (15) days after the effective date of
      such
      notice, such Investor shall so request in writing, the Company shall include
      in
      such Registration Statement all or any part of the Registrable Securities such
      Investor requests to be registered, except that if, in connection with any
      underwritten public offering for the account of the Company the managing
      underwriter(s) thereof shall impose a limitation on the number of shares of
      Common Stock which may be included in the Registration Statement because, in
      such underwriter(s)’ judgment, marketing or other factors dictate such
      limitation is necessary to facilitate public distribution, then the Company
      shall be obligated to include in such Registration Statement only such limited
      portion of the Registrable Securities with respect to which such Investor has
      requested inclusion hereunder as the underwriter shall permit. Any exclusion
      of
      Registrable Securities shall be made pro rata among the Investors seeking to
      include Registrable Securities in proportion to the number of Registrable
      Securities sought to be included by such Investors; provided , however , that
      the Company shall not exclude any Registrable Securities unless the Company
      has
      first excluded all outstanding securities, the holders of which are not entitled
      to inclusion of such securities in such Registration Statement or are not
      entitled to pro rata inclusion with the Registrable Securities; and provided , further , however , that,
      after giving effect to the immediately preceding proviso, any exclusion of
      Registrable Securities shall be made pro rata with holders of other securities
      having the right to include such securities in the Registration Statement other
      than holders of securities entitled to inclusion of their securities in such
      Registration Statement by reason of demand registration rights. No right to
      registration of Registrable Securities under this Section 2(d) shall be
      construed to limit any registration required under Section 2(a) hereof. If
      an
      offering in connection with which an Investor is entitled to registration under
      this Section 2(d) is an underwritten offering, then each Investor whose
      Registrable Securities are included in such Registration Statement shall, unless
      otherwise agreed by the Company, offer and sell such Registrable Securities
      in
      an underwritten offering using the same underwriter or underwriters and, subject
      to the provisions of this Agreement, on the same terms and conditions as other
      shares of Common Stock included in such underwritten offering. Notwithstanding
      anything to the contrary set forth herein, the registration rights of the
      Investors pursuant to this Section 2(d) shall only be available in the event
      the
      Company fails to timely file, obtain effectiveness or maintain effectiveness
      of
      any Registration Statement to be filed pursuant to Section 2(a) in accordance
      with the terms of this Agreement.




3




**e.**  **Eligibility
      for Form S-3, SB-2 or S-1; Conversion to Form S-3** . The
      Company represents and warrants that it meets the requirements for the use
      of
      Form S-3, SB-2 or S-1 for registration of the sale by the Initial Investors
      and
      any other Investors of the Registrable Securities. The Company agrees to file
      all reports required to be filed by the Company with the SEC in a timely manner
      so as to remain eligible or become eligible, as the case may be, and thereafter
      to maintain its eligibility, for the use of Form S-3. If the Company is not
      currently eligible to use Form S-3, not later than five (5) business days after
      the Company first meets the registration eligibility and transaction
      requirements for the use of Form S-3 (or any successor form) for registration
      of
      the offer and sale by the Initial Investors and any other Investors of
      Registrable Securities, the Company shall file a Registration Statement on
      Form
      S-3 (or such successor form) with respect to the Registrable Securities covered
      by the Registration Statement on Form SB-2 or Form S-1, whichever is applicable,
      filed pursuant to Section 2(a) (and include in such Registration Statement
      on
      Form S-3 the information required by Rule 429 under the 1933 Act) or convert
      the
      Registration Statement on Form SB-2 or Form S-1, whichever is applicable, filed
      pursuant to Section 2(a) to a Form S-3 pursuant to Rule 429 under the 1933
      Act
      and cause such Registration Statement (or such amendment) to be declared
      effective no later than forty-five (45) days after filing. In the event of
      a
      breach by the Company of the provisions of this Section 2(e), the Company will
      be required to make payments pursuant to Section 2(c) hereof.




4




**3.**  **OBLIGATIONS
      OF THE COMPANY.**




In
      connection with the registration of the Registrable Securities, the Company
      shall have the following obligations:




**a.** The Company shall prepare promptly, and file with the SEC not later than the
      Filing Date, a Registration Statement with respect to the number of Registrable
      Securities provided in Section 2(a), and thereafter use its best efforts to
      cause such Registration Statement relating to Registrable Securities to become
      effective as soon as possible after such filing but in no event later than
      ninety (90) days from the date of Closing), and keep the Registration Statement
      effective pursuant to Rule 415 at all times until such date as is the earlier
      of
      (i) the date on which all of the Registrable Securities have been sold and
      (ii)
      the date on which the Registrable Securities (in the opinion of counsel to
      the
      Initial Investors) may be immediately sold to the public without registration
      or
      restriction (including, without limitation, as to volume by each holder thereof)
      under the 1933 Act (the “ **Registration
      Period** ”),
      which
      Registration Statement (including any amendments or supplements thereto and
      prospectuses contained therein) shall not contain any untrue statement of a
      material fact or omit to state a material fact required to be stated therein,
      or
      necessary to make the statements therein not misleading.




**b.** The Company shall prepare and file with the SEC such amendments (including
      post-effective amendments) and supplements to the Registration Statements and
      the prospectus used in connection with the Registration Statements as may be
      necessary to keep the Registration Statements effective at all times during
      the
      Registration Period, and, during such period, comply with the provisions of
      the
      1933 Act with respect to the disposition of all Registrable Securities of the
      Company covered by the Registration Statements until such time as all of such
      Registrable Securities have been disposed of in accordance with the intended
      methods of disposition by the seller or sellers thereof as set forth in the
      Registration Statements. In the event the number of shares available under
      a
      Registration Statement filed pursuant to this Agreement is insufficient to
      cover
      all of the Registrable Securities issued or issuable upon conversion of the
      Notes and exercise of the Warrants, the Company shall amend the Registration
      Statement, or file a new Registration Statement (on the short form available
      therefor, if applicable), or both, so as to cover all of the Registrable
      Securities, in each case, as soon as practicable, but in any event within
      fifteen (15) days after the necessity therefor arises (based on the market
      price
      of the Common Stock and other relevant factors on which the Company reasonably
      elects to rely). The Company shall use its best efforts to cause such amendment
      and/or new Registration Statement to become effective as soon as practicable
      following the filing thereof, but in any event within thirty (30) days after
      the
      date on which the Company reasonably first determines (or reasonably should
      have
      determined) the need therefor. The provisions of Section 2(c) above shall be
      applicable with respect to such obligation, with the ninety (90) days running
      from the day the Company reasonably first determines (or reasonably should
      have
      determined) the need therefor.




5




**c.** The Company shall furnish to each Investor whose Registrable Securities are
      included in a Registration Statement and its legal counsel (i)  promptly
      (but in no event more than two (2) business days) after the same is prepared
      and
      publicly distributed, filed with the SEC, or received by the Company, one copy
      of each Registration Statement and any amendment thereto, each preliminary
      prospectus and prospectus and each amendment or supplement thereto, and, in
      the
      case of the Registration Statement referred to in Section 2(a), each letter
      written by or on behalf of the Company to the SEC or the staff of the SEC,
      and
      each item of correspondence from the SEC or the staff of the SEC, in each case
      relating to such Registration Statement (other than any portion of any thereof
      which contains information for which the Company has sought confidential
      treatment), and (ii)  promptly (but in no event more than two (2) business
      days) after the Registration Statement is declared effective by the SEC, such
      number of copies of a prospectus, including a preliminary prospectus, and all
      amendments and supplements thereto and such other documents as such Investor
      may
      reasonably request in order to facilitate the disposition of the Registrable
      Securities owned by such Investor. The Company will immediately notify each
      Investor by facsimile of the effectiveness of each Registration Statement or
      any
      post-effective amendment. The Company will promptly respond to any and all
      comments received from the SEC (which comments shall promptly be made available
      to the Investors upon request), with a view towards causing each Registration
      Statement or any amendment thereto to be declared effective by the SEC as soon
      as practicable, shall promptly file an acceleration request as soon as
      practicable (but in no event more than two (2) business days) following the
      resolution or clearance of all SEC comments or, if applicable, following
      notification by the SEC that any such Registration Statement or any amendment
      thereto will not be subject to review and shall promptly file with the SEC a
      final prospectus as soon as practicable (but in no event more than two (2)
      business days) following receipt by the Company from the SEC of an order
      declaring the Registration Statement effective. In the event of a breach by
      the
      Company of the provisions of this Section 3(c), the Company will be required
      to
      make payments pursuant to Section 2(c) hereof.




**d.** The Company shall use reasonable efforts to (i)  register and qualify the
      Registrable Securities covered by the Registration Statements under such other
      securities or “blue sky” laws of such jurisdictions in the United States as the
      Investors who hold a majority in interest of the Registrable Securities being
      offered reasonably request, (ii)  prepare and file in those jurisdictions
      such amendments (including post-effective amendments) and supplements to such
      registrations and qualifications as may be necessary to maintain the
      effectiveness thereof during the Registration Period, (iii)  take such
      other actions as may be necessary to maintain such registrations and
      qualifications in effect at all times during the Registration Period, and (iv)
       take all other actions reasonably necessary or advisable to qualify the
      Registrable Securities for sale in such jurisdictions; provided , however , that
      the Company shall not be required in connection therewith or as a condition
      thereto to (a)  qualify to do business in any jurisdiction where it would
      not otherwise be required to qualify but for this Section 3(d), (b)
 subject itself to general taxation in any such jurisdiction, (c)
 file a general consent to service of process in any such jurisdiction, (d)
       provide any undertakings that cause the Company undue expense or burden,
      or (e)  make any change in its charter or bylaws, which in each case the
      Board of Directors of the Company determines to be contrary to the best
      interests of the Company and its shareholders.




6




**e.** In
      the event Investors who hold a majority-in-interest of the Registrable
      Securities being offered in the offering (with the approval of a
      majority-in-interest of the Initial Investors) select underwriters for the
      offering, the Company shall enter into and perform its obligations under an
      underwriting agreement, in usual and customary form, including, without
      limitation, customary indemnification and contribution obligations, with the
      underwriters of such offering.




**f.** As
      promptly as practicable after becoming aware of such event, the Company shall
      notify each Investor of the happening of any event, of which the Company has
      knowledge, as a result of which the prospectus included in any Registration
      Statement, as then in effect, includes an untrue statement of a material fact
      or
      omission to state a material fact required to be stated therein or necessary
      to
      make the statements therein not misleading, and use its best efforts promptly
      to
      prepare a supplement or amendment to any Registration Statement to correct
      such
      untrue statement or omission, and deliver such number of copies of such
      supplement or amendment to each Investor as such Investor may reasonably
      request; provided that, for not more than ten (10) consecutive trading days
      (or
      a total of not more than twenty (20) trading days in any twelve (12) month
      period), the Company may delay the disclosure of material non-public information
      concerning the Company (as well as prospectus or Registration Statement
      updating) the disclosure of which at the time is not, in the good faith opinion
      of the Company, in the best interests of the Company (an “ **Allowed
      Delay** ”);
      provided, further, that the Company shall promptly (i)  notify the
      Investors in writing of the existence of (but in no event, without the prior
      written consent of an Investor, shall the Company disclose to such investor
      any
      of the facts or circumstances regarding) material non-public information giving
      rise to an Allowed Delay and (ii)  advise the Investors in writing to cease
      all sales under such Registration Statement until the end of the Allowed Delay.
      Upon expiration of the Allowed Delay, the Company shall again be bound by the
      first sentence of this Section 3(f) with respect to the information giving
      rise
      thereto.




**g.** The Company shall use its best efforts to prevent the issuance of any stop
      order
      or other suspension of effectiveness of any Registration Statement, and, if
      such
      an order is issued, to obtain the withdrawal of such order at the earliest
      possible moment and to notify each Investor who holds Registrable Securities
      being sold (or, in the event of an underwritten offering, the managing
      underwriters) of the issuance of such order and the resolution
      thereof.




**h.** The Company shall permit a single firm of counsel designated by the Initial
      Investors to review such Registration Statement and all amendments and
      supplements thereto (as well as all requests for acceleration or effectiveness
      thereof) a reasonable period of time prior to their filing with the SEC, and
      not
      file any document in a form to which such counsel reasonably objects and will
      not request acceleration of such Registration Statement without prior notice
      to
      such counsel. The sections of such Registration Statement covering information
      with respect to the Investors, the Investor’s beneficial ownership of securities
      of the Company or the Investors intended method of disposition of Registrable
      Securities shall conform to the information provided to the Company by each
      of
      the Investors.




7




**i.** The Company shall make generally available to its security holders as soon
      as
      practicable, but not later than ninety (90) days after the close of the period
      covered thereby, an earnings statement (in form complying with the provisions
      of
      Rule 158 under the 1933 Act) covering a twelve-month period beginning not later
      than the first day of the Company’s fiscal quarter next following the effective
      date of the Registration Statement.




**j.** At
      the request of any Investor, the Company shall furnish, on the date that
      Registrable Securities are delivered to an underwriter, if any, for sale in
      connection with any Registration Statement or, if such securities are not being
      sold by an underwriter, on the date of effectiveness thereof (i)  an
      opinion, dated as of such date, from counsel representing the Company for
      purposes of such Registration Statement, in form, scope and substance as is
      customarily given in an underwritten public offering, addressed to the
      underwriters, if any, and the Investors and (ii)  a letter, dated such
      date, from the Company’s independent certified public accountants in form and
      substance as is customarily given by independent certified public accountants
      to
      underwriters in an underwritten public offering, addressed to the underwriters,
      if any, and the Investors.




**k.** The
      Company shall make available for inspection by (i)  any Investor, (ii)
 any underwriter participating in any disposition pursuant to a
      Registration Statement, (iii)  one firm of attorneys and one firm of
      accountants or other agents retained by the Initial Investors, (iv)  one
      firm of attorneys and one firm of accountants or other agents retained by all
      other Investors, and (v)  one firm of attorneys retained by all such
      underwriters (collectively, the “ **Inspectors** ”)
      all
      pertinent financial and other records, and pertinent corporate documents and
      properties of the Company, including without limitation, records of conversions
      by other holders of convertible securities issued by the Company and the
      issuance of stock to such holders pursuant to the conversions (collectively,
      the
“ **Records** ”),
      as
      shall be reasonably deemed necessary by each Inspector to enable each Inspector
      to exercise its due diligence responsibility, and cause the Company’s officers,
      directors and employees to supply all information which any Inspector may
      reasonably request for purposes of such due diligence; provided, however, that
      each Inspector shall hold in confidence and shall not make any disclosure
      (except to an Investor) of any Record or other information which the Company
      determines in good faith to be confidential, and of which determination the
      Inspectors are so notified, unless (a)  the disclosure of such Records is
      necessary to avoid or correct a misstatement or omission in any Registration
      Statement, (b)  the release of such Records is ordered pursuant to a
      subpoena or other order from a court or government body of competent
      jurisdiction, or (c)  the information in such Records has been made
      generally available to the public other than by disclosure in violation of
      this
      or any other agreement. The Company shall not be required to disclose any
      confidential information in such Records to any Inspector until and unless
      such
      Inspector shall have entered into confidentiality agreements (in form and
      substance satisfactory to the Company) with the Company with respect thereto,
      substantially in the form of this Section 3(k). Each Investor agrees that it
      shall, upon learning that disclosure of such Records is sought in or by a court
      or governmental body of competent jurisdiction or through other means, give
      prompt notice to the Company and allow the Company, at its expense, to undertake
      appropriate action to prevent disclosure of, or to obtain a protective order
      for, the Records deemed confidential. Nothing herein (or in any other
      confidentiality agreement between the Company and any Investor) shall be deemed
      to limit the Investor’s ability to sell Registrable Securities in a manner which
      is otherwise consistent with applicable laws and regulations.




8




**l.** The Company shall hold in confidence and not make any disclosure of information
      concerning an Investor provided to the Company unless (i)  disclosure of
      such information is necessary to comply with federal or state securities laws,
      (ii)  the disclosure of such information is necessary to avoid or correct a
      misstatement or omission in any Registration Statement, (iii)  the release
      of such information is ordered pursuant to a subpoena or other order from a
      court or governmental body of competent jurisdiction, or (iv)  such
      information has been made generally available to the public other than by
      disclosure in violation of this or any other agreement. The Company agrees
      that
      it shall, upon learning that disclosure of such information concerning an
      Investor is sought in or by a court or governmental body of competent
      jurisdiction or through other means, give prompt notice to such Investor prior
      to making such disclosure, and allow the Investor, at its expense, to undertake
      appropriate action to prevent disclosure of, or to obtain a protective order
      for, such information.




**m.** The Company shall (i)  cause all the Registrable Securities covered by the
      Registration Statement to be listed on each national securities exchange on
      which securities of the same class or series issued by the Company are then
      listed, if any, if the listing of such Registrable Securities is then permitted
      under the rules of such exchange, or (ii)  to the extent the securities of
      the same class or series are not then listed on a national securities exchange,
      secure the designation and quotation, of all the Registrable Securities covered
      by the Registration Statement on Nasdaq or, if not eligible for Nasdaq, on
      Nasdaq SmallCap or, if not eligible for Nasdaq or Nasdaq SmallCap, on the OTCBB
      and, without limiting the generality of the foregoing, to arrange for at least
      two market makers to register with the National Association of Securities
      Dealers, Inc. (“ **NASD** ”)
      as
      such with respect to such Registrable Securities.




**n.** The Company shall provide a transfer agent and registrar, which may be a single
      entity, for the Registrable Securities not later than the effective date of
      the
      Registration Statement.




**o.** The Company shall cooperate with the Investors who hold Registrable Securities
      being offered and the managing underwriter or underwriters, if any, to
      facilitate the timely preparation and delivery of certificates (not bearing
      any
      restrictive legends) representing Registrable Securities to be offered pursuant
      to a Registration Statement and enable such certificates to be in such
      denominations or amounts, as the case may be, as the managing underwriter or
      underwriters, if any, or the Investors may reasonably request and registered
      in
      such names as the managing underwriter or underwriters, if any, or the Investors
      may request, and, within three (3) business days after a Registration Statement
      which includes Registrable Securities is ordered effective by the SEC, the
      Company shall deliver, and shall cause legal counsel selected by the Company
      to
      deliver, to the transfer agent for the Registrable Securities (with copies
      to
      the Investors whose Registrable Securities are included in such Registration
      Statement) an instruction in the form attached hereto as **Exhibit
      1** and an
      opinion of such counsel in the form attached hereto as **Exhibit 2** .




9




**p.** At the
      request of the holders of a majority-in-interest of the Registrable Securities,
      the Company shall prepare and file with the SEC such amendments (including
      post-effective amendments) and supplements to a Registration Statement and
      any
      prospectus used in connection with the Registration Statement as may be
      necessary in order to change the plan of distribution set forth in such
      Registration Statement.




**q.** From and after the date of this Agreement, the Company shall not, and shall
      not
      agree to, allow the holders of any securities of the Company to include any
      of
      their securities in any Registration Statement under Section 2(a) hereof or
      any
      amendment or supplement thereto under Section 3(b) hereof without the consent
      of
      the holders of a majority-in-interest of the Registrable
      Securities.




**r.** The Company shall take all other reasonable actions necessary to expedite and
      facilitate disposition by the Investors of Registrable Securities pursuant
      to a
      Registration Statement.




**4.**  **OBLIGATIONS**  **OF
      THE INVESTORS.**




In
      connection with the registration of the Registrable Securities, the Investors
      shall have the following obligations:




**a.** It
      shall be a condition precedent to the obligations of the Company to complete
      the
      registration pursuant to this Agreement with respect to the Registrable
      Securities of a particular Investor that such Investor shall furnish to the
      Company such information regarding itself, the Registrable Securities held
      by it
      and the intended method of disposition of the Registrable Securities held by
      it
      as shall be reasonably required to effect the registration of such Registrable
      Securities and shall execute such documents in connection with such registration
      as the Company may reasonably request. At least three (3) business days prior
      to
      the first anticipated filing date of the Registration Statement, the Company
      shall notify each Investor of the information the Company requires from each
      such Investor.




**b.** Each Investor, by such Investor’s acceptance of the Registrable Securities,
      agrees to cooperate with the Company as reasonably requested by the Company
      in
      connection with the preparation and filing of the Registration Statements
      hereunder, unless such Investor has notified the Company in writing of such
      Investor’s election to exclude all of such Investor’s Registrable Securities
      from the Registration Statements.




**c.** In
      the event Investors holding a majority-in-interest of the Registrable Securities
      being registered (with the approval of the Initial Investors) determine to
      engage the services of an underwriter, each Investor agrees to enter into and
      perform such Investor’s obligations under an underwriting agreement, in usual
      and customary form, including, without limitation, customary indemnification
      and
      contribution obligations, with the managing underwriter of such offering and
      take such other actions as are reasonably required in order to expedite or
      facilitate the disposition of the Registrable Securities, unless such Investor
      has notified the Company in writing of such Investor’s election to exclude all
      of such Investor’s Registrable Securities from such Registration
      Statement.




10




**d.** Each
      Investor agrees that, upon receipt of any notice from the Company of the
      happening of any event of the kind described in Section 3(f) or 3(g), such
      Investor will immediately discontinue disposition of Registrable Securities
      pursuant to the Registration Statement covering such Registrable Securities
      until such Investor’s receipt of the copies of the supplemented or amended
      prospectus contemplated by Section 3(f) or 3(g) and, if so directed by the
      Company, such Investor shall deliver to the Company (at the expense of the
      Company) or destroy (and deliver to the Company a certificate of destruction)
      all copies in such Investor’s possession, of the prospectus covering such
      Registrable Securities current at the time of receipt of such
      notice.




**e.** No
      Investor may participate in any underwritten registration hereunder unless
      such
      Investor (i)  agrees to sell such Investor’s Registrable Securities on the
      basis provided in any underwriting arrangements in usual and customary form
      entered into by the Company, (ii)  completes and executes all
      questionnaires, powers of attorney, indemnities, underwriting agreements and
      other documents reasonably required under the terms of such underwriting
      arrangements, and (iii)  agrees to pay its pro rata share of all
      underwriting discounts and commissions and any expenses in excess of those
      payable by the Company pursuant to Section 5 below.




**5.**  **EXPENSES
      OF REGISTRATION.**




All
      reasonable expenses, other than underwriting discounts and commissions, incurred
      in connection with registrations, filings or qualifications pursuant to Sections
      2 and 3, including, without limitation, all registration, listing and
      qualification fees, printers and accounting fees, the fees and disbursements
      of
      counsel for the Company, and the reasonable fees and disbursements of one
      counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h)
      hereof shall be borne by the Company.




**6.**  **INDEMNIFICATION** .




In
      the
      event any Registrable Securities are included in a Registration Statement under
      this Agreement:




**a.** To
      the extent permitted by law, the Company will indemnify, hold harmless and
      defend (i)  each Investor who holds such Registrable Securities, (ii)
 the directors, officers, partners, employees, agents and each person who
      controls any Investor within the meaning of the 1933 Act or the Securities
      Exchange Act of 1934, as amended (the “ **1934
      Act** ”),
      if
      any, (iii)  any underwriter (as defined in the 1933 Act) for the Investors,
      and (iv)  the directors, officers, partners, employees and each person who
      controls any such underwriter within the meaning of the 1933 Act or the 1934
      Act, if any (each, an “ **Indemnified
      Person** ”),
      against any joint or several losses, claims, damages, liabilities or expenses
      (collectively, together with actions, proceedings or inquiries by any regulatory
      or self-regulatory organization, whether commenced or threatened, in respect
      thereof, “ **Claims** ”)
      to
      which any of them may become subject insofar as such Claims arise out of or
      are
      based upon: (i) any untrue statement or alleged untrue statement of a material
      fact in a Registration Statement or the omission or alleged omission to state
      therein a material fact required to be stated or necessary to make the
      statements therein not misleading; (ii) any untrue statement or alleged untrue
      statement of a material fact contained in any preliminary prospectus if used
      prior to the effective date of such Registration Statement, or contained in
      the
      final prospectus (as amended or supplemented, if the Company files any amendment
      thereof or supplement thereto with the SEC) or the omission or alleged omission
      to state therein any material fact necessary to make the statements made
      therein, in light of the circumstances under which the statements therein were
      made, not misleading; or (iii) any violation or alleged violation by the Company
      of the 1933 Act, the 1934 Act, any other law, including, without limitation,
      any
      state securities law, or any rule or regulation thereunder relating to the
      offer
      or sale of the Registrable Securities (the matters in the foregoing clauses
      (i)
      through (iii) being, collectively, “ **Violations** ”).
      Subject to the restrictions set forth in Section 6(c) with respect to the number
      of legal counsel, the Company shall reimburse the Indemnified Person, promptly
      as such expenses are incurred and are due and payable, for any reasonable legal
      fees or other reasonable expenses incurred by them in connection with
      investigating or defending any such Claim. Notwithstanding anything to the
      contrary contained herein, the indemnification agreement contained in this
      Section 6(a): (i) shall not apply to a Claim arising out of or based upon a
      Violation which occurs in reliance upon and in conformity with information
      furnished in writing to the Company by any Indemnified Person or underwriter
      for
      such Indemnified Person expressly for use in connection with the preparation
      of
      such Registration Statement or any such amendment thereof or supplement thereto,
      if such prospectus was timely made available by the Company pursuant to Section
      3(c) hereof; (ii) shall not apply to amounts paid in settlement of any Claim
      if
      such settlement is effected without the prior written consent of the Company,
      which consent shall not be unreasonably withheld; and (iii) with respect to
      any
      preliminary prospectus, shall not inure to the benefit of any Indemnified Person
      if the untrue statement or omission of material fact contained in the
      preliminary prospectus was corrected on a timely basis in the prospectus, as
      then amended or supplemented, such corrected prospectus was timely made
      available by the Company pursuant to Section 3(c) hereof, and the Indemnified
      Person was promptly advised in writing not to use the incorrect prospectus
      prior
      to the use giving rise to a Violation and such Indemnified Person,
      notwithstanding such advice, used it. Such indemnity shall remain in full force
      and effect regardless of any investigation made by or on behalf of the
      Indemnified Person and shall survive the transfer of the Registrable Securities
      by the Investors pursuant to Section 9.




11




**b.** In
      connection with any Registration Statement in which an Investor is
      participating, each such Investor agrees severally and not jointly to indemnify,
      hold harmless and defend, to the same extent and in the same manner set forth
      in
      Section 6(a), the Company, each of its directors, each of its officers who
      signs
      the Registration Statement, each person, if any, who controls the Company within
      the meaning of the 1933 Act or the 1934 Act, any underwriter and any other
      shareholder selling securities pursuant to the Registration Statement or any
      of
      its directors or officers or any person who controls such shareholder or
      underwriter within the meaning of the 1933 Act or the 1934 Act (collectively
      and
      together with an Indemnified Person, an “ **Indemnified
      Party** ”),
      against any Claim to which any of them may become subject, under the 1933 Act,
      the 1934 Act or otherwise, insofar as such Claim arises out of or is based
      upon
      any Violation by such Investor, in each case to the extent (and only to the
      extent) that such Violation occurs in reliance upon and in conformity with
      written information furnished to the Company by such Investor expressly for
      use
      in connection with such Registration Statement; and subject to Section 6(c)
      such
      Investor will reimburse any legal or other expenses (promptly as such expenses
      are incurred and are due and payable) reasonably incurred by them in connection
      with investigating or defending any such Claim; provided, however, that the
      indemnity agreement contained in this Section 6(b) shall not apply to amounts
      paid in settlement of any Claim if such settlement is effected without the
      prior
      written consent of such Investor, which consent shall not be unreasonably
      withheld; provided, further, however, that the Investor shall be liable under
      this Agreement (including this Section 6(b) and Section 7) for only that amount
      as does not exceed the net proceeds to such Investor as a result of the sale
      of
      Registrable Securities pursuant to such Registration Statement. Such indemnity
      shall remain in full force and effect regardless of any investigation made
      by or
      on behalf of such Indemnified Party and shall survive the transfer of the
      Registrable Securities by the Investors pursuant to Section 9. Notwithstanding
      anything to the contrary contained herein, the indemnification agreement
      contained in this Section 6(b) with respect to any preliminary prospectus shall
      not inure to the benefit of any Indemnified Party if the untrue statement or
      omission of material fact contained in the preliminary prospectus was corrected
      on a timely basis in the prospectus, as then amended or
      supplemented.




12




**c.** Promptly after receipt by an Indemnified Person or Indemnified Party under
      this
      Section 6 of notice of the commencement of any action (including any
      governmental action), such Indemnified Person or Indemnified Party shall, if
      a
      Claim in respect thereof is to be made against any indemnifying party under
      this
      Section 6, deliver to the indemnifying party a written notice of the
      commencement thereof, and the indemnifying party shall have the right to
      participate in, and, to the extent the indemnifying party so desires, jointly
      with any other indemnifying party similarly noticed, to assume control of the
      defense thereof with counsel mutually satisfactory to the indemnifying party
      and
      the Indemnified Person or the Indemnified Party, as the case may be; provided , however , that
      an Indemnified Person or Indemnified Party shall have the right to retain its
      own counsel with the fees and expenses to be paid by the indemnifying party,
      if,
      in the reasonable opinion of counsel retained by the indemnifying party, the
      representation by such counsel of the Indemnified Person or Indemnified Party
      and the indemnifying party would be inappropriate due to actual or potential
      differing interests between such Indemnified Person or Indemnified Party and
      any
      other party represented by such counsel in such proceeding. The indemnifying
      party shall pay for only one separate legal counsel for the Indemnified Persons
      or the Indemnified Parties, as applicable, and such legal counsel shall be
      selected by Investors holding a majority-in-interest of the Registrable
      Securities included in the Registration Statement to which the Claim relates
      (with the approval of a majority-in-interest of the Initial Investors), if
      the
      Investors are entitled to indemnification hereunder, or the Company, if the
      Company is entitled to indemnification hereunder, as applicable. The failure
      to
      deliver written notice to the indemnifying party within a reasonable time of
      the
      commencement of any such action shall not relieve such indemnifying party of
      any
      liability to the Indemnified Person or Indemnified Party under this Section
      6,
      except to the extent that the indemnifying party is actually prejudiced in
      its
      ability to defend such action. The indemnification required by this Section
      6
      shall be made by periodic payments of the amount thereof during the course
      of
      the investigation or defense, as such expense, loss, damage or liability is
      incurred and is due and payable.




13




**7.**  **CONTRIBUTION**  .




To
      the
      extent any indemnification by an indemnifying party is prohibited or limited
      by
      law, the indemnifying party agrees to make the maximum contribution with respect
      to any amounts for which it would otherwise be liable under Section 6 to the
      fullest extent permitted by law; provided , however , that
      (i)  no contribution shall be made under circumstances where the maker
      would not have been liable for indemnification under the fault standards set
      forth in Section 6, (ii)  no seller of Registrable Securities guilty of
      fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
      Act) shall be entitled to contribution from any seller of Registrable Securities
      who was not guilty of such fraudulent misrepresentation, and (iii) contribution
      (together with any indemnification or other obligations under this Agreement)
      by
      any seller of Registrable Securities shall be limited in amount to the net
      amount of proceeds received by such seller from the sale of such Registrable
      Securities.




**8.**  **REPORTS
      UNDER THE 1934 ACT.**




With
      a
      view to making available to the Investors the benefits of Rule 144 promulgated
      under the 1933 Act or any other similar rule or regulation of the SEC that
      may
      at any time permit the investors to sell securities of the Company to the public
      without registration (“ **Rule
      144** ”),
      the
      Company agrees to:




**a.** make and
      keep public information available, as those terms are understood and defined
      in
      Rule 144;




**b.** file with the SEC in a timely manner all reports and other documents required
      of
      the Company under the 1933 Act and the 1934 Act so long as the Company remains
      subject to such requirements (it being understood that nothing herein shall
      limit the Company’s obligations under Section 4(c) of the Securities Purchase
      Agreement) and the filing of such reports and other documents is required for
      the applicable provisions of Rule 144; and




**c.** furnish to each Investor so long as such Investor owns Registrable Securities,
      promptly upon request, (i)  a written statement by the Company that it has
      complied with the reporting requirements of Rule 144, the 1933 Act and the
      1934
      Act, (ii)  a copy of the most recent annual or quarterly report of the
      Company and such other reports and documents so filed by the Company, and (iii)
       such other information as may be reasonably requested to permit the
      Investors to sell such securities pursuant to Rule 144 without
      registration.




**9.**  **ASSIGNMENT
      OF REGISTRATION RIGHTS.**




The
      rights under this Agreement shall be automatically assignable by the Investors
      to any transferee of all or any portion of Registrable Securities if:
      (i) the Investor agrees in writing with the transferee or assignee to
      assign such rights, and a copy of such agreement is furnished to the Company
      within a reasonable time after such assignment, (ii) the Company is, within
      a reasonable time after such transfer or assignment, furnished with written
      notice of (a)  the name and address of such transferee or assignee, and (b)
 the securities with respect to which such registration rights are being
      transferred or assigned, (iii) following such transfer or assignment, the
      further disposition of such securities by the transferee or assignee is
      restricted under the 1933 Act and applicable state securities laws, (iv) at
      or
      before the time the Company receives the written notice contemplated by clause
      (ii) of this sentence, the transferee or assignee agrees in writing with the
      Company to be bound by all of the provisions contained herein, (v) such transfer
      shall have been made in accordance with the applicable requirements of the
      Securities Purchase Agreement, and (vi) such transferee shall be an “ **accredited
      investor** ”
as
      that
      term defined in Rule 501 of Regulation D promulgated under the 1933
      Act.




14




**10.**  **AMENDMENT
      OF REGISTRATION RIGHTS.**




Provisions
      of this Agreement may be amended and the observance thereof may be waived
      (either generally or in a particular instance and either retroactively or
      prospectively), only with written consent of the Company, each of the Initial
      Investors (to the extent such Initial Investor still owns Registrable
      Securities) and Investors who hold a majority interest of the Registrable
      Securities. Any amendment or waiver effected in accordance with this Section
      10
      shall be binding upon each Investor and the Company.




**11.**  **MISCELLANEOUS** .




**a.** A
      person or entity is deemed to be a holder of Registrable Securities whenever
      such person or entity owns of record such Registrable Securities. If the Company
      receives conflicting instructions, notices or elections from two or more persons
      or entities with respect to the same Registrable Securities, the Company shall
      act upon the basis of instructions, notice or election received from the
      registered owner of such Registrable Securities.




**b.** Any
      notices required or permitted to be given under the terms hereof shall be sent
      by certified or registered mail (return receipt requested) or delivered
      personally or by courier (including a recognized overnight delivery service)
      or
      by facsimile and shall be effective five days after being placed in the mail,
      if
      mailed by regular United States mail, or upon receipt, if delivered personally
      or by courier (including a recognized overnight delivery service) or by
      facsimile, in each case addressed to a party. The addresses for such
      communications shall be:




If
      to the
      Company:




Clickable
      Enterprises, Inc.


711
      South
      Columbus Avenue


Mount
      Vernon, New York 10550


Attention:
      President


Telephone:
      (914) 699-5190


Email:
      nick.cirillo@clickableoil.com




15





With
      a
      copy to:




Eckert
      Seamens Cherin & Mellott, LLC


1515
      Market Street, 9 th Floor


Philadelphia,
      Pennsylvania 19102


Attention:
      Gary A. M iller, Esq.


Telephone:
      215-851-8472


Facsimile:
      215-851-8383




Email: gmiller@eckertseamens.com




If
      to an
      Investor: to the address set forth immediately below such Investor’s name on the
      signature pages to the Securities Purchase Agreement.




With
      a
      copy to:




Ballard
      Spahr Andrews & Ingersoll, LLP


1735
      Market Street


51 st Floor


Philadelphia,
      Pennsylvania 19103


Attention:
      Gerald J. Guarcini, Esq.


Telephone:
      215-865-8625


Facsimile:
      215-864-8999




**c.** Failure of any party to exercise any right or remedy under this Agreement or
      otherwise, or delay by a party in exercising such right or remedy, shall not
      operate as a waiver thereof.




**d.** THIS
      AGREEMENT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
      LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
      ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF
      LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE
      UNITED STATES FEDERAL COURTS LOCATED NEW YORK, NEW YORK WITH RESPECT TO ANY
      DISPUTE ARISING UNDER THIS AGREEMENT, THE AGREEMENTS ENTERED INTO IN CONNECTION
      HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES
      IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF
      SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS
      UPON
      A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE
      SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN
      SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
      BY LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH
      SUIT
      OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS
      BY
      SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH DOES NOT
      PREVAIL IN ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE RESPONSIBLE FOR
      ALL
      FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY
      IN CONNECTION WITH SUCH DISPUTE.




16




**e.** In the
      event that any provision of this Agreement is invalid or unenforceable under
      any
      applicable statute or rule of law, then such provision shall be deemed
      inoperative to the extent that it may conflict therewith and shall be deemed
      modified to conform with such statute or rule of law. Any provision hereof
      which
      may prove invalid or unenforceable under any law shall not affect the validity
      or enforceability of any other provision hereof.




**f.** This
      Agreement, the Notes, the Warrants and the Securities Purchase Agreement
      (including all schedules and exhibits thereto) constitute the entire agreement
      among the parties hereto with respect to the subject matter hereof and thereof.
      There are no restrictions, promises, warranties or undertakings, other than
      those set forth or referred to herein and therein. This Agreement and the
      Securities Purchase Agreement supersede all prior agreements and understandings
      among the parties hereto with respect to the subject matter hereof and
      thereof.




**g.** Subject
      to the requirements of Section 9 hereof, this Agreement shall be binding upon
      and inure to the benefit of the parties and their successors and
      assigns.




**h.** The
      headings in this Agreement are for convenience of reference only and shall
      not
      form part of, or affect the interpretation of, this Agreement.




**i.** This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original but all of which shall constitute one and the same agreement
      and shall become effective when counterparts have been signed by each party
      and
      delivered to the other party. This Agreement, once executed by a party, may
      be
      delivered to the other party hereto by facsimile transmission of a copy of
      this
      Agreement bearing the signature of the party so delivering this
      Agreement.




**j.** Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as the other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.




**k.** Except
      as otherwise provided herein, all consents and other determinations to be made
      by the Investors pursuant to this Agreement shall be made by Investors holding
      a
      majority of the Registrable Securities, determined as if the all of the Notes
      then outstanding have been converted into for Registrable
      Securities.




**l.** The Company acknowledges that a breach by it of its obligations hereunder will
      cause irreparable harm to each Investor by vitiating the intent and purpose
      of
      the transactions contemplated hereby. Accordingly, the Company acknowledges
      that
      the remedy at law for breach of its obligations under this Agreement will be
      inadequate and agrees, in the event of a breach or threatened breach by the
      Company of any of the provisions under this Agreement, that each Investor shall
      be entitled, in addition to all other available remedies in law or in equity,
      and in addition to the penalties assessable herein, to an injunction or
      injunctions restraining, preventing or curing any breach of this Agreement
      and
      to enforce specifically the terms and provisions hereof, without the necessity
      of showing economic loss and without any bond or other security being
      required.




17




**m.** The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rules of strict construction
      will
      be applied against any party.




[REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]


18




**IN
      WITNESS WHEREOF,** the
      Company and the undersigned Initial Investors have caused this Agreement to
      be
      duly executed as of the date first above written.






**CLICKABLE
                ENTERPRISES, INC.**Nicholas
                Cirillo
              President




**AJW
      PARTNERS, LLC**


By:
      SMS
      Group, LLC




Corey
                S. Ribotsky
              Manager




**AJW
      OFFSHORE, LTD.**


By:
      First
      Street Manager II, LLC




Corey
                S. Ribotsky
              Manager




**AJW
      QUALIFIED PARTNERS, LLC**


By:
      AJW
      Manager, LLC




Corey
                S. Ribotsky
              Manager




**NEW
      MILLENNIUM CAPITAL PARTNERS, II, LLC**


By:
      First
      Street Manager II, LLC




Corey
                S. Ribotsky
              Manager




19




**THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES MAY NOT BE SOLD,
      TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
      FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE
      AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS THAT
      REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE
      144
      OR REGULATION S UNDER SAID ACT.**




**CALLABLE
      SECURED CONVERTIBLE NOTE**




Mount
                Vernon, NY
              March
                21, 2006
            
            
            $
                10,000




**FOR
      VALUE RECEIVED** , **CLICKABLE
      ENTERPRISES, INC.** , a
      Delaware corporation (hereinafter called the “ **Borrower** ”),
      hereby promises to pay to the order of New Millennium Capital Partners II,
      LLC
      or registered assigns (the “ **Holder** ”)
      the
      sum of $10,000, on March 21, 2009 (the **“Maturity
      Date** ”),
      and
      to pay interest on the unpaid principal balance hereof at the rate of six
      percent (6%) (the “ **Interest
      Rate** ”)
      per
      annum from March 21, 2006 (the “ **Issue
      Date** ”)
      until
      the same becomes due and payable, whether at maturity or upon acceleration
      or by
      prepayment or otherwise. Any amount of principal or interest on this Note which
      is not paid when due shall bear interest at the rate of fifteen percent (15%)
      per annum from the due date thereof until the same is paid (“ **Default
      Interest** ”).
      Interest shall commence accruing on the Issue Date, shall be computed on the
      basis of a 365-day year and the actual number of days elapsed and shall be
      payable quarterly provided that no interest shall be due and payable for any
      month in which the Trading Price (as such term is defined below) is greater
      than
      $.028125 for each Trading Day (as such term is defined below) of the month.
      All
      payments due hereunder (to the extent not converted into common stock, $.001
      par
      value per share (the **“Common
      Stock”** ) in
      accordance with the terms hereof) shall be made in lawful money of the United
      States of America. All payments shall be made at such address as the Holder
      shall hereafter give to the Borrower by written notice made in accordance with
      the provisions of this Note. Whenever any amount expressed to be due by the
      terms of this Note is due on any day which is not a business day, the same
      shall
      instead be due on the next succeeding day which is a business day and, in the
      case of any interest payment date which is not the date on which this Note
      is
      paid in full, the extension of the due date thereof shall not be taken into
      account for purposes of determining the amount of interest due on such date.
      As
      used in this Note, the term “business day” shall mean any day other than a
      Saturday, Sunday or a day on which commercial banks in the city of New York,
      New
      York are authorized or required by law or executive order to remain closed.
      Each
      capitalized term used herein, and not otherwise defined, shall have the meaning
      ascribed thereto in that certain Securities Purchase Agreement, dated March
      21,
      2006, pursuant to which this Note was originally issued (the “ **Purchase
      Agreement** ”).







This
      Note
      is free from all taxes, liens, claims and encumbrances with respect to the
      issue
      thereof and shall not be subject to preemptive rights or other similar rights
      of
      shareholders of the Borrower and will not impose personal liability upon the
      holder thereof. The obligations of the Borrower under this Note shall be secured
      by that certain Security Agreement and Intellectual Property Security Agreement,
      each dated March 21, 2006 by and between the Borrower and the
      Holder.




The
      following terms shall apply to this Note:




**ARTICLE
      I.**  **CONVERSION
      RIGHTS**




**1.1**  **Conversion
      Right**  **.** The
      Holder shall have the right from time to time, and at any time on or prior
      to
      the earlier of (i) the Maturity Date and (ii) the date of payment of the Default
      Amount (as defined in Article III) pursuant to Section 1.6(a) or Article III,
      the Optional Prepayment Amount (as defined in Section 5.1 or any payments
      pursuant to Section 1.7, each in respect of the remaining outstanding principal
      amount of this Note to convert all or any part of the outstanding and unpaid
      principal amount of this Note into fully paid and non-assessable shares of
      Common Stock, as such Common Stock exists on the Issue Date, or any shares
      of
      capital stock or other securities of the Borrower into which such Common Stock
      shall hereafter be changed or reclassified at the conversion price (the “ **Conversion
      Price** ”)
      determined as provided herein (a “ **Conversion** ”); provided , however , that
      in no event shall the Holder be entitled to convert any portion of this Note
      in
      excess of that portion of this Note upon conversion of which the sum of (1)
      the
      number of shares of Common Stock beneficially owned by the Holder and its
      affiliates (other than shares of Common Stock which may be deemed beneficially
      owned through the ownership of the unconverted portion of the Notes or the
      unexercised or unconverted portion of any other security of the Borrower
      (including, without limitation, the warrants issued by the Borrower pursuant
      to
      the Purchase Agreement) subject to a limitation on conversion or exercise
      analogous to the limitations contained herein) and (2) the number of shares
      of
      Common Stock issuable upon the conversion of the portion of this Note with
      respect to which the determination of this proviso is being made, would result
      in beneficial ownership by the Holder and its affiliates of more than 4.99%
      of
      the outstanding shares of Common Stock and provided  further that the
      Holder shall not be entitled to convert any portion of this Note during any
      month immediately succeeding a Determination Date on which the Borrower
      exercises its prepayment option pursuant to Section 5.2 of this Note. For
      purposes of the proviso to the immediately preceding sentence, beneficial
      ownership shall be determined in accordance with Section 13(d) of the Securities
      Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except
      as
      otherwise provided in clause (1) of such proviso. The number of shares of Common
      Stock to be issued upon each conversion of this Note shall be determined by
      dividing the Conversion Amount (as defined below) by the applicable Conversion
      Price then in effect on the date specified in the notice of conversion, in
      the
      form attached hereto as Exhibit A (the “ **Notice
      of Conversion** ”),
      delivered to the Borrower by the Holder in accordance with Section 1.4 below;
      provided that the Notice of Conversion is submitted by facsimile (or by other
      means resulting in, or reasonably expected to result in, notice) to the Borrower
      before 6:00 p.m., New York, New York time on such conversion date (the “ **Conversion
      Date** ”).
      The
      term “ **Conversion
      Amount** ”
means,
      with respect to any conversion of this Note, the sum of (1) the principal amount
      of this Note to be converted in such conversion plus (2)
      accrued and unpaid interest, if any, on such principal amount at the interest
      rates provided in this Note to the Conversion Date plus (3)
      Default Interest, if any, on the amounts referred to in the immediately
      preceding clauses (1) and/or (2) plus (4) at
      the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.3 and
      1.4(g) hereof or pursuant to Section 2(c) of that certain Registration Rights
      Agreement, dated as of March 21, 2006, executed in connection with the initial
      issuance of this Note and the other Notes issued on the Issue Date (the “ **Registration
      Rights Agreement** ”).
      The
      term **“Determination
      Date”** means
      the last business day of each month after the Issue Date.


2




**1.2**  **Conversion
      Price**  **.**




**(a)**  **Calculation
      of Conversion Price**  **.** The
      Conversion Price shall be Variable Conversion Price (as defined herein (subject
      to equitable adjustments for stock splits, stock dividends or rights offerings
      by the Borrower relating to the Borrower’s securities or the securities of any
      subsidiary of the Borrower, combinations, recapitalization, reclassifications,
      extraordinary distributions and similar events). The “ **Variable
      Conversion Price** ”
shall
      mean the Applicable Percentage (as defined herein) multiplied by the Market
      Price (as defined herein). “ **Market
      Price** ”
means
      the average of the lowest three (3) Trading Prices (as defined below) for the
      Common Stock during the twenty (20) Trading Day period ending one Trading Day
      prior to the date the Conversion Notice is sent by the Holder to the Borrower
      via facsimile (the “ **Conversion
      Date** ”).
“ **Trading
      Price** ”
means,
      for any security as of any date, the intraday trading price on the
      Over-the-Counter Bulletin Board (the “ **OTCBB** ”)
      as
      reported by a reliable reporting service mutually acceptable to and hereafter
      designated by Holders of a majority in interest of the Notes and the Borrower
      or, if the OTCBB is not the principal trading market for such security, the
      intraday trading price of such security on the principal securities exchange
      or
      trading market where such security is listed or traded or, if no intraday
      trading price of such security is available in any of the foregoing manners,
      the
      average of the intraday trading prices of any market makers for such security
      that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If
      the Trading Price cannot be calculated for such security on such date in the
      manner provided above, the Trading Price shall be the fair market value as
      mutually determined by the Borrower and the holders of a majority in interest
      of
      the Notes being converted for which the calculation of the Trading Price is
      required in order to determine the Conversion Price of such Notes. “ **Trading
      Day** ”
shall
      mean any day on which the Common Stock is traded for any period on the OTCBB,
      or
      on the principal securities exchange or other securities market on which the
      Common Stock is then being traded. “ **Applicable
      Percentage** ”
shall
      mean 60%. In addition, the Holder agrees that it will limit all of its
      conversions to no more than the greater of (1) $60,000 per calendar month;
      or
      (2) the average daily dollar volume calculated during the ten (10) business
      days
      prior to a conversion, per conversion.




**(b)**  **Conversion
      Price During Major Announcements**  **.** Notwithstanding anything contained in Section 1.2(a) to the contrary, in the
      event the Borrower (i) makes a public announcement that it intends to
      consolidate or merge with any other corporation (other than a merger in which
      the Borrower is the surviving or continuing corporation and its capital stock
      is
      unchanged) or sell or transfer all or substantially all of the assets of the
      Borrower or (ii) any person, group or entity (including the Borrower) publicly
      announces a tender offer to purchase 50% or more of the Borrower’s Common Stock
      (or any other takeover scheme) (the date of the announcement referred to in
      clause (i) or (ii) is hereinafter referred to as the “ **Announcement
      Date** ”),
      then
      the Conversion Price shall, effective upon the Announcement Date and continuing
      through the Adjusted Conversion Price Termination Date (as defined below),
      be
      equal to the lower of (x) the Conversion Price which would have been applicable
      for a Conversion occurring on the Announcement Date and (y) the Conversion
      Price
      that would otherwise be in effect. From and after the Adjusted Conversion Price
      Termination Date, the Conversion Price shall be determined as set forth in
      this
      Section 1.2(a). For purposes hereof, “ **Adjusted
      Conversion Price Termination Date** ”
shall
      mean, with respect to any proposed transaction or tender offer (or takeover
      scheme) for which a public announcement as contemplated by this Section 1.2(b)
      has been made, the date upon which the Borrower (in the case of clause (i)
      above) or the person, group or entity (in the case of clause (ii) above)
      consummates or publicly announces the termination or abandonment of the proposed
      transaction or tender offer (or takeover scheme) which caused this Section
      1.2(b) to become operative.


3




**1.3**  **Authorized
      Shares**  **.** The
      Borrower covenants that during the period the conversion right exists, the
      Borrower will reserve from its authorized and unissued Common Stock a sufficient
      number of shares, free from preemptive rights, to provide for the issuance
      of
      Common Stock upon the full conversion of this Note and the other Notes issued
      pursuant to the Purchase Agreement. The Borrower is required at all times to
      have authorized and reserved two times the number of shares that is actually
      issuable upon full conversion of the Notes (based on the Conversion Price of
      the
      Notes or the Exercise Price of the Warrants in effect from time to time) (the
“ **Reserved
      Amount** ”).
      The
      Reserved Amount shall be increased from time to time in accordance with the
      Borrower’s obligations pursuant to Section 4(h) of the Purchase Agreement. The
      Borrower represents that upon issuance, such shares will be duly and validly
      issued, fully paid and non-assessable. In addition, if the Borrower shall issue
      any securities or make any change to its capital structure which would change
      the number of shares of Common Stock into which the Notes shall be convertible
      at the then current Conversion Price, the Borrower shall at the same time make
      proper provision so that thereafter there shall be a sufficient number of shares
      of Common Stock authorized and reserved, free from preemptive rights, for
      conversion of the outstanding Notes. The Borrower (i) acknowledges that it
      has
      irrevocably instructed its transfer agent to issue certificates for the Common
      Stock issuable upon conversion of this Note, and (ii) agrees that its
      issuance of this Note shall constitute full authority to its officers and agents
      who are charged with the duty of executing stock certificates to execute and
      issue the necessary certificates for shares of Common Stock in accordance with
      the terms and conditions of this Note.




If,
      at
      any time a Holder of this Note submits a Notice of Conversion, and the Borrower
      does not have sufficient authorized but unissued shares of Common Stock
      available to effect such conversion in accordance with the provisions of this
      Article I (a “ **Conversion
      Default** ”),
      subject to Section 4.8, the Borrower shall issue to the Holder all of the shares
      of Common Stock which are then available to effect such conversion. The portion
      of this Note which the Holder included in its Conversion Notice and which
      exceeds the amount which is then convertible into available shares of Common
      Stock (the “ **Excess
      Amount** ”)
      shall,
      notwithstanding anything to the contrary contained herein, not be convertible
      into Common Stock in accordance with the terms hereof until (and at the Holder’s
      option at any time after) the date additional shares of Common Stock are
      authorized by the Borrower to permit such conversion, at which time the
      Conversion Price in respect thereof shall be the lesser of (i) the Conversion
      Price on the Conversion Default Date (as defined below) and (ii) the Conversion
      Price on the Conversion Date thereafter elected by the Holder in respect
      thereof. In addition, the Borrower shall pay to the Holder payments (“ **Conversion
      Default Payments** ”)
      for a
      Conversion Default in the amount of (x) the sum
      of (1) the
      then outstanding principal amount of this Note plus (2)
      accrued and unpaid interest on the unpaid principal amount of this Note through
      the Authorization Date (as defined below) plus (3)
      Default Interest, if any, on the amounts referred to in clauses (1) and/or
      (2), multiplied
      by (y) .24, multiplied
      by (z)
      (N/365), where N = the number of days from the day the holder submits a Notice
      of Conversion giving rise to a Conversion Default (the “ **Conversion
      Default Date** ”)
      to the
      date (the “ **Authorization
      Date** ”)
      that
      the Borrower authorizes a sufficient number of shares of Common Stock to effect
      conversion of the full outstanding principal balance of this Note. The Borrower
      shall use its best efforts to authorize a sufficient number of shares of Common
      Stock as soon as practicable following the earlier of (i) such time that the
      Holder notifies the Borrower or that the Borrower otherwise becomes aware that
      there are or likely will be insufficient authorized and unissued shares to
      allow
      full conversion thereof and (ii) a Conversion Default. The Borrower shall send
      notice to the Holder of the authorization of additional shares of Common Stock,
      the Authorization Date and the amount of Holder’s accrued Conversion Default
      Payments. The accrued Conversion Default Payments for each calendar month shall
      be paid in cash or shall be convertible into Common Stock (at such time as
      there
      are sufficient authorized shares of Common Stock) at the applicable Conversion
      Price, at the Borrower’s option, as follows:


4




**(a)** In the event Holder elects to take such payment in cash, cash payment shall
      be
      made to Holder by the fifth (5 th ) day of
      the month following the month in which it has accrued; and




**(b)** In the event Holder elects to take such payment in Common Stock, the Holder
      may
      convert such payment amount into Common Stock at the Conversion Price (as in
      effect at the time of conversion) at any time after the fifth day of the month
      following the month in which it has accrued in accordance with the terms of
      this
      Article I (so long as there is then a sufficient number of authorized shares
      of
      Common Stock).




The
      Holder’s election shall be made in writing to the Borrower at any time prior to
      6:00 p.m., New York, New York time, on the third day of the month following
      the
      month in which Conversion Default payments have accrued. If no election is
      made,
      the Holder shall be deemed to have elected to receive cash. Nothing herein
      shall
      limit the Holder’s right to pursue actual damages (to the extent in excess of
      the Conversion Default Payments) for the Borrower’s failure to maintain a
      sufficient number of authorized shares of Common Stock, and each holder shall
      have the right to pursue all remedies available at law or in equity (including
      degree of specific performance and/or injunctive relief).




5


**1.4**  **Method
        of Conversion**  **.**


**(a)**  **Mechanics
      of Conversion**  **.** Subject
      to Section 1.1, this Note may be converted by the Holder in whole or in part
      at
      any time from time to time after the Issue Date, by (A) submitting to the
      Borrower a Notice of Conversion (by facsimile or other reasonable means of
      communication dispatched on the Conversion Date prior to 6:00 p.m., New York,
      New York time) and (B) subject to Section 1.4(b), surrendering this Note at
      the principal office of the Borrower.




**(b)**  **Surrender
      of Note Upon Conversion**  **.** Notwithstanding anything to the contrary set forth herein, upon conversion
      of
      this Note in accordance with the terms hereof, the Holder shall not be required
      to physically surrender this Note to the Borrower unless the entire unpaid
      principal amount of this Note is so converted. The Holder and the Borrower
      shall
      maintain records showing the principal amount so converted and the dates of
      such
      conversions or shall use such other method, reasonably satisfactory to the
      Holder and the Borrower, so as not to require physical surrender of this Note
      upon each such conversion. In the event of any dispute or discrepancy, such
      records of the Borrower shall be controlling and determinative in the absence
      of
      manifest error. Notwithstanding the foregoing, if any portion of this Note
      is
      converted as aforesaid, the Holder may not transfer this Note unless the Holder
      first physically surrenders this Note to the Borrower, whereupon the Borrower
      will forthwith issue and deliver upon the order of the Holder a new Note of
      like
      tenor, registered as the Holder (upon payment by the Holder of any applicable
      transfer taxes) may request, representing in the aggregate the remaining unpaid
      principal amount of this Note. The Holder and any assignee, by acceptance of
      this Note, acknowledge and agree that, by reason of the provisions of this
      paragraph, following conversion of a portion of this Note, the unpaid and
      unconverted principal amount of this Note represented by this Note may be less
      than the amount stated on the face hereof.




**(c)**  **Payment
      of Taxes**  **.** The
      Borrower shall not be required to pay any tax which may be payable in respect
      of
      any transfer involved in the issue and delivery of shares of Common Stock or
      other securities or property on conversion of this Note in a name other than
      that of the Holder (or in street name), and the Borrower shall not be required
      to issue or deliver any such shares or other securities or property unless
      and
      until the person or persons (other than the Holder or the custodian in whose
      street name such shares are to be held for the Holder’s account) requesting the
      issuance thereof shall have paid to the Borrower the amount of any such tax
      or
      shall have established to the satisfaction of the Borrower that such tax has
      been paid.




**(d)**  **Delivery
      of Common Stock Upon Conversion**  **.** Upon
      receipt by the Borrower from the Holder of a facsimile transmission (or other
      reasonable means of communication) of a Notice of Conversion meeting the
      requirements for conversion as provided in this Section 1.4, the Borrower shall
      issue and deliver or cause to be issued and delivered to or upon the order
      of
      the Holder certificates for the Common Stock issuable upon such conversion
      within two (2) business days after such receipt (and, solely in the case of
      conversion of the entire unpaid principal amount hereof, surrender of this
      Note)
      (such second business day being hereinafter referred to as the “ **Deadline** ”)
      in
      accordance with the terms hereof and the Purchase Agreement (including, without
      limitation, in accordance with the requirements of Section 2(g) of the Purchase
      Agreement that certificates for shares of Common Stock issued on or after the
      effective date of the Registration Statement upon conversion of this Note shall
      not bear any restrictive legend).


6




**(e)**  **Obligation
      of Borrower to Deliver Common Stock**  **.** Upon
      receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed
      to
      be the holder of record of the Common Stock issuable upon such conversion,
      the
      outstanding principal amount and the amount of accrued and unpaid interest
      on
      this Note shall be reduced to reflect such conversion, and, unless the Borrower
      defaults on its obligations under this Article I, all rights with respect to
      the
      portion of this Note being so converted shall forthwith terminate except the
      right to receive the Common Stock or other securities, cash or other assets,
      as
      herein provided, on such conversion. If the Holder shall have given a Notice
      of
      Conversion as provided herein, the Borrower’s obligation to issue and deliver
      the certificates for Common Stock shall be absolute and unconditional,
      irrespective of the absence of any action by the Holder to enforce the same,
      any
      waiver or consent with respect to any provision thereof, the recovery of any
      judgment against any person or any action to enforce the same, any failure
      or
      delay in the enforcement of any other obligation of the Borrower to the holder
      of record, or any setoff, counterclaim, recoupment, limitation or termination,
      or any breach or alleged breach by the Holder of any obligation to the Borrower,
      and irrespective of any other circumstance which might otherwise limit such
      obligation of the Borrower to the Holder in connection with such conversion.
      The
      Conversion Date specified in the Notice of Conversion shall be the Conversion
      Date so long as the Notice of Conversion is received by the Borrower before
      6:00
      p.m., New York, New York time, on such date.




**(f)**  **Delivery
      of Common Stock by Electronic Transfer**  **.** In lieu
      of delivering physical certificates representing the Common Stock issuable
      upon
      conversion, provided the Borrower’s transfer agent is participating in the
      Depository Trust Company (“ **DTC** ”)
      Fast
      Automated Securities Transfer (“ **FAST** ”)
      program, upon request of the Holder and its compliance with the provisions
      contained in Section 1.1 and in this Section 1.4, the Borrower shall use its
      best efforts to cause its transfer agent to electronically transmit the Common
      Stock issuable upon conversion to the Holder by crediting the account of
      Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission
      (“ **DWAC** ”)
      system.




**(g)**  **Failure
      to Deliver Common Stock Prior to Deadline**  **.** Without
      in any way limiting the Holder’s right to pursue other remedies, including
      actual damages and/or equitable relief, the parties agree that if delivery
      of
      the Common Stock issuable upon conversion of this Note is more than two (2)
      business days after the Deadline (other than a failure due to the circumstances
      described in Section 1.3 above, which failure shall be governed by such Section)
      the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond
      the Deadline that the Borrower fails to deliver such Common Stock. Such cash
      amount shall be paid to Holder by the fifth day of the month following the
      month
      in which it has accrued or, at the option of the Holder (by written notice
      to
      the Borrower by the first day of the month following the month in which it
      has
      accrued), shall be added to the principal amount of this Note, in which event
      interest shall accrue thereon in accordance with the terms of this Note and
      such
      additional principal amount shall be convertible into Common Stock in accordance
      with the terms of this Note.




**1.5**  **Concerning
      the Shares**  **.**  **Concerning
      the Shares**  **.** The
      shares of Common Stock issuable upon conversion of this Note may not be sold
      or
      transferred unless (i) such shares are sold pursuant to an effective
      registration statement under the Act or (ii) the Borrower or its transfer agent
      shall have been furnished with an opinion of counsel (which opinion shall be
      in
      form, substance and scope customary for opinions of counsel in comparable
      transactions) to the effect that the shares to be sold or transferred may be
      sold or transferred pursuant to an exemption from such registration or
      (iii) such shares are sold or transferred pursuant to Rule 144 under the
      Act (or a successor rule) (“ **Rule
      144** ”),
      and
      the transfer agent shall have been furnished with such opinion of counsel as
      it
      customarily requires in connection with sales pursuant to Rule 144 or (iv)
      such
      shares are transferred to an “affiliate” (as defined in Rule 144) of the
      Borrower who agrees to sell or otherwise transfer the shares only in accordance
      with this Section 1.5 and who is an Accredited Investor (as defined in the
      Purchase Agreement). Except as otherwise provided in the Purchase Agreement
      (and
      subject to the removal provisions set forth below), until such time as the
      shares of Common Stock issuable upon conversion of this Note have been
      registered under the Act as contemplated by the Registration Rights Agreement
      or
      otherwise may be sold pursuant to Rule 144 without any restriction as to the
      number of securities as of a particular date that can then be immediately sold,
      each certificate for shares of Common Stock issuable upon conversion of this
      Note that has not been so included in an effective registration statement or
      that has not been sold pursuant to an effective registration statement or an
      exemption that permits removal of the legend, shall bear a legend substantially
      in the following form, as appropriate:




“THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED
      OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
      SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND
      SCOPE
      CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION
      IS NOT REQUIRED UNDER SAID ACT UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION
      S
      UNDER SAID ACT.”




7




The
      legend set forth above shall be removed and the Borrower shall issue to the
      Holder a new certificate therefor free of any transfer legend if (i) the
      Borrower or its transfer agent shall have received an opinion of Qualifying
      Borrower Counsel (as defined in the Purchase Agreement), in form, substance
      and
      scope customary for opinions of counsel in comparable transactions, to the
      effect that a public sale or transfer of such Common Stock may be made without
      registration under the Act and the shares are so sold or transferred, (ii)
      such
      Holder provides the Borrower or its transfer agent with reasonable assurances
      (including any opinion of counsel the transfer agent customarily required under
      such circumstances)that the Common Stock issuable upon conversion of this Note
      (to the extent such securities are deemed to have been acquired on the same
      date) can be sold pursuant to Rule 144 or (iii) in the case of the Common Stock
      issuable upon conversion of this Note, such security is registered for sale
      by
      the Holder under an effective registration statement filed under the Act or
      otherwise may be sold pursuant to Rule 144 without any restriction as to the
      number of securities as of a particular date that can then be immediately sold.
      Nothing in this Note shall (i) limit the Borrower’s obligation under the
      Registration Rights Agreement or (ii) affect in any way the Holder’s obligations
      to comply with applicable prospectus delivery requirements upon the resale
      of
      the securities referred to herein.


8


**1.6**  **Effect
        of Certain Events**  **.**


**(a)**  **Effect
      of Merger, Consolidation, Etc**  **.** At the
      option of the Holder, the sale, conveyance or disposition of all or
      substantially all of the assets of the Borrower, the effectuation by the
      Borrower of a transaction or series of related transactions in which more than
      50% of the voting power of the Borrower is disposed of, or the consolidation,
      merger or other business combination of the Borrower with or into any other
      Person (as defined below) or Persons when the Borrower is not the survivor
      shall
      either: (i) be deemed to be an Event of Default (as defined in Article III)
      pursuant to which the Borrower shall be required to pay to the Holder upon
      the
      consummation of and as a condition to such transaction an amount equal to the
      Default Amount (as defined in Article III) or (ii) be treated pursuant to
      Section 1.6(b) hereof. “ **Person** ”
shall
      mean any individual, corporation, limited liability company, partnership,
      association, trust or other entity or organization.




**(b)**  **Adjustment
      Due to Merger, Consolidation, Etc**  **.** If, at
      any time when this Note is issued and outstanding and prior to conversion of
      all
      of the Notes, there shall be any merger, consolidation, exchange of shares,
      recapitalization, reorganization, or other similar event, as a result of which
      shares of Common Stock of the Borrower shall be changed into the same or a
      different number of shares of another class or classes of stock or securities
      of
      the Borrower or another entity, or in case of any sale or conveyance of all
      or
      substantially all of the assets of the Borrower other than in connection with
      a
      plan of complete liquidation of the Borrower, then the Holder of this Note
      shall
      thereafter have the right to receive upon conversion of this Note, upon the
      basis and upon the terms and conditions specified herein and in lieu of the
      shares of Common Stock immediately theretofore issuable upon conversion, such
      stock, securities or assets which the Holder would have been entitled to receive
      in such transaction had this Note been converted in full immediately prior
      to
      such transaction (without regard to any limitations on conversion set forth
      herein), and in any such case appropriate provisions shall be made with respect
      to the rights and interests of the Holder of this Note to the end that the
      provisions hereof (including, without limitation, provisions for adjustment
      of
      the Conversion Price and of the number of shares issuable upon conversion of
      the
      Note) shall thereafter be applicable, as nearly as may be practicable in
      relation to any securities or assets thereafter deliverable upon the conversion
      hereof. The Borrower shall not effect any transaction described in this Section
      1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days
      prior written notice (but in any event at least fifteen (15) days prior written
      notice) of the record date of the special meeting of shareholders to approve,
      or
      if there is no such record date, the consummation of, such merger,
      consolidation, exchange of shares, recapitalization, reorganization or other
      similar event or sale of assets (during which time the Holder shall be entitled
      to convert this Note) and (b) the resulting successor or acquiring entity (if
      not the Borrower) assumes by written instrument the obligations of this Section
      1.6(b). The above provisions shall similarly apply to successive consolidations,
      mergers, sales, transfers or share exchanges.




**(c)**  **Adjustment
      Due to Distribution**  **.** If the
      Borrower shall declare or make any distribution of its assets (or rights to
      acquire its assets) to holders of Common Stock as a dividend, stock repurchase,
      by way of return of capital or otherwise (including any dividend or distribution
      to the Borrower’s shareholders in cash or shares (or rights to acquire shares)
      of capital stock of a subsidiary (i.e., a spin-off)) (a “ **Distribution** ”),
      then
      the Holder of this Note shall be entitled, upon any conversion of this Note
      after the date of record for determining shareholders entitled to such
      Distribution, to receive the amount of such assets which would have been payable
      to the Holder with respect to the shares of Common Stock issuable upon such
      conversion had such Holder been the holder of such shares of Common Stock on
      the
      record date for the determination of shareholders entitled to such
      Distribution.


9




**(d)**  **Purchase
      Rights**  **.** If, at
      any time when any Notes are issued and outstanding, the Borrower issues any
      convertible securities or rights to purchase stock, warrants, securities or
      other property (the “ **Purchase
      Rights** ”)
      pro
      rata to the record holders of any class of Common Stock, then the Holder of
      this
      Note will be entitled to acquire, upon the terms applicable to such Purchase
      Rights, the aggregate Purchase Rights which such Holder could have acquired
      if
      such Holder had held the number of shares of Common Stock acquirable upon
      complete conversion of this Note (without regard to any limitations on
      conversion contained herein) immediately before the date on which a record
      is
      taken for the grant, issuance or sale of such Purchase Rights or, if no such
      record is taken, the date as of which the record holders of Common Stock are
      to
      be determined for the grant, issue or sale of such Purchase Rights.




**(e)**  **Notice
      of Adjustments**  **.** Upon the
      occurrence of each adjustment or readjustment of the Conversion Price as a
      result of the events described in this Section 1.6, the Borrower, at its
      expense, shall promptly compute such adjustment or readjustment and prepare
      and
      furnish to the Holder of a certificate setting forth such adjustment or
      readjustment and showing in detail the facts upon which such adjustment or
      readjustment is based. The Borrower shall, upon the written request at any
      time
      of the Holder, furnish to such Holder a like certificate setting forth (i)
      such
      adjustment or readjustment, (ii) the Conversion Price at the time in effect
      and
      (iii) the number of shares of Common Stock and the amount, if any, of other
      securities or property which at the time would be received upon conversion
      of
      the Note.




**1.7**  **Trading
      Market Limitations**  **.** Unless
      permitted by the applicable rules and regulations of the principal securities
      market on which the Common Stock is then listed or traded, in no event shall
      the
      Borrower issue upon conversion of or otherwise pursuant to this Note and the
      other Notes issued pursuant to the Purchase Agreement more than the maximum
      number of shares of Common Stock that the Borrower can issue pursuant to any
      rule of the principal United States securities market on which the Common Stock
      is then traded (the “ **Maximum
      Share Amount** ”),
      which
      shall be 19.99% of the total shares outstanding on the Closing Date (as defined
      in the Purchase Agreement), subject to equitable adjustment from time to time
      for stock splits, stock dividends, combinations, capital reorganizations and
      similar events relating to the Common Stock occurring after the date hereof.
      Once the Maximum Share Amount has been issued (the date of which is hereinafter
      referred to as the “ **Maximum
      Conversion Date** ”),
      if
      the Borrower fails to eliminate any prohibitions under applicable law or the
      rules or regulations of any stock exchange, interdealer quotation system or
      other self-regulatory organization with jurisdiction over the Borrower or any
      of
      its securities on the Borrower’s ability to issue shares of Common Stock in
      excess of the Maximum Share Amount (a “ **Trading
      Market Prepayment Event** ”),
      in
      lieu of any further right to convert this Note, and in full satisfaction of
      the
      Borrower’s obligations under this Note, the Borrower shall pay to the Holder,
      within fifteen (15) business days of the Maximum Conversion Date (the “ **Trading
      Market Prepayment Date** ”),
      an
      amount equal to 130% times the sum of (a)
      the then outstanding principal amount of this Note immediately following the
      Maximum Conversion Date, plus (b)
      accrued and unpaid interest on the unpaid principal amount of this Note to
      the
      Trading Market Prepayment Date, plus (c)
      Default Interest, if any, on the amounts referred to in clause (a) and/or (b)
      above, plus (d) any
      optional amounts that may be added thereto at the Maximum Conversion Date by
      the
      Holder in accordance with the terms hereof (the then outstanding principal
      amount of this Note immediately following the Maximum Conversion Date, plus the
      amounts referred to in clauses (b), (c) and (d) above shall collectively be
      referred to as the “ **Remaining
      Convertible Amount** ”).
      With
      respect to each Holder of Notes, the Maximum Share Amount shall refer to such
      Holder’s pro  rata share
      thereof determined in accordance with Section 4.8 below. In the event that
      the
      sum of (x) the aggregate number of shares of Common Stock issued upon conversion
      of this Note and the other Notes issued pursuant to the Purchase Agreement plus (y) the
      aggregate number of shares of Common Stock that remain issuable upon conversion
      of this Note and the other Notes issued pursuant to the Purchase Agreement,
      represents at least one hundred percent (100%) of the Maximum Share Amount
      (the
“ **Triggering
      Event** ”),
      the
      Borrower will use its best efforts to seek and obtain Shareholder Approval
      (or
      obtain such other relief as will allow conversions hereunder in excess of the
      Maximum Share Amount) as soon as practicable following the Triggering Event
      and
      before the Maximum Conversion Date. As used herein, “ **Shareholder
      Approval** ”
means
      approval by the shareholders of the Borrower to authorize the issuance of the
      full number of shares of Common Stock which would be issuable upon full
      conversion of the then outstanding Notes but for the Maximum Share
      Amount.


10




**1.8**  **Status
      as Shareholder**  **.** Upon
      submission of a Notice of Conversion by a Holder, (i) the shares covered thereby
      (other than the shares, if any, which cannot be issued because their issuance
      would exceed such Holder’s allocated portion of the Reserved Amount or Maximum
      Share Amount) shall be deemed converted into shares of Common Stock and (ii)
      the
      Holder’s rights as a Holder of such converted portion of this Note shall cease
      and terminate, excepting only the right to receive certificates for such shares
      of Common Stock and to any remedies provided herein or otherwise available
      at
      law or in equity to such Holder because of a failure by the Borrower to comply
      with the terms of this Note. Notwithstanding the foregoing, if a Holder has
      not
      received certificates for all shares of Common Stock prior to the tenth (10th)
      business day after the expiration of the Deadline with respect to a conversion
      of any portion of this Note for any reason, then (unless the Holder otherwise
      elects to retain its status as a holder of Common Stock by so notifying the
      Borrower) the Holder shall regain the rights of a Holder of this Note with
      respect to such unconverted portions of this Note and the Borrower shall, as
      soon as practicable, return such unconverted Note to the Holder or, if the
      Note
      has not been surrendered, adjust its records to reflect that such portion of
      this Note has not been converted. In all cases, the Holder shall retain all
      of
      its rights and remedies (including, without limitation, (i) the right to receive
      Conversion Default Payments pursuant to Section 1.3 to the extent required
      thereby for such Conversion Default and any subsequent Conversion Default and
      (ii) the right to have the Conversion Price with respect to subsequent
      conversions determined in accordance with Section 1.3) for the Borrower’s
      failure to convert this Note.




**ARTICLE
      II.**  **CERTAIN
      COVENANTS**




**2.1**  **Distributions
      on Capital Stock**  **.** So long
      as the Borrower shall have any obligation under this Note, the Borrower shall
      not without the Holder’s written consent (a) pay, declare or set apart for such
      payment, any dividend or other distribution (whether in cash, property or other
      securities) on shares of capital stock other than dividends on shares of Common
      Stock solely in the form of additional shares of Common Stock or (b) directly
      or
      indirectly or through any subsidiary make any other payment or distribution
      in
      respect of its capital stock except for distributions pursuant to any
      shareholders’ rights plan which is approved by a majority of the Borrower’s
      disinterested directors.


11




**2.2**  **Restriction
      on Stock Repurchases**  **.** So long
      as the Borrower shall have any obligation under this Note, the Borrower shall
      not without the Holder’s written consent redeem, repurchase or otherwise acquire
      (whether for cash or in exchange for property or other securities or otherwise)
      in any one transaction or series of related transactions any shares of capital
      stock of the Borrower or any warrants, rights or options to purchase or acquire
      any such shares, except for repurchases or redemptions of the Series A
      Convertible Preferred Stock.




**2.3**  **Borrowings**  **.** So long
      as the Borrower shall have any obligation under this Note, the Borrower shall
      not, without the Holder’s written consent, create, incur, assume or suffer to
      exist any liability for borrowed money, except (a) borrowings in existence
      or
      committed on the date hereof and of which the Borrower has informed Holder
      in
      writing prior to the date hereof, (b) indebtedness to trade creditors or
      financial institutions incurred in the ordinary course of business or (c)
      borrowings, the proceeds of which shall be used to repay this Note.




**2.4**  **Sale
      of Assets**  **.** So long
      as the Borrower shall have any obligation under this Note, the Borrower shall
      not, without the Holder’s written consent, sell, lease or otherwise dispose of
      any significant portion of its assets outside the ordinary course of business.
      Any consent to the disposition of any assets may be conditioned on a specified
      use of the proceeds of disposition.




**2.5**  **Advances
      and Loans**  **.** So long
      as the Borrower shall have any obligation under this Note, the Borrower shall
      not, without the Holder’s written consent, lend money, give credit or make
      advances to any person, firm, joint venture or corporation, including, without
      limitation, officers, directors, employees, subsidiaries and affiliates of
      the
      Borrower, except loans, credits or advances (a) in existence or committed on
      the
      date hereof and which the Borrower has informed Holder in writing prior to
      the
      date hereof, (b) made in the ordinary course of business or (c) not in excess
      of
      $50,000.




**2.6**  **Contingent
      Liabilities**  **.** So long
      as the Borrower shall have any obligation under this Note, the Borrower shall
      not, without the Holder’s written consent, which shall not be unreasonably
      withheld, assume, guarantee, endorse, contingently agree to purchase or
      otherwise become liable upon the obligation of any person, firm, partnership,
      joint venture or corporation, except by the endorsement of negotiable
      instruments for deposit or collection and except assumptions, guarantees,
      endorsements and contingencies (a) in existence or committed on the date hereof
      and which the Borrower has informed Holder in writing prior to the date hereof,
      and (b) similar transactions in the ordinary course of
      business.


12


**ARTICLE
        III.**  **EVENTS
        OF DEFAULT**
  If
        any of
        the following events of default (each, an “ **Event
        of Default** ”)
        shall
        occur:


**3.1**  **Failure
      to Pay Principal or Interest**  **.** The
      Borrower fails to pay the principal hereof or interest thereon when due on
      this
      Note, whether at maturity, upon a Trading Market Prepayment Event pursuant
      to
      Section 1.7, upon acceleration or otherwise;




**3.2**  **Conversion
      and the Shares**  **.** The
      Borrower fails to issue shares of Common Stock to the Holder (or announces
      or
      threatens that it will not honor its obligation to do so) upon exercise by
      the
      Holder of the conversion rights of the Holder in accordance with the terms
      of
      this Note (for a period of at least sixty (60) days, if such failure is solely
      as a result of the circumstances governed by Section 1.3 and the Borrower is
      using its best efforts to authorize a sufficient number of shares of Common
      Stock as soon as practicable), fails to transfer or cause its transfer agent
      to
      transfer (electronically or in certificated form) any certificate for shares
      of
      Common Stock issued to the Holder upon conversion of or otherwise pursuant
      to
      this Note as and when required by this Note or the Registration Rights
      Agreement, or fails to remove any restrictive legend (or to withdraw any stop
      transfer instructions in respect thereof) on any certificate for any shares
      of
      Common Stock issued to the Holder upon conversion of or otherwise pursuant
      to
      this Note as and when required by this Note or the Registration Rights Agreement
      (or makes any announcement, statement or threat that it does not intend to
      honor
      the obligations described in this paragraph) and any such failure shall continue
      uncured (or any announcement, statement or threat not to honor its obligations
      shall not be rescinded in writing) for two (2) days after the Borrower shall
      have been notified thereof in writing by the Holder;




**3.3**  **Failure
      to Timely File Registration or Effect Registration**  **.** The
      Borrower fails to file the Registration Statement within sixty (30) days
      following an Investor Demand (as defined in the Registration Rights Agreement)
      or obtain effectiveness with the Securities and Exchange Commission of the
      Registration Statement within one hundred twenty (120) days following such
      Investor Demand (as defined in the Registration Rights Agreement) or such
      Registration Statement lapses in effect (or sales cannot otherwise be made
      thereunder effective, whether by reason of the Borrower’s failure to amend or
      supplement the prospectus included therein in accordance with the Registration
      Rights Agreement or otherwise) for more than ten (10) consecutive days or twenty
      (20) days in any twelve month period after the Registration Statement becomes
      effective;




**3.4**  **Breach
      of Covenants**  **.** The
      Borrower breaches any material covenant or other material term or condition
      contained in Sections 1.3, 1.6 or 1.7 of this Note, or Sections 4(c), 4(e),
      4(h), 4(i), 4(j) or 5 of the Purchase Agreement and such breach continues for
      a
      period of ten (10) days after written notice thereof to the Borrower from the
      Holder;




**3.5**  **Breach
      of Representations and Warranties**  **.** Any
      representation or warranty of the Borrower made herein or in any agreement,
      statement or certificate given in writing pursuant hereto or in connection
      herewith (including, without limitation, the Purchase Agreement and the
      Registration Rights Agreement), shall be false or misleading in any material
      respect when made and the breach of which has (or with the passage of time
      will
      have) a material adverse effect on the rights of the Holder with respect to
      this
      Note, the Purchase Agreement or the Registration Rights Agreement;




**3.6**  **Receiver
      or Trustee**  **.** The
      Borrower or any subsidiary of the Borrower shall make an assignment for the
      benefit of creditors, or apply for or consent to the appointment of a receiver
      or trustee for it or for a substantial part of its property or business, or
      such
      a receiver or trustee shall otherwise be appointed;


13




**3.7**  **Judgments**  **.** Any
      money judgment, writ or similar process shall be entered or filed against the
      Borrower or any subsidiary of the Borrower or any of its property or other
      assets for more than $50,000, and shall remain unvacated, unbonded or unstayed
      for a period of twenty (20) days unless otherwise consented to by the Holder,
      which consent will not be unreasonably withheld;




**3.8**  **Bankruptcy**  **.** Bankruptcy, insolvency, reorganization or liquidation proceedings or other
      proceedings for relief under any bankruptcy law or any law for the relief of
      debtors shall be instituted by or against the Borrower or any subsidiary of
      the
      Borrower;




**3.9**  **Delisting
      of Common Stock**  **.** The
      Borrower shall fail to maintain the listing of the Common Stock on at least
      one
      of the OTCBB or an equivalent replacement exchange, the Nasdaq National Market,
      the Nasdaq SmallCap Market, the New York Stock Exchange, or the American Stock
      Exchange; or




**3.10**  **Default
      Under Other Notes**  **.** An Event
      of Default has occurred and is continuing under any of the other Notes issued
      pursuant to the Purchase Agreement,


then,
      upon the occurrence and during the continuation of any Event of Default
      specified in Section 3.1, 3.2, 3.3, 3.4, 3.5, 3.7, 3.9, or 3.10, at the option
      of the Holders of a majority of the aggregate principal amount of the
      outstanding Notes issued pursuant to the Purchase Agreement exercisable through
      the delivery of written notice to the Borrower by such Holders (the “ **Default
      Notice** ”),
      and
      upon the occurrence of an Event of Default specified in Section 3.6 or 3.8,
      the
      Notes shall become immediately due and payable and the Borrower shall pay to
      the
      Holder, in full satisfaction of its obligations hereunder, an amount equal
      to
      the greater of (i) 140% times the sum of (w)
      the then outstanding principal amount of this Note plus (x)
      accrued and unpaid interest on the unpaid principal amount of this Note to
      the
      date of payment (the “ **Mandatory
      Prepayment Date** ”) plus (y)
      Default Interest, if any, on the amounts referred to in clauses (w) and/or
      (x) plus (z) any
      amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof or
      pursuant to Section 2(c) of the Registration Rights Agreement (the then
      outstanding principal amount of this Note to the date of payment plus the
      amounts referred to in clauses (x), (y) and (z) shall collectively be known
      as
      the “ **Default
      Sum** ”)
      or
      (ii) the “parity value” of the Default Sum to be prepaid, where parity value
      means (a) the highest number of shares of Common Stock issuable upon conversion
      of or otherwise pursuant to such Default Sum in accordance with Article I,
      treating the Trading Day immediately preceding the Mandatory Prepayment Date
      as
      the “Conversion Date” for purposes of determining the lowest applicable
      Conversion Price, unless the Default Event arises as a result of a breach in
      respect of a specific Conversion Date in which case such Conversion Date shall
      be the Conversion Date), multiplied
      by (b) the
      highest Closing Price for the Common Stock during the period beginning on the
      date of first occurrence of the Event of Default and ending one day prior to
      the
      Mandatory Prepayment Date (the “ **Default
      Amount** ”)
      and
      all other amounts payable hereunder shall immediately become due and payable,
      all without demand, presentment or notice, all of which hereby are expressly
      waived, together with all costs, including, without limitation, legal fees
      and
      expenses, of collection, and the Holder shall be entitled to exercise all other
      rights and remedies available at law or in equity. If the Borrower fails to
      pay
      the Default Amount within five (5) business days of written notice that such
      amount is due and payable, then the Holder shall have the right at any time,
      so
      long as the Borrower remains in default (and so long and to the extent that
      there are sufficient authorized shares), to require the Borrower, upon written
      notice, to immediately issue, in lieu of the Default Amount, the number of
      shares of Common Stock of the Borrower equal to the Default Amount divided
      by
      the Conversion Price then in effect.


14




**ARTICLE
      IV.**  **MISCELLANEOUS**




**4.1**  **Failure
      or Indulgence Not Waiver**  **.** No
      failure or delay on the part of the Holder in the exercise of any power, right
      or privilege hereunder shall operate as a waiver thereof, nor shall any single
      or partial exercise of any such power, right or privilege preclude other or
      further exercise thereof or of any other right, power or privileges. All rights
      and remedies existing hereunder are cumulative to, and not exclusive of, any
      rights or remedies otherwise available.




**4.2**  **Notices**  **.** Any
      notice herein required or permitted to be given shall be in writing and may
      be
      personally served or delivered by courier or sent by United States mail and
      shall be deemed to have been given upon receipt if personally served (which
      shall include telephone line facsimile transmission) or sent by courier or
      three
      (3) days after being deposited in the United States mail, certified, with
      postage pre-paid and properly addressed, if sent by mail. For the purposes
      hereof, the address of the Holder shall be as shown on the records of the
      Borrower; and the address of the Borrower shall be 711 South Columbus Avenue,
      Mount Vernon, New York 10550, **facsimile
      number:** 914-663-4634. Both the Holder and the Borrower may change the address for
      service by service of written notice to the other as herein
      provided.




**4.3**  **Amendments**  **.** This
      Note and any provision hereof may only be amended by an instrument in writing
      signed by the Borrower and the Holder. The term “Note” and all reference
      thereto, as used throughout this instrument, shall mean this instrument (and
      the
      other Notes issued pursuant to the Purchase Agreement) as originally executed,
      or if later amended or supplemented, then as so amended or
      supplemented.




**4.4**  **Assignability**  **.** This
      Note shall be binding upon the Borrower and its successors and assigns, and
      shall inure to be the benefit of the Holder and its successors and assigns.
      Each
      transferee of this Note must be an “accredited investor” (as defined in Rule
      501(a) of the 1933 Act). Notwithstanding anything in this Note to the contrary,
      this Note may be pledged as collateral in connection with a bona  fide margin
      account or other lending arrangement.




**4.5**  **Cost
      of Collection**  **.** If
      default is made in the payment of this Note, the Borrower shall pay the Holder
      hereof costs of collection, including reasonable attorneys’ fees.




**4.6**  **Governing
      Law**  **.** THIS
      NOTE SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
      OF
      THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY
      WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. THE
      BORROWER HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES
      FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK WITH RESPECT TO ANY DISPUTE ARISING
      UNDER THIS NOTE, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE
      TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE
      THE
      DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING.
      BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST
      CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON
      THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER
      PARTY’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. BOTH
      PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR
      PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
      SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH DOES NOT
      PREVAIL IN ANY DISPUTE ARISING UNDER THIS NOTE SHALL BE RESPONSIBLE FOR ALL
      FEES
      AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY IN
      CONNECTION WITH SUCH DISPUTE.


15




**4.7**  **Certain
      Amounts**  **.** Whenever
      pursuant to this Note the Borrower is required to pay an amount in excess of
      the
      outstanding principal amount (or the portion thereof required to be paid at
      that
      time) plus accrued and unpaid interest plus Default Interest on such interest,
      the Borrower and the Holder agree that the actual damages to the Holder from
      the
      receipt of cash payment on this Note may be difficult to determine and the
      amount to be so paid by the Borrower represents stipulated damages and not
      a
      penalty and is intended to compensate the Holder in part for loss of the
      opportunity to convert this Note and to earn a return from the sale of shares
      of
      Common Stock acquired upon conversion of this Note at a price in excess of
      the
      price paid for such shares pursuant to this Note. The Borrower and the Holder
      hereby agree that such amount of stipulated damages is not plainly
      disproportionate to the possible loss to the Holder from the receipt of a cash
      payment without the opportunity to convert this Note into shares of Common
      Stock.




**4.8**  **Allocations
      of Maximum Share Amount and Reserved Amount**  **.** The
      Maximum Share Amount and Reserved Amount shall be allocated pro rata among
      the
      Holders of Notes based on the principal amount of such Notes issued to each
      Holder. Each increase to the Maximum Share Amount and Reserved Amount shall
      be
      allocated pro rata among the Holders of Notes based on the principal amount
      of
      such Notes held by each Holder at the time of the increase in the Maximum Share
      Amount or Reserved Amount. In the event a Holder shall sell or otherwise
      transfer any of such Holder’s Notes, each transferee shall be allocated a pro
      rata portion of such transferor’s Maximum Share Amount and Reserved Amount. Any
      portion of the Maximum Share Amount or Reserved Amount which remains allocated
      to any person or entity which does not hold any Notes shall be allocated to
      the
      remaining Holders of Notes, pro rata based on the principal amount of such
      Notes
      then held by such Holders.




**4.9**  **Damages
      Shares**  **.** The
      shares of Common Stock that may be issuable to the Holder pursuant to Sections
      1.3 and 1.4(g) hereof and pursuant to Section 2(c) of the Registration Rights
      Agreement (“ **Damages
      Shares** ”)
      shall
      be treated as Common Stock issuable upon conversion of this Note for all
      purposes hereof and shall be subject to all of the limitations and afforded
      all
      of the rights of the other shares of Common Stock issuable hereunder, including
      without limitation, the right to be included in the Registration Statement
      filed
      pursuant to the Registration Rights Agreement. For purposes of calculating
      interest payable on the outstanding principal amount hereof, except as otherwise
      provided herein, amounts convertible into Damages Shares (“ **Damages
      Amounts** ”)
      shall
      not bear interest but must be converted prior to the conversion of any
      outstanding principal amount hereof, until the outstanding Damages Amounts
      is
      zero.


16




**4.10**  **Denominations**  **.** At the
      request of the Holder, upon surrender of this Note, the Borrower shall promptly
      issue new Notes in the aggregate outstanding principal amount hereof, in the
      form hereof, in such denominations of at least $50,000 as the Holder shall
      request.




**4.11**  **Purchase
      Agreement**  **.** By its
      acceptance of this Note, each Holder agrees to be bound by the applicable terms
      of the Purchase Agreement.




**4.12**  **Notice
      of Corporate Events**  **.** Except
      as otherwise provided below, the Holder of this Note shall have no rights as
      a
      Holder of Common Stock unless and only to the extent that it converts this
      Note
      into Common Stock. The Borrower shall provide the Holder with prior notification
      of any meeting of the Borrower’s shareholders (and copies of proxy materials and
      other information sent to shareholders). In the event of any taking by the
      Borrower of a record of its shareholders for the purpose of determining
      shareholders who are entitled to receive payment of any dividend or other
      distribution, any right to subscribe for, purchase or otherwise acquire
      (including by way of merger, consolidation, reclassification or
      recapitalization) any share of any class or any other securities or property,
      or
      to receive any other right, or for the purpose of determining shareholders
      who
      are entitled to vote in connection with any proposed sale, lease or conveyance
      of all or substantially all of the assets of the Borrower or any proposed
      liquidation, dissolution or winding up of the Borrower, the Borrower shall
      mail
      a notice to the Holder, at least twenty (20) days prior to the record date
      specified therein (or thirty (30) days prior to the consummation of the
      transaction or event, whichever is earlier), of the date on which any such
      record is to be taken for the purpose of such dividend, distribution, right
      or
      other event, and a brief statement regarding the amount and character of such
      dividend, distribution, right or other event to the extent known at such time.
      The Borrower shall make a public announcement of any event requiring
      notification to the Holder hereunder substantially simultaneously with the
      notification to the Holder in accordance with the terms of this Section
      4.12.




**4.13**  **Remedies**  **.** The
      Borrower acknowledges that a breach by it of its obligations hereunder will
      cause irreparable harm to the Holder, by vitiating the intent and purpose of
      the
      transaction contemplated hereby. Accordingly, the Borrower acknowledges that
      the
      remedy at law for a breach of its obligations under this Note will be inadequate
      and agrees, in the event of a breach or threatened breach by the Borrower of
      the
      provisions of this Note, that the Holder shall be entitled, in addition to
      all
      other available remedies at law or in equity, and in addition to the penalties
      assessable herein, to an injunction or injunctions restraining, preventing
      or
      curing any breach of this Note and to enforce specifically the terms and
      provisions thereof, without the necessity of showing economic loss and without
      any bond or other security being required.


17




**ARTICLE
      V.**  **CALL
      OPTION**




**5.1**  **Call
      Option**  **.** Notwithstanding anything to the contrary contained in this Article V, so long
      as
      (i)  no Event of Default or Trading Market Prepayment Event shall have
      occurred and be continuing, (ii)  the Borrower has a sufficient number of
      authorized shares of Common Stock reserved for issuance upon full conversion
      of
      the Notes, then at any time after the Issue Date, and (iii)  the Common
      Stock is trading at or below $.12 per share, the Borrower shall have the right,
      exercisable on not less than ten (10) Trading Days prior written notice to
      the
      Holders of the Notes (which notice may not be sent to the Holders of the Notes
      until the Borrower is permitted to prepay the Notes pursuant to this Section
      5.1), to prepay all of the outstanding Notes in accordance with this Section
      5.1. Any notice of prepayment hereunder (an “ **Optional
      Prepayment** ”)
      shall
      be delivered to the Holders of the Notes at their registered addresses appearing
      on the books and records of the Borrower and shall state (1) that the Borrower
      is exercising its right to prepay all of the Notes issued on the Issue Date
      and
      (2) the date of prepayment (the “ **Optional
      Prepayment Notice** ”).
      On
      the date fixed for prepayment (the “ **Optional
      Prepayment Date** ”),
      the
      Borrower shall make payment of the Optional Prepayment Amount (as defined below)
      to or upon the order of the Holders as specified by the Holders in writing
      to
      the Borrower at least one (1) business day prior to the Optional Prepayment
      Date. If the Borrower exercises its right to prepay the Notes, the Borrower
      shall make payment to the holders of an amount in cash (the “ **Optional
      Prepayment Amount** ”)
      equal
      to either (i) 120% (for prepayments occurring within thirty (30) days of
      the Issue Date), (ii) 130% for prepayments occurring between thirty-one
      (31) and sixty (60) days of the Issue Date, or (iii) 140% (for prepayments
      occurring after the sixtieth (60 th ) day
      following the Issue Date), multiplied by the sum of (w) the then outstanding
      principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note
      to the Optional Prepayment Date plus (y)
      Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any
      amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof or
      pursuant to Section 2(c) of the Registration Rights Agreement (the then
      outstanding principal amount of this Note to the date of payment plus the
      amounts referred to in clauses (x), (y) and (z) shall collectively be known
      as
      the “ **Optional
      Prepayment Sum** ”).
      Notwithstanding notice of an Optional Prepayment, the Holders shall at all
      times
      prior to the Optional Prepayment Date maintain the right to convert all or
      any
      portion of the Notes in accordance with Article I and any portion of Notes
      so
      converted after receipt of an Optional Prepayment Notice and prior to the
      Optional Prepayment Date set forth in such notice and payment of the aggregate
      Optional Prepayment Amount shall be deducted from the principal amount of Notes
      which are otherwise subject to prepayment pursuant to such notice. If the
      Borrower delivers an Optional Prepayment Notice and fails to pay the Optional
      Prepayment Amount due to the Holders of the Notes within two (2) business days
      following the Optional Prepayment Date, the Borrower shall forever forfeit
      its
      right to redeem the Notes pursuant to this Section 5.1.




**5.2**  **Partial
      Call Option.** Notwithstanding anything to the contrary contained in this Article V, in the
      event that the Average Daily Price of the Common Stock, as reported by the
      Reporting Service, for each day of the month ending on any Determination Date
      is
      below the Initial Market Price, the Borrower may, at its option, prepay a
      portion of the outstanding principal amount of the Notes equal to 101% of the
      principal amount hereof divided by thirty-six (36) plus one month’s interest. In
      the event Borrower makes such a prepayment, Holders shall not convert any
      principal or interest on the Notes during the period of thirty (30) days
      following the date of prepayment. The term **“Initial
      Market Price”** means
      shall mean the volume weighted average price of the Common Stock for the five
      (5) Trading Days immediately preceding the Closing which is $.03. The term **“Reporting
      Service”** means a
      reliable reporting service mutually acceptable to and hereinafter designated
      by
      the Holder.




[REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]


18





**IN
      WITNESS WHEREOF** ,
      Borrower has caused this Note to be signed in its name by its duly authorized
      officer this 21 st day of
      March, 2006.




**CLICKABLE
                ENTERPRISES, INC.**By:Nicholas
                Cirillo
              President




19




**EXHIBIT
      A**




**NOTICE
      OF CONVERSION**


(To
      be
      Executed by the Registered Holder


in
      order
      to Convert the Notes)




The
      undersigned hereby irrevocably elects to convert $__________ principal amount
      of
      the Note (defined below) into shares of common stock, par value $.001 per share
      (“ **Common
      Stock** ”),
      of
      Clickable Enterprises, Inc., a Delaware corporation (the “ **Borrower** ”)
      according to the conditions of the convertible Notes of the Borrower dated
      as of
      March 21, 2006 (the “ **Notes** ”),
      as of
      the date written below. If securities are to be issued in the name of a person
      other than the undersigned, the undersigned will pay all transfer taxes payable
      with respect thereto and is delivering herewith such certificates. No fee will
      be charged to the Holder for any conversion, except for transfer taxes, if
      any.
      A copy of each Note is attached hereto (or evidence of loss, theft or
      destruction thereof).




The
      Borrower shall electronically transmit the Common Stock issuable pursuant to
      this Notice of Conversion to the account of the undersigned or its nominee
      with
      DTC through its Deposit Withdrawal Agent Commission system (“ **DWAC
      Transfer** ”).




Name of DTC Prime
                Broker: _______________________________________________________Account Number:
                ________________________________________________________________




In
      lieu
      of receiving shares of Common Stock issuable pursuant to this Notice of
      Conversion by way of a DWAC Transfer, the undersigned hereby requests that
      the
      Borrower issue a certificate or certificates for the number of shares of Common
      Stock set forth below (which numbers are based on the Holder’s calculation
      attached hereto) in the name(s) specified immediately below or, if additional
      space is necessary, on an attachment hereto:




Name: _______________________________________________________________________Address: 
                _____________________________________________________________________




The
      undersigned represents and warrants that all offers and sales by the undersigned
      of the securities issuable to the undersigned upon conversion of the Notes
      shall
      be made pursuant to registration of the securities under the Securities Act
      of
      1933, as amended (the “ **Act** ”),
      or
      pursuant to an exemption from registration under the Act.




Date
      of
      Conversion:___________________________


Applicable
      Conversion Price:____________________


Number
      of
      Shares of Common Stock to be Issued Pursuant to


Conversion
      of the Notes:______________


Signature:___________________________________


Name:______________________________________


Address:____________________________________




20


The
      Borrower shall issue and deliver shares of Common Stock to an overnight courier
      not later than three business days following receipt of the original Note(s)
      to
      be converted, and shall make payments pursuant to the Notes for the number
      of
      business days such issuance and delivery is late.


21





THIS
      WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT
      BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE
      SET
      FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF MARCH 21, 2006,
      NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED
      IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER
      SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY
      FOR
      OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT
      REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S
      UNDER SUCH ACT.




Right
                to Purchase 440,000 Shares of
              Common
                Stock, par value $.001 per share




**STOCK
      PURCHASE WARRANT**




**THIS
      CERTIFIES THAT** , for
      value received, AJW Partners, LLC or its registered assigns, is entitled to
      purchase from **Clickable
      Enterprises, Inc.,** a
      Delaware corporation (the “Company”), at any time or from time to time during
      the period specified in Paragraph 2 hereof, 440,000 fully paid and
      nonassessable shares of the Company’s Common Stock, par value $.001 per share
      (the “Common Stock”), at an exercise price per share equal to $.10 (the
“Exercise Price”). The term “Warrant Shares,” as used herein, refers to the
      shares of Common Stock purchasable hereunder. The Warrant Shares and the
      Exercise Price are subject to adjustment as provided in Paragraph 4 hereof.
      The
      term “Warrants” means this Warrant and the other warrants issued pursuant to
      that certain Securities Purchase Agreement, dated March 21, 2006, by and among
      the Company and the Buyers listed on the execution page thereof (the “Securities
      Purchase Agreement”), including any additional warrants issuable pursuant to
      Section 4(l) thereof.




This
      Warrant is subject to the following terms, provisions, and
      conditions:




**1.**  **Manner
      of Exercise; Issuance of Certificates; Payment for
      Shares** **.** Subject
      to the provisions hereof, this Warrant may be exercised by the holder hereof,
      in
      whole or in part, by the surrender of this Warrant, together with a completed
      exercise agreement in the form attached hereto (the “Exercise Agreement”), to
      the Company during normal business hours on any business day at the Company’s
      principal executive offices (or such other office or agency of the Company
      as it
      may designate by notice to the holder hereof), and upon (i) payment to the
      Company in cash, by certified or official bank check or by wire transfer for
      the
      account of the Company of the Exercise Price for the Warrant Shares specified
      in
      the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder
      is not then registered pursuant to an effective registration statement under
      the
      Securities Act of 1933, as amended (the “Securities Act”), delivery to the
      Company of a written notice of an election to effect a “Cashless Exercise” (as
      defined in Section 11(c) below) for the Warrant Shares specified in the Exercise
      Agreement. The Warrant Shares so purchased shall be deemed to be issued to
      the
      holder hereof or such holder’s designee, as the record owner of such shares, as
      of the close of business on the date on which this Warrant shall have been
      surrendered, the completed Exercise Agreement shall have been delivered, and
      payment shall have been made for such shares as set forth above. Certificates
      for the Warrant Shares so purchased, representing the aggregate number of shares
      specified in the Exercise Agreement, shall be delivered to the holder hereof
      within a reasonable time, not exceeding five (5) business days, after this
      Warrant shall have been so exercised. The certificates so delivered shall be
      in
      such denominations as may be requested by the holder hereof and shall be
      registered in the name of such holder or such other name as shall be designated
      by such holder. If this Warrant shall have been exercised only in part, then,
      unless this Warrant has expired, the Company shall, at its expense, at the
      time
      of delivery of such certificates, deliver to the holder a new Warrant
      representing the number of shares with respect to which this Warrant shall
      not
      then have been exercised. In addition to all other available remedies at law
      or
      in equity, if the Company fails to deliver certificates for the Warrant Shares
      within five (5) business days after this Warrant is exercised, then the Company
      shall pay to the holder in cash a penalty (the “Penalty”) equal to 2% of the
      number of Warrant Shares that the holder is entitled to multiplied by the Market
      Price (as hereinafter defined) for each day that the Company fails to deliver
      certificates for the Warrant Shares. For example, if the holder is entitled
      to
      100,000 Warrant Shares and the Market Price is $2.00, then the Company shall
      pay
      to the holder $4,000 for each day that the Company fails to deliver certificates
      for the Warrant Shares. The Penalty shall be paid to the holder by the fifth
      day
      of the month following the month in which it has accrued.





Notwithstanding
      anything in this Warrant to the contrary, in no event shall the holder of this
      Warrant be entitled to exercise a number of Warrants (or portions thereof)
      in
      excess of the number of Warrants (or portions thereof) upon exercise of which
      the sum of (i) the number of shares of Common Stock beneficially owned by the
      holder and its affiliates (other than shares of Common Stock which may be deemed
      beneficially owned through the ownership of the unexercised Warrants and the
      unexercised or unconverted portion of any other securities of the Company
      (including the Notes (as defined in the Securities Purchase Agreement)) subject
      to a limitation on conversion or exercise analogous to the limitation contained
      herein) and (ii) the number of shares of Common Stock issuable upon exercise
      of
      the Warrants (or portions thereof) with respect to which the determination
      described herein is being made, would result in beneficial ownership by the
      holder and its affiliates of more than 4.9% of the outstanding shares of Common
      Stock. For purposes of the immediately preceding sentence, beneficial ownership
      shall be determined in accordance with Section 13(d) of the Securities Exchange
      Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise
      provided in clause (i) of the preceding sentence. Notwithstanding anything
      to
      the contrary contained herein, the limitation on exercise of this Warrant set
      forth herein may not be amended without (i) the written consent of the holder
      hereof and the Company and (ii) the approval of a majority of shareholders
      of
      the Company.




-2-




**2.**  **Period
      of Exercise**  **.**  **** This
      Warrant is exercisable at any time or from time to time on or after the date
      on
      which this Warrant is issued and delivered pursuant to the terms of the
      Securities Purchase Agreement and before 6:00 p.m., New York, New York time
      on
      the fifth (5 th )
      anniversary of the date of issuance (the “Exercise Period”).




**3.**  **Certain
      Agreements of the Company**  **.** The
      Company hereby covenants and agrees as follows:




**(a)**  **Shares
      to be Fully Paid**  **.** All
      Warrant Shares will, upon issuance in accordance with the terms of this Warrant,
      be validly issued, fully paid, and nonassessable and free from all taxes, liens,
      and charges with respect to the issue thereof.




**(b)**  **Reservation
      of Shares**  **.** During
      the Exercise Period, the Company shall at all times have authorized, and
      reserved for the purpose of issuance upon exercise of this Warrant, a sufficient
      number of shares of Common Stock to provide for the exercise of this
      Warrant.




**(c)**  **Listing**  **.** The
      Company shall promptly secure the listing of the shares of Common Stock issuable
      upon exercise of the Warrant upon each national securities exchange or automated
      quotation system, if any, upon which shares of Common Stock are then listed
      (subject to official notice of issuance upon exercise of this Warrant) and
      shall
      maintain, so long as any other shares of Common Stock shall be so listed, such
      listing of all shares of Common Stock from time to time issuable upon the
      exercise of this Warrant; and the Company shall so list on each national
      securities exchange or automated quotation system, as the case may be, and
      shall
      maintain such listing of, any other shares of capital stock of the Company
      issuable upon the exercise of this Warrant if and so long as any shares of
      the
      same class shall be listed on such national securities exchange or automated
      quotation system.




**(d)**  **Certain
      Actions Prohibited**  **.** The
      Company will not, by amendment of its charter or through any reorganization,
      transfer of assets, consolidation, merger, dissolution, issue or sale of
      securities, or any other voluntary action, avoid or seek to avoid the observance
      or performance of any of the terms to be observed or performed by it hereunder,
      but will at all times in good faith assist in the carrying out of all the
      provisions of this Warrant and in the taking of all such action as may
      reasonably be requested by the holder of this Warrant in order to protect the
      exercise privilege of the holder of this Warrant against dilution or other
      impairment, consistent with the tenor and purpose of this Warrant. Without
      limiting the generality of the foregoing, the Company (i) will not increase
      the
      par value of any shares of Common Stock receivable upon the exercise of this
      Warrant above the Exercise Price then in effect, and (ii) will take all such
      actions as may be necessary or appropriate in order that the Company may validly
      and legally issue fully paid and nonassessable shares of Common Stock upon
      the
      exercise of this Warrant.




**(e)**  **Successors
      and Assigns**  **.** This
      Warrant will be binding upon any entity succeeding to the Company by merger,
      consolidation, or acquisition of all or substantially all the Company’s
      assets.




**4.**  **Antidilution
      Provisions**  **.** During
      the Exercise Period, the Exercise Price and the number of Warrant Shares shall
      be subject to adjustment from time to time as provided in this Paragraph
      4.




-3-




In
      the
      event that any adjustment of the Exercise Price as required herein results
      in a
      fraction of a cent, such Exercise Price shall be rounded up to the nearest
      cent.




**(a)**  **Adjustment
      of Exercise Price and Number of Shares upon Issuance of Common
      Stock**  **.** Except
      as otherwise provided in Paragraphs 4(c) and 4(e) hereof, if and whenever on
      or
      after the date of issuance of this Warrant, the Company issues or sells, or
      in
      accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any
      shares of Common Stock for no consideration or for a consideration per share
      (before deduction of reasonable expenses or commissions or underwriting
      discounts or allowances in connection therewith) less than the Market Price
      on
      the date of issuance (a “Dilutive Issuance”), then immediately upon the Dilutive
      Issuance, the Exercise Price will be reduced to a price determined by
      multiplying the Exercise Price in effect immediately prior to the Dilutive
      Issuance by a fraction, (i) the numerator of which is an amount equal to the
      sum
      of (x) the number of shares of Common Stock actually outstanding immediately
      prior to the Dilutive Issuance, plus (y) the quotient of the aggregate
      consideration, calculated as set forth in Paragraph 4(b) hereof, received by
      the
      Company upon such Dilutive Issuance divided by the Market Price in effect
      immediately prior to the Dilutive Issuance, and (ii) the denominator of which
      is
      the total number of shares of Common Stock Deemed Outstanding (as defined below)
      immediately after the Dilutive Issuance.




**(b)**  **Effect
      on Exercise Price of Certain Events**  **.** For
      purposes of determining the adjusted Exercise Price under Paragraph 4(a) hereof,
      the following will be applicable:




**(i)**  **Issuance
      of Rights or Options**  **.** If the
      Company in any manner issues or grants any warrants, rights or options, whether
      or not immediately exercisable, to subscribe for or to purchase Common Stock
      or
      other securities convertible into or exchangeable for Common Stock (“Convertible
      Securities”) (such warrants, rights and options to purchase Common Stock or
      Convertible Securities are hereinafter referred to as “Options”) and the price
      per share for which Common Stock is issuable upon the exercise of such Options
      is less than the Market Price on the date of issuance or grant of such Options,
      then the maximum total number of shares of Common Stock issuable upon the
      exercise of all such Options will, as of the date of the issuance or grant
      of
      such Options, be deemed to be outstanding and to have been issued and sold
      by
      the Company for such price per share. For purposes of the preceding sentence,
      the “price per share for which Common Stock is issuable upon the exercise of
      such Options” is determined by dividing (i) the total amount, if any, received
      or receivable by the Company as consideration for the issuance or granting
      of
      all such Options, plus the minimum aggregate amount of additional consideration,
      if any, payable to the Company upon the exercise of all such Options, plus,
      in
      the case of Convertible Securities issuable upon the exercise of such Options,
      the minimum aggregate amount of additional consideration payable upon the
      conversion or exchange thereof at the time such Convertible Securities first
      become convertible or exchangeable, by (ii) the maximum total number of shares
      of Common Stock issuable upon the exercise of all such Options (assuming full
      conversion of Convertible Securities, if applicable). No further adjustment
      to
      the Exercise Price will be made upon the actual issuance of such Common Stock
      upon the exercise of such Options or upon the conversion or exchange of
      Convertible Securities issuable upon exercise of such Options.




**(ii)**  **Issuance
      of Convertible Securities**  **.** If the
      Company in any manner issues or sells any Convertible Securities, whether or
      not
      immediately convertible (other than where the same are issuable upon the
      exercise of Options) and the price per share for which Common Stock is issuable
      upon such conversion or exchange is less than the Market Price on the date
      of
      issuance, then the maximum total number of shares of Common Stock issuable
      upon
      the conversion or exchange of all such Convertible Securities will, as of the
      date of the issuance of such Convertible Securities, be deemed to be outstanding
      and to have been issued and sold by the Company for such price per share. For
      the purposes of the preceding sentence, the “price per share for which Common
      Stock is issuable upon such conversion or exchange” is determined by dividing
      (i) the total amount, if any, received or receivable by the Company as
      consideration for the issuance or sale of all such Convertible Securities,
      plus
      the minimum aggregate amount of additional consideration, if any, payable to
      the
      Company upon the conversion or exchange thereof at the time such Convertible
      Securities first become convertible or exchangeable, by (ii) the maximum total
      number of shares of Common Stock issuable upon the conversion or exchange of
      all
      such Convertible Securities. No further adjustment to the Exercise Price will
      be
      made upon the actual issuance of such Common Stock upon conversion or exchange
      of such Convertible Securities.


-4-


**(iii)**  **Change
      in Option Price or Conversion Rate**  **.** If there
      is a change at any time in (i) the amount of additional consideration payable
      to
      the Company upon the exercise of any Options; (ii) the amount of additional
      consideration, if any, payable to the Company upon the conversion or exchange
      of
      any Convertible Securities; or (iii) the rate at which any Convertible
      Securities are convertible into or exchangeable for Common Stock (other than
      under or by reason of provisions designed to protect against dilution), the
      Exercise Price in effect at the time of such change will be readjusted to the
      Exercise Price which would have been in effect at such time had such Options
      or
      Convertible Securities still outstanding provided for such changed additional
      consideration or changed conversion rate, as the case may be, at the time
      initially granted, issued or sold.




**(iv)**  **Treatment
      of Expired Options and Unexercised Convertible
      Securities**  **.** If, in
      any case, the total number of shares of Common Stock issuable upon exercise
      of
      any Option or upon conversion or exchange of any Convertible Securities is
      not,
      in fact, issued and the rights to exercise such Option or to convert or exchange
      such Convertible Securities shall have expired or terminated, the Exercise
      Price
      then in effect will be readjusted to the Exercise Price which would have been
      in
      effect at the time of such expiration or termination had such Option or
      Convertible Securities, to the extent outstanding immediately prior to such
      expiration or termination (other than in respect of the actual number of shares
      of Common Stock issued upon exercise or conversion thereof), never been
      issued.




**(v)**  **Calculation
      of Consideration Received**  **.** If any
      Common Stock, Options or Convertible Securities are issued, granted or sold
      for
      cash, the consideration received therefor for purposes of this Warrant will
      be
      the amount received by the Company therefor, before deduction of reasonable
      commissions, underwriting discounts or allowances or other reasonable expenses
      paid or incurred by the Company in connection with such issuance, grant or
      sale.
      In case any Common Stock, Options or Convertible Securities are issued or sold
      for a consideration part or all of which shall be other than cash, the amount
      of
      the consideration other than cash received by the Company will be the fair
      value
      of such consideration, except where such consideration consists of securities,
      in which case the amount of consideration received by the Company will be the
      Market Price thereof as of the date of receipt. In case any Common Stock,
      Options or Convertible Securities are issued in connection with any acquisition,
      merger or consolidation in which the Company is the surviving corporation,
      the
      amount of consideration therefor will be deemed to be the fair value of such
      portion of the net assets and business of the non-surviving corporation as
      is
      attributable to such Common Stock, Options or Convertible Securities, as the
      case may be. The fair value of any consideration other than cash or securities
      will be determined in good faith by the Board of Directors of the
      Company.




-5-


**(vi)**  **Exceptions
      to Adjustment of Exercise Price**  **.** No
      adjustment to the Exercise Price will be made (i) upon the exercise of any
      warrants, options or convertible securities granted, issued and outstanding
      on
      the date of issuance of this Warrant; (ii) upon the grant or exercise of any
      stock or options which may hereafter be granted or exercised under any employee
      benefit plan, stock option plan or restricted stock plan of the Company now
      existing or to be implemented in the future, so long as the issuance of such
      stock or options is unanimously approved by the Board of Directors of the
      Company or a majority of the members of a committee of independent directors
      established for such purpose; or (iii) upon the exercise of the Warrants or
      conversion of the Notes issued pursuant to the Securities Purchase
      Agreement.




**(c)**  **Subdivision
      or Combination of Common Stock**  **.** If the
      Company at any time subdivides (by any stock split, stock dividend,
      recapitalization, reorganization, reclassification or otherwise) the shares
      of
      Common Stock acquirable hereunder into a greater number of shares, then, after
      the date of record for effecting such subdivision, the Exercise Price in effect
      immediately prior to such subdivision will be proportionately reduced. If the
      Company at any time combines (by reverse stock split, recapitalization,
      reorganization, reclassification or otherwise) the shares of Common Stock
      acquirable hereunder into a smaller number of shares, then, after the date
      of
      record for effecting such combination, the Exercise Price in effect immediately
      prior to such combination will be proportionately increased.




**(d)**  **Adjustment
      in Number of Shares**  **.** Upon
      each adjustment of the Exercise Price pursuant to the provisions of this
      Paragraph 4, the number of shares of Common Stock issuable upon exercise of
      this
      Warrant shall be adjusted by multiplying a number equal to the Exercise Price
      in
      effect immediately prior to such adjustment by the number of shares of Common
      Stock issuable upon exercise of this Warrant immediately prior to such
      adjustment and dividing the product so obtained by the adjusted Exercise
      Price.




**(e)**  **Consolidation,
      Merger or Sale**  **.** In case
      of any consolidation of the Company with, or merger of the Company into any
      other corporation, or in case of any sale or conveyance of all or substantially
      all of the assets of the Company other than in connection with a plan of
      complete liquidation of the Company, then as a condition of such consolidation,
      merger or sale or conveyance, adequate provision will be made whereby the holder
      of this Warrant will have the right to acquire and receive upon exercise of
      this
      Warrant in lieu of the shares of Common Stock immediately theretofore acquirable
      upon the exercise of this Warrant, such shares of stock, securities or assets
      as
      may be issued or payable with respect to or in exchange for the number of shares
      of Common Stock immediately theretofore acquirable and receivable upon exercise
      of this Warrant had such consolidation, merger or sale or conveyance not taken
      place. In any such case, the Company will make appropriate provision to insure
      that the provisions of this Paragraph 4 hereof will thereafter be applicable
      as
      nearly as may be in relation to any shares of stock or securities thereafter
      deliverable upon the exercise of this Warrant. The Company will not effect
      any
      consolidation, merger or sale or conveyance unless prior to the consummation
      thereof, the successor corporation (if other than the Company) assumes by
      written instrument the obligations under this Paragraph 4 and the obligations
      to
      deliver to the holder of this Warrant such shares of stock, securities or assets
      as, in accordance with the foregoing provisions, the holder may be entitled
      to
      acquire.


-6-


**(f)**  **Distribution
      of Assets**  **.** In case
      the Company shall declare or make any distribution of its assets (including
      cash) to holders of Common Stock as a partial liquidating dividend, by way
      of
      return of capital or otherwise, then, after the date of record for determining
      shareholders entitled to such distribution, but prior to the date of
      distribution, the holder of this Warrant shall be entitled upon exercise of
      this
      Warrant for the purchase of any or all of the shares of Common Stock subject
      hereto, to receive the amount of such assets which would have been payable
      to
      the holder had such holder been the holder of such shares of Common Stock on
      the
      record date for the determination of shareholders entitled to such
      distribution.




**(g)**  **Notice
      of Adjustment**  **.** Upon the
      occurrence of any event which requires any adjustment of the Exercise Price,
      then, and in each such case, the Company shall give notice thereof to the holder
      of this Warrant, which notice shall state the Exercise Price resulting from
      such
      adjustment and the increase or decrease in the number of Warrant Shares
      purchasable at such price upon exercise, setting forth in reasonable detail
      the
      method of calculation and the facts upon which such calculation is based. Such
      calculation shall be certified by the Chief Financial Officer of the
      Company.




**(h)**  **Minimum
      Adjustment of Exercise Price**  **.** No
      adjustment of the Exercise Price shall be made in an amount of less than 1%
      of
      the Exercise Price in effect at the time such adjustment is otherwise required
      to be made, but any such lesser adjustment shall be carried forward and shall
      be
      made at the time and together with the next subsequent adjustment which,
      together with any adjustments so carried forward, shall amount to not less
      than
      1% of such Exercise Price.




**(i)**  **No
      Fractional Shares**  **.** No
      fractional shares of Common Stock are to be issued upon the exercise of this
      Warrant, but the Company shall pay a cash adjustment in respect of any
      fractional share which would otherwise be issuable in an amount equal to the
      same fraction of the Market Price of a share of Common Stock on the date of
      such
      exercise.




**(j)**  **Other
      Notices**  **.** In case
      at any time:




**(i)** the Company shall declare any dividend upon the Common Stock payable in shares
      of stock of any class or make any other distribution (including dividends or
      distributions payable in cash out of retained earnings) to the holders of the
      Common Stock;




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




**(iii)** there shall be any capital reorganization of the Company, or reclassification
      of
      the Common Stock, or consolidation or merger of the Company with or into, or
      sale of all or substantially all its assets to, another corporation or entity;
      or




**(iv)** there shall be a voluntary or involuntary dissolution, liquidation or winding
      up
      of the Company; then, in each such case, the Company shall give to the holder
      of
      this Warrant (a) notice of the date on which the books of the Company shall
      close or a record shall be taken for determining the holders of Common Stock
      entitled to receive any such dividend, distribution, or subscription rights
      or
      for determining the holders of Common Stock entitled to vote in respect of
      any
      such reorganization, reclassification, consolidation, merger, sale, dissolution,
      liquidation or winding-up and (b) in the case of any such reorganization,
      reclassification, consolidation, merger, sale, dissolution, liquidation or
      winding-up, notice of the date (or, if not then known, a reasonable
      approximation thereof by the Company) when the same shall take place. Such
      notice shall also specify the date on which the holders of Common Stock shall
      be
      entitled to receive such dividend, distribution, or subscription rights or
      to
      exchange their Common Stock for stock or other securities or property
      deliverable upon such reorganization, reclassification, consolidation, merger,
      sale, dissolution, liquidation, or winding-up, as the case may be. Such notice
      shall be given at least 30 days prior to the record date or the date on which
      the Company’s books are closed in respect thereto. Failure to give any such
      notice or any defect therein shall not affect the validity of the proceedings
      referred to in clauses (i), (ii), (iii) and (iv) above.


-7-


**(k)**  **Certain
      Events**  **.** If any
      event occurs of the type contemplated by the adjustment provisions of this
      Paragraph 4 but not expressly provided for by such provisions, the Company
      will
      give notice of such event as provided in Paragraph 4(g) hereof, and the
      Company’s Board of Directors will make an appropriate adjustment in the Exercise
      Price and the number of shares of Common Stock acquirable upon exercise of
      this
      Warrant so that the rights of the holder shall be neither enhanced nor
      diminished by such event.




**(l)**  **Certain
      Definitions**  **.**




**(i)**  **“**  **Common
      Stock Deemed Outstanding**  **”** shall
      mean the number of shares of Common Stock actually outstanding (not including
      shares of Common Stock held in the treasury of the Company), plus (x) pursuant
      to Paragraph 4(b)(i) hereof, the maximum total number of shares of Common Stock
      issuable upon the exercise of Options, as of the date of such issuance or grant
      of such Options, if any, and (y) pursuant to Paragraph 4(b)(ii) hereof, the
      maximum total number of shares of Common Stock issuable upon conversion or
      exchange of Convertible Securities, as of the date of issuance of such
      Convertible Securities, if any.




**(ii)**  **“**  **Market
      Price**  **,”** as of
      any date, (i) means the average of the last reported sale prices for the shares
      of Common Stock on the OTCBB for the five (5) Trading Days immediately preceding
      such date as reported by Bloomberg, or (ii) if the OTCBB is not the principal
      trading market for the shares of Common Stock, the average of the last reported
      sale prices on the principal trading market for the Common Stock during the
      same
      period as reported by Bloomberg, or (iii) if market value cannot be calculated
      as of such date on any of the foregoing bases, the Market Price shall be the
      fair market value as reasonably determined in good faith by (a) the Board of
      Directors of the Company or, at the option of a majority-in-interest of the
      holders of the outstanding Warrants by (b) an independent investment bank of
      nationally recognized standing in the valuation of businesses similar to the
      business of the corporation. The manner of determining the Market Price of
      the
      Common Stock set forth in the foregoing definition shall apply with respect
      to
      any other security in respect of which a determination as to market value must
      be made hereunder.




-8-




**(iii)**  **“**  **Common
      Stock**  **,”** for
      purposes of this Paragraph 4, includes the Common Stock, par value $.001 per
      share, and any additional class of stock of the Company having no preference
      as
      to dividends or distributions on liquidation, provided that the shares
      purchasable pursuant to this Warrant shall include only shares of Common Stock,
      par value $.001 per share, in respect of which this Warrant is exercisable,
      or
      shares resulting from any subdivision or combination of such Common Stock,
      or in
      the case of any reorganization, reclassification, consolidation, merger, or
      sale
      of the character referred to in Paragraph 4(e) hereof, the stock or other
      securities or property provided for in such Paragraph.




**5.**  **Issue
      Tax**  **.** The
      issuance of certificates for Warrant Shares upon the exercise of this Warrant
      shall be made without charge to the holder of this Warrant or such shares for
      any issuance tax or other costs in respect thereof, provided that the Company
      shall not be required to pay any tax which may be payable in respect of any
      transfer involved in the issuance and delivery of any certificate in a name
      other than the holder of this Warrant.




**6.**  **No
      Rights or Liabilities as a Shareholder**  **.** This
      Warrant shall not entitle the holder hereof to any voting rights or other rights
      as a shareholder of the Company. No provision of this Warrant, in the absence
      of
      affirmative action by the holder hereof to purchase Warrant Shares, and no
      mere
      enumeration herein of the rights or privileges of the holder hereof, shall
      give
      rise to any liability of such holder for the Exercise Price or as a shareholder
      of the Company, whether such liability is asserted by the Company or by
      creditors of the Company.




**7.**  **Transfer,
      Exchange, and Replacement of Warrant**  **.**




**(a)**  **Restriction
      on Transfer**  **.** This
      Warrant and the rights granted to the holder hereof are transferable, in whole
      or in part, upon surrender of this Warrant, together with a properly executed
      assignment in the form attached hereto, at the office or agency of the Company
      referred to in Paragraph 7(e) below, provided, however, that any transfer
      or assignment shall be subject to the conditions set forth in Paragraph 7(f)
      hereof and to the applicable provisions of the Securities Purchase Agreement.
      Until due presentment for registration of transfer on the books of the Company,
      the Company may treat the registered holder hereof as the owner and holder
      hereof for all purposes, and the Company shall not be affected by any notice
      to
      the contrary. Notwithstanding anything to the contrary contained herein, the
      registration rights described in Paragraph 8 are assignable only in accordance
      with the provisions of that certain Registration Rights Agreement, dated March
      21, 2006, by and among the Company and the other signatories thereto (the
“Registration Rights Agreement”).




**(b)**  **Warrant
      Exchangeable for Different Denominations**  **.** This
      Warrant is exchangeable, upon the surrender hereof by the holder hereof at
      the
      office or agency of the Company referred to in Paragraph 7(e) below, for new
      Warrants of like tenor representing in the aggregate the right to purchase
      the
      number of shares of Common Stock which may be purchased hereunder, each of
      such
      new Warrants to represent the right to purchase such number of shares as shall
      be designated by the holder hereof at the time of such surrender.




**(c)**  **Replacement
      of Warrant**  **.** Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction, or mutilation of this Warrant and, in the case of any such loss,
      theft, or destruction, upon delivery of an indemnity agreement reasonably
      satisfactory in form and amount to the Company, or, in the case of any such
      mutilation, upon surrender and cancellation of this Warrant, the Company, at
      its
      expense, will execute and deliver, in lieu thereof, a new Warrant of like
      tenor.


-9-




**(d)**  **Cancellation;
      Payment of Expenses**  **.** Upon the
      surrender of this Warrant in connection with any transfer, exchange, or
      replacement as provided in this Paragraph 7, this Warrant shall be promptly
      canceled by the Company. The Company shall pay all taxes (other than securities
      transfer taxes) and all other expenses (other than legal expenses, if any,
      incurred by the holder or transferees) and charges payable in connection with
      the preparation, execution, and delivery of Warrants pursuant to this Paragraph
      7.




**(e)**  **Register**  **.** The
      Company shall maintain, at its principal executive offices (or such other office
      or agency of the Company as it may designate by notice to the holder hereof),
      a
      register for this Warrant, in which the Company shall record the name and
      address of the person in whose name this Warrant has been issued, as well as
      the
      name and address of each transferee and each prior owner of this
      Warrant.




**(f)**  **Exercise
      or Transfer Without Registration**  **.** If, at
      the time of the surrender of this Warrant in connection with any exercise,
      transfer, or exchange of this Warrant, this Warrant (or, in the case of any
      exercise, the Warrant Shares issuable hereunder), shall not be registered under
      the Securities Act of 1933, as amended (the “Securities Act”) and under
      applicable state securities or blue sky laws, the Company may require, as a
      condition of allowing such exercise, transfer, or exchange, (i) that the holder
      or transferee of this Warrant, as the case may be, furnish to the Company a
      written opinion of counsel, which opinion and counsel are acceptable to the
      Company, to the effect that such exercise, transfer, or exchange may be made
      without registration under said Act and under applicable state securities or
      blue sky laws, (ii) that the holder or transferee execute and deliver to the
      Company an investment letter in form and substance acceptable to the Company
      and
      (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)
      promulgated under the Securities Act; provided that no such opinion, letter
      or
      status as an “accredited investor” shall be required in connection with a
      transfer pursuant to Rule 144 under the Securities Act. The first holder of
      this
      Warrant, by taking and holding the same, represents to the Company that such
      holder is acquiring this Warrant for investment and not with a view to the
      distribution thereof.




**8.**  **Registration
      Rights**  **.** The
      initial holder of this Warrant (and certain assignees thereof) is entitled
      to
      the benefit of such registration rights in respect of the Warrant Shares as
      are
      set forth in Section 2 of the Registration Rights Agreement.




**9.**  **Notices**  **.** All
      notices, requests, and other communications required or permitted to be given
      or
      delivered hereunder to the holder of this Warrant shall be in writing, and
      shall
      be personally delivered, or shall be sent by certified or registered mail or
      by
      recognized overnight mail courier, postage prepaid and addressed, to such holder
      at the address shown for such holder on the books of the Company, or at such
      other address as shall have been furnished to the Company by notice from such
      holder. All notices, requests, and other communications required or permitted
      to
      be given or delivered hereunder to the Company shall be in writing, and shall
      be
      personally delivered, or shall be sent by certified or registered mail or by
      recognized overnight mail courier, postage prepaid and addressed, to the office
      of the Company at 711 South Columbus Avenue, Mount Vernon, New York 10550,
      Attention: Chief Executive Officer, or at such other address as shall have
      been
      furnished to the holder of this Warrant by notice from the Company. Any such
      notice, request, or other communication may be sent by facsimile, but shall
      in
      such case be subsequently confirmed by a writing personally delivered or sent
      by
      certified or registered mail or by recognized overnight mail courier as provided
      above. All notices, requests, and other communications shall be deemed to have
      been given either at the time of the receipt thereof by the person entitled
      to
      receive such notice at the address of such person for purposes of this Paragraph
      9, or, if mailed by registered or certified mail or with a recognized overnight
      mail courier upon deposit with the United States Post Office or such overnight
      mail courier, if postage is prepaid and the mailing is properly addressed,
      as
      the case may be.


-10-




**10.**  **Governing
      Law.** **** THIS
      WARRANT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
      LAWS
      OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
      ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF
      LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE
      UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK WITH RESPECT TO
      ANY
      DISPUTE ARISING UNDER THIS WARRANT, THE AGREEMENTS ENTERED INTO IN CONNECTION
      HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES
      IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF
      SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS
      UPON
      A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE
      SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN
      SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
      BY LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH
      SUIT
      OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS
      BY
      SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH DOES NOT
      PREVAIL IN ANY DISPUTE ARISING UNDER THIS WARRANT SHALL BE RESPONSIBLE FOR
      ALL
      FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY
      IN CONNECTION WITH SUCH DISPUTE.




**11.**  **Miscellaneous.**




**(a)**  **Amendments**  **.** This
      Warrant and any provision hereof may only be amended by an instrument in writing
      signed by the Company and the holder hereof.




**(b)**  **Descriptive
      Headings**  **.** The
      descriptive headings of the several paragraphs of this Warrant are inserted
      for
      purposes of reference only, and shall not affect the meaning or construction
      of
      any of the provisions hereof.




**(c)**  **Cashless
      Exercise**  **.** Notwithstanding anything to the contrary contained in this Warrant, if the
      resale of the Warrant Shares by the holder is not then registered pursuant
      to an
      effective registration statement under the Securities Act, this Warrant may
      be
      exercised by presentation and surrender of this Warrant to the Company at its
      principal executive offices with a written notice of the holder’s intention to
      effect a cashless exercise, including a calculation of the number of shares
      of
      Common Stock to be issued upon such exercise in accordance with the terms hereof
      (a “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying
      the Exercise Price in cash, the holder shall surrender this Warrant for that
      number of shares of Common Stock determined by multiplying the number of Warrant
      Shares to which it would otherwise be entitled by a fraction, the numerator
      of
      which shall be the difference between the then current Market Price per share
      of
      the Common Stock and the Exercise Price, and the denominator of which shall
      be
      the then current Market Price per share of Common Stock. For example, if the
      holder is exercising 100,000 Warrants with a per Warrant exercise price of
      $0.75
      per share through a cashless exercise when the Common Stock’s current Market
      Price per share is $2.00 per share, then upon such Cashless Exercise the holder
      will receive 62,500 shares of Common Stock.




-11-


**(d)**  **Remedies** . The
      Company acknowledges that a breach by it of its obligations hereunder will
      cause
      irreparable harm to the holder, by vitiating the intent and purpose of the
      transaction contemplated hereby. Accordingly, the Company acknowledges that
      the
      remedy at law for a breach of its obligations under this Warrant will be
      inadequate and agrees, in the event of a breach or threatened breach by the
      Company of the provisions of this Warrant, that the holder shall be entitled,
      in
      addition to all other available remedies at law or in equity, and in addition
      to
      the penalties assessable herein, to an injunction or injunctions restraining,
      preventing or curing any breach of this Warrant and to enforce specifically
      the
      terms and provisions thereof, without the necessity of showing economic loss
      and
      without any bond or other security being required.




[REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]


-12-




**IN
      WITNESS WHEREOF,** the
      Company has caused this Warrant to be signed by its duly authorized
      officer.




**CLICKABLE
                ENTERPRISES, INC.**By:Nicholas
                CirilloPresidentDated
                as of March 21, 2006









**FORM
      OF EXERCISE AGREEMENT**




Dated:
      ________ __, 200_




To:
        ______________________




The
      undersigned, pursuant to the provisions set forth in the within Warrant, hereby
      agrees to purchase ________ shares of Common Stock covered by such Warrant,
      and
      makes payment herewith in full therefor at the price per share provided by
      such
      Warrant in cash or by certified or official bank check in the amount of, or,
      if
      the resale of such Common Stock by the undersigned is not currently registered
      pursuant to an effective registration statement under the Securities Act of
      1933, as amended, by surrender of securities issued by the Company (including
      a
      portion of the Warrant) having a market value (in the case of a portion of
      this
      Warrant, determined in accordance with Section 11(c) of the Warrant) equal
      to
      $_________. Please issue a certificate or certificates for such shares of Common
      Stock in the name of and pay any cash for any fractional share to:




Name:Signature:Address:Note:
            The
                above signature should correspond exactly with the name on the face
                of the
                within Warrant, if applicable.





and,
      if
      said number of shares of Common Stock shall not be all the shares purchasable
      under the within Warrant, a new Warrant is to be issued in the name of said
      undersigned covering the balance of the shares purchasable thereunder less
      any
      fraction of a share paid in cash.








**FORM
      OF ASSIGNMENT**




**FOR
      VALUE RECEIVED** , the
      undersigned hereby sells, assigns, and transfers all the rights of the
      undersigned under the within Warrant, with respect to the number of shares
      of
      Common Stock covered thereby set forth hereinbelow, to:





Name
                of Assignee
            
            Address
            
            No
                of Shares




,
      and
      hereby irrevocably constitutes and appoints ___________________________________
      as agent and attorney-in-fact to transfer said Warrant on the books of the
      within-named corporation, with full power of substitution in the
      premises.




Dated:
        ________ __, 200_




In
                the presence of::Name:Signature:Title
                of Signing Officer or Agent (if any):Address:Note:     
                The above signature should correspond exactly with the name on the
                face of
                the within Warrant, if
                applicable.








**SECURITY
      AGREEMENT**




SECURITY
      AGREEMENT (this “ Agreement ”),
      dated
      as of March 21, 2006, by and among Clickable Enterprises, Inc., a Delaware
      corporation (“ Company ”),
      and
      the secured parties signatory hereto and their respective endorsees, transferees
      and assigns (collectively, the “ Secured
      Party ”).




WITNESSETH:




WHEREAS,
      pursuant to a Securities Purchase Agreement, dated as of March 21, 2006, between
      Company and the Secured Party (the “ Purchase
      Agreement ”),
      Company has agreed to issue to the Secured Party and the Secured Party has
      agreed to purchase from Company certain of Company’s 6% Secured Convertible
      Debentures, due one year from the date of issue (the “ Debentures ”),
      which
      are convertible into shares of Company’s Common Stock, par value $.001 per share
      (the “ Common
      Stock ”).
      In
      connection therewith, Company shall issue the Secured Party certain Common
      Stock
      purchase warrants dated as of the date hereof to purchase the number of shares
      of Common Stock indicated below each Secured Party’s name on the Purchase
      Agreement (the “ Warrants ”);
      and




WHEREAS,
      in order to induce the Secured Party to purchase the Debentures, Company has
      agreed to execute and deliver to the Secured Party this Agreement for the
      benefit of the Secured Party and to grant to it a first priority security
      interest in certain property of Company to secure the prompt payment,
      performance and discharge in full of all of Company’s obligations under the
      Debentures and exercise and discharge in full of Company’s obligations under the
      Warrants.




NOW,
      THEREFORE, in consideration of the agreements herein contained and for other
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties hereto hereby agree as follows:




1. Certain
      Definitions . As
      used in this Agreement, the following terms shall have the meanings set forth
      in
      this Section 1. Terms used but not otherwise defined in this Agreement that
      are
      defined in Article 9 of the UCC (such as “ general
      intangibles ”
and
“ proceeds ”)
      shall
      have the respective meanings given such terms in Article 9 of the
      UCC.




(a)
         “ Collateral ”
means
      the collateral in which the Secured Party is granted a security interest by
      this
      Agreement and which shall include the following, whether presently owned or
      existing or hereafter acquired or coming into existence, and all additions
      and
      accessions thereto and all substitutions and replacements thereof, and all
      proceeds, products and accounts thereof, including, without limitation, all
      proceeds from the sale or transfer of the Collateral and of insurance covering
      the same and of any tort claims in connection therewith:




(i)
         All Goods of the Company, including, without limitations, all
      machinery, equipment, computers, motor vehicles, trucks, tanks, boats, ships,
      appliances, furniture, special and general tools, fixtures, test and quality
      control devices and other equipment of every kind and nature and wherever
      situated, together with all documents of title and documents representing the
      same, all additions and accessions thereto, replacements therefor, all parts
      therefor, and all substitutes for any of the foregoing and all other items
      used
      and useful in connection with the Company’s businesses and all improvements
      thereto (collectively, the “ Equipment ”);
      and







(ii)
         All Inventory of the Company; and




(iii)
         All of the Company’s contract rights and general intangibles,
      including, without limitation, all partnership interests, stock or other
      securities, licenses, distribution and other agreements, computer software
      development rights, leases, franchises, customer lists, quality control
      procedures, grants and rights, goodwill, trademarks, service marks, trade
      styles, trade names, patents, patent applications, copyrights, deposit accounts,
      and income tax refunds (collectively, the “ General
      Intangibles ”);
      and




(iv)
         All Receivables of the Company including all insurance proceeds,
      and rights to refunds or indemnification whatsoever owing, together with all
      instruments, all documents of title representing any of the foregoing, all
      rights in any merchandising, goods, equipment, motor vehicles and trucks which
      any of the same may represent, and all right, title, security and guaranties
      with respect to each Receivable, including any right of stoppage in transit;
      and




(v)
         All of the Company’s documents, instruments and chattel paper,
      files, records, books of account, business papers, computer programs and the
      products and proceeds of all of the foregoing Collateral set forth in clauses
      (i)-(iv) above; and




(vi)
         All of the Company’s shares of stock of the subsidiaries of the
      Company, including, without limitation, all of the Company’s shares of stock of
      Clickable Oil, Inc.




(b)
         “ Company ”
shall
      mean, collectively, Company and all of the subsidiaries of Company (including,
      without limitation, Clickable Oil, Inc.), a list of which is contained in Schedule
      A ,
      attached hereto.




(c)
         “ Obligations ”
means
      all of the Company’s obligations under this Agreement and the Debentures, in
      each case, whether now or hereafter existing, voluntary or involuntary, direct
      or indirect, absolute or contingent, liquidated or unliquidated, whether or
      not
      jointly owed with others, and whether or not from time to time decreased or
      extinguished and later decreased, created or incurred, and all or any portion
      of
      such obligations or liabilities that are paid, to the extent all or any part
      of
      such payment is avoided or recovered directly or indirectly from the Secured
      Party as a preference, fraudulent transfer or otherwise as such obligations
      may
      be amended, supplemented, converted, extended or modified from time to
      time.




(d)
         “ UCC ”
means
      the Uniform Commercial Code, as currently in effect in the State of New
      York.


2




2. Grant
      of Security Interest . As an
      inducement for the Secured Party to purchase the Debentures and to secure the
      complete and timely payment, performance and discharge in full, as the case
      may
      be, of all of the Obligations, the Company hereby, unconditionally and
      irrevocably, pledges, grants and hypothecates to the Secured Party, a continuing
      security interest in, a continuing first lien upon, an unqualified right to
      possession and disposition of and a right of set-off against, in each case
      to
      the fullest extent permitted by law, all of the Company’s right, title and
      interest of whatsoever kind and nature (including, without limitation, all
      of
      Clickable Oil, Inc.’s rights) in and to the Collateral (the “ Security
      Interest ”).




3. Representations,
      Warranties, Covenants and Agreements of the Company . The
      Company represents and warrants to, and covenants and agrees with, the Secured
      Party as follows:




(a)
         The Company has the requisite corporate power and authority to
      enter into this Agreement and otherwise to carry out its obligations thereunder.
      The execution, delivery and performance by the Company of this Agreement and
      the
      filings contemplated therein have been duly authorized by all necessary action
      on the part of the Company and no further action is required by the Company.
      This Agreement constitutes a legal, valid and binding obligation of the Company
      enforceable in accordance with its terms, except as enforceability may be
      limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
      affecting the enforcement of creditor’s rights generally.




(b)
         The Company represents and warrants that it has no place of
      business or offices where its respective books of account and records are kept
      (other than temporarily at the offices of its attorneys or accountants) or
      places where Collateral is stored or located, except as set forth on Schedule
      A attached
      hereto;




(c)
         The Company is the sole owner of the Collateral (except for
      non-exclusive licenses granted by the Company in the ordinary course of
      business), free and clear of any liens, security interests, encumbrances, rights
      or claims, other than as previously granted to secured party and their
      affiliates, and is fully authorized to grant the Security Interest in and to
      pledge the Collateral. There is not on file in any governmental or regulatory
      authority, agency or recording office an effective financing statement, security
      agreement, license or transfer or any notice of any of the foregoing (other
      than
      those that have been filed in favor of the Secured Party pursuant to this
      Agreement) covering or affecting any of the Collateral. So long as this
      Agreement shall be in effect, the Company shall not execute and shall not
      knowingly permit to be on file in any such office or agency any such financing
      statement or other document or instrument (except to the extent filed or
      recorded in favor of the Secured Party pursuant to the terms of this
      Agreement).




(d)
         No part of the Collateral has been judged invalid or unenforceable.
      No written claim has been received that any Collateral or the Company’s use of
      any Collateral violates the rights of any third party. There has been no adverse
      decision to the Company’s claim of ownership rights in or exclusive rights to
      use the Collateral in any jurisdiction or to the Company’s right to keep and
      maintain such Collateral in full force and effect, and there is no proceeding
      involving said rights pending or, to the best knowledge of the Company,
      threatened before any court, judicial body, administrative or regulatory agency,
      arbitrator or other governmental authority.




3




(e)
         The Company shall at all times maintain its books of account and
      records relating to the Collateral at its principal place of business and its
      Collateral at the locations set forth on Schedule
      A attached
      hereto and may not relocate such books of account and records or tangible
      Collateral unless it delivers to the Secured Party at least 30 days prior to
      such relocation (i) written notice of such relocation and the new location
      thereof (which must be within the United States) and (ii) evidence that
      appropriate financing statements and other necessary documents have been filed
      and recorded and other steps have been taken to perfect the Security Interest
      to
      create in favor of the Secured Party valid, perfected and continuing first
      priority liens in the Collateral.




(f)
         This Agreement creates in favor of the Secured Party a valid
      security interest in the Collateral securing the payment and performance of
      the
      Obligations and, upon making the filings described in the immediately following
      sentence, a perfected first priority security interest in such Collateral.
      Except for the filing of financing statements on Form-1 under the UCC with
      the
      jurisdictions indicated on Schedule
      B ,
      attached hereto, no authorization or approval of or filing with or notice to
      any
      governmental authority or regulatory body is required either (i) for the grant
      by the Company of, or the effectiveness of, the Security Interest granted hereby
      or for the execution, delivery and performance of this Agreement by the Company
      or (ii) for the perfection of or exercise by the Secured Party of its rights
      and
      remedies hereunder.




(g)
         On the date of execution of this Agreement, the Company will
      deliver to the Secured Party one or more executed UCC financing statements
      on
      Form-1 with respect to the Security Interest for filing with the jurisdictions
      indicated on Schedule
      B ,
      attached hereto and in such other jurisdictions as may be requested by the
      Secured Party.




(h)
         The execution, delivery and performance of this Agreement does not
      conflict with or cause a breach or default, or an event that with or without
      the
      passage of time or notice, shall constitute a breach or default, under any
      agreement to which the Company is a party or by which the Company is bound.
      No
      consent (including, without limitation, from stock holders or creditors of
      the
      Company) is required for the Company to enter into and perform its obligations
      hereunder.




(i)
         The Company shall at all times maintain the liens and Security
      Interest provided for hereunder as valid and perfected first priority liens
      and
      security interests in the Collateral in favor of the Secured Party until this
      Agreement and the Security Interest hereunder shall terminate pursuant to
      Section 11. The Company hereby agrees to defend the same against any and all
      persons. The Company shall safeguard and protect all Collateral for the account
      of the Secured Party. At the request of the Secured Party, the Company will
      sign
      and deliver to the Secured Party at any time or from time to time one or more
      financing statements pursuant to the UCC (or any other applicable statute)
      in
      form reasonably satisfactory to the Secured Party and will pay the cost of
      filing the same in all public offices wherever filing is, or is deemed by the
      Secured Party to be, necessary or desirable to effect the rights and obligations
      provided for herein. Without limiting the generality of the foregoing, the
      Company shall pay all fees, taxes and other amounts necessary to maintain the
      Collateral and the Security Interest hereunder, and the Company shall obtain
      and
      furnish to the Secured Party from time to time, upon demand, such releases
      and/or subordinations of claims and liens which may be required to maintain
      the
      priority of the Security Interest hereunder.




4




(j)
         The Company will not transfer, pledge, hypothecate, encumber,
      license (except for non-exclusive licenses granted by the Company in the
      ordinary course of business), sell or otherwise dispose of any of the Collateral
      without the prior written consent of the Secured Party.




(k)
         The Company shall keep and preserve its Equipment, Inventory and
      other tangible Collateral in good condition, repair and order and shall not
      operate or locate any such Collateral (or cause to be operated or located)
      in
      any area excluded from insurance coverage.




(l)
         The Company shall, within ten (10) days of obtaining knowledge
      thereof, advise the Secured Party promptly, in sufficient detail, of any
      substantial change in the Collateral, and of the occurrence of any event which
      would have a material adverse effect on the value of the Collateral or on the
      Secured Party’s security interest therein.




(m)
         The Company shall promptly execute and deliver to the Secured Party
      such further deeds, mortgages, assignments, security agreements, financing
      statements or other instruments, documents, certificates and assurances and
      take
      such further action as the Secured Party may from time to time request and
      may
      in its sole discretion deem necessary to perfect, protect or enforce its
      security interest in the Collateral including, without limitation, the execution
      and delivery of a separate security agreement with respect to the Company’s
      intellectual property (“ Intellectual
      Property Security Agreement ”)
      in
      which the Secured Party has been granted a security interest hereunder,
      substantially in a form acceptable to the Secured Party, which Intellectual
      Property Security Agreement, other than as stated therein, shall be subject
      to
      all of the terms and conditions hereof.




(n)
         The Company shall permit the Secured Party and its representatives
      and agents to inspect the Collateral at any time, and to make copies of records
      pertaining to the Collateral as may be requested by the Secured Party from
      time
      to time.




(o)
         The Company will take all steps reasonably necessary to diligently
      pursue and seek to preserve, enforce and collect any rights, claims, causes
      of
      action and accounts receivable in respect of the Collateral.




(p)
         The Company shall promptly notify the Secured Party in sufficient
      detail upon becoming aware of any attachment, garnishment, execution or other
      legal process levied against any Collateral and of any other information
      received by the Company that may materially affect the value of the Collateral,
      the Security Interest or the rights and remedies of the Secured Party
      hereunder.




(q)
         All information heretofore, herein or hereafter supplied to the
      Secured Party by or on behalf of the Company with respect to the Collateral
      is
      accurate and complete in all material respects as of the date
      furnished.





5




(r) Schedule
      A attached
      hereto contains a list of all of the subsidiaries of Company.




4. Defaults . The
      following events shall be “ Events
      of Default ”:




(a)
         The occurrence of an Event of Default (as defined in the
      Debentures) under the Debentures;




(b)
         Any representation or warranty of the Company in this Agreement or
      in the Intellectual Property Security Agreement shall prove to have been
      incorrect in any material respect when made;




(c)
         The failure by the Company to observe or perform any of its
      obligations hereunder or in the Intellectual Property Security Agreement for
      ten
      (10) days after receipt by the Company of notice of such failure from the
      Secured Party; and




(d)
         Any breach of, or default under, the Warrants.




5. Duty
      To Hold In Trust . Upon
      the occurrence of any Event of Default and at any time thereafter, the Company
      shall, upon receipt by it of any revenue, income or other sums subject to the
      Security Interest, whether payable pursuant to the Debentures or otherwise,
      or
      of any check, draft, note, trade acceptance or other instrument evidencing
      an
      obligation to pay any such sum, hold the same in trust for the Secured Party
      and
      shall forthwith endorse and transfer any such sums or instruments, or both,
      to
      the Secured Party for application to the satisfaction of the
      Obligations.




6. Rights
      and Remedies Upon Default . Upon
      occurrence of any Event of Default and at any time thereafter, the Secured
      Party
      shall have the right to exercise all of the remedies conferred hereunder and
      under the Debentures, and the Secured Party shall have all the rights and
      remedies of a secured party under the UCC and/or any other applicable law
      (including the Uniform Commercial Code of any jurisdiction in which any
      Collateral is then located). Without limitation, the Secured Party shall have
      the following rights and powers:




(a)
         The Secured Party shall have the right to take possession of the
      Collateral and, for that purpose, enter, with the aid and assistance of any
      person, any premises where the Collateral, or any part thereof, is or may be
      placed and remove the same, and the Company shall assemble the Collateral and
      make it available to the Secured Party at places which the Secured Party shall
      reasonably select, whether at the Company’s premises or elsewhere, and make
      available to the Secured Party, without rent, all of the Company’s respective
      premises and facilities for the purpose of the Secured Party taking possession
      of, removing or putting the Collateral in saleable or disposable
      form.




(b)
         The Secured Party shall have the right to operate the business of
      the Company using the Collateral and shall have the right to assign, sell,
      lease
      or otherwise dispose of and deliver all or any part of the Collateral, at public
      or private sale or otherwise, either with or without special conditions or
      stipulations, for cash or on credit or for future delivery, in such parcel
      or
      parcels and at such time or times and at such place or places, and upon such
      terms and conditions as the Secured Party may deem commercially reasonable,
      all
      without (except as shall be required by applicable statute and cannot be waived)
      advertisement or demand upon or notice to the Company or right of redemption
      of
      the Company, which are hereby expressly waived. Upon each such sale, lease,
      assignment or other transfer of Collateral, the Secured Party may, unless
      prohibited by applicable law which cannot be waived, purchase all or any part
      of
      the Collateral being sold, free from and discharged of all trusts, claims,
      right
      of redemption and equities of the Company, which are hereby waived and
      released.


6




7. Applications
      of Proceeds . The
      proceeds of any such sale, lease or other disposition of the Collateral
      hereunder shall be applied first, to the expenses of retaking, holding, storing,
      processing and preparing for sale, selling, and the like (including, without
      limitation, any taxes, fees and other costs incurred in connection therewith)
      of
      the Collateral, to the reasonable attorneys’ fees and expenses incurred by the
      Secured Party in enforcing its rights hereunder and in connection with
      collecting, storing and disposing of the Collateral, and then to satisfaction
      of
      the Obligations, and to the payment of any other amounts required by applicable
      law, after which the Secured Party shall pay to the Company any surplus
      proceeds. If, upon the sale, license or other disposition of the Collateral,
      the
      proceeds thereof are insufficient to pay all amounts to which the Secured Party
      is legally entitled, the Company will be liable for the deficiency, together
      with interest thereon, at the rate of 15% per annum (the “ Default
      Rate ”),
      and
      the reasonable fees of any attorneys employed by the Secured Party to collect
      such deficiency. To the extent permitted by applicable law, the Company waives
      all claims, damages and demands against the Secured Party arising out of the
      repossession, removal, retention or sale of the Collateral, unless due to the
      gross negligence or willful misconduct of the Secured Party.




8. Costs
      and Expenses. The
      Company agrees to pay all out-of-pocket fees, costs and expenses incurred in
      connection with any filing required hereunder, including without limitation,
      any
      financing statements, continuation statements, partial releases and/or
      termination statements related thereto or any expenses of any searches
      reasonably required by the Secured Party. The Company shall also pay all other
      claims and charges which in the reasonable opinion of the Secured Party might
      prejudice, imperil or otherwise affect the Collateral or the Security Interest
      therein. The Company will also, upon demand, pay to the Secured Party the amount
      of any and all reasonable expenses, including the reasonable fees and expenses
      of its counsel and of any experts and agents, which the Secured Party may incur
      in connection with (i) the enforcement of this Agreement, (ii) the custody
      or
      preservation of, or the sale of, collection from, or other realization upon,
      any
      of the Collateral, or (iii) the exercise or enforcement of any of the rights
      of
      the Secured Party under the Debentures. Until so paid, any fees payable
      hereunder shall be added to the principal amount of the Debentures and shall
      bear interest at the Default Rate.




9. Responsibility
      for Collateral . The
      Company assumes all liabilities and responsibility in connection with all
      Collateral, and the obligations of the Company hereunder or under the Debentures
      and the Warrants shall in no way be affected or diminished by reason of the
      loss, destruction, damage or theft of any of the Collateral or its
      unavailability for any reason.




10. Security
      Interest Absolute . All
      rights of the Secured Party and all Obligations of the Company hereunder, shall
      be absolute and unconditional, irrespective of: (a) any lack of validity or
      enforceability of this Agreement, the Debentures, the Warrants or any agreement
      entered into in connection with the foregoing, or any portion hereof or thereof;
      (b) any change in the time, manner or place of payment or performance of, or
      in
      any other term of, all or any of the Obligations, or any other amendment or
      waiver of or any consent to any departure from the Debentures, the Warrants
      or
      any other agreement entered into in connection with the foregoing; (c) any
      exchange, release or nonperfection of any of the Collateral, or any release
      or
      amendment or waiver of or consent to departure from any other collateral for,
      or
      any guaranty, or any other security, for all or any of the Obligations; (d)
      any
      action by the Secured Party to obtain, adjust, settle and cancel in its sole
      discretion any insurance claims or matters made or arising in connection with
      the Collateral; or (e) any other circumstance which might otherwise constitute
      any legal or equitable defense available to the Company, or a discharge of
      all
      or any part of the Security Interest granted hereby. Until the Obligations
      shall
      have been paid and performed in full, the rights of the Secured Party shall
      continue even if the Obligations are barred for any reason, including, without
      limitation, the running of the statute of limitations or bankruptcy. The Company
      expressly waives presentment, protest, notice of protest, demand, notice of
      nonpayment and demand for performance. In the event that at any time any
      transfer of any Collateral or any payment received by the Secured Party
      hereunder shall be deemed by final order of a court of competent jurisdiction
      to
      have been a voidable preference or fraudulent conveyance under the bankruptcy
      or
      insolvency laws of the United States, or shall be deemed to be otherwise due
      to
      any party other than the Secured Party, then, in any such event, the Company’s
      obligations hereunder shall survive cancellation of this Agreement, and shall
      not be discharged or satisfied by any prior payment thereof and/or cancellation
      of this Agreement, but shall remain a valid and binding obligation enforceable
      in accordance with the terms and provisions hereof. The Company waives all
      right
      to require the Secured Party to proceed against any other person or to apply
      any
      Collateral which the Secured Party may hold at any time, or to marshal assets,
      or to pursue any other remedy. The Company waives any defense arising by reason
      of the application of the statute of limitations to any obligation secured
      hereby.


7




11. Term
      of Agreement . This
      Agreement and the Security Interest shall terminate on the date on which all
      payments under the Debentures have been made in full and all other Obligations
      have been paid or discharged. Upon such termination, the Secured Party, at
      the
      request and at the expense of the Company, will join in executing any
      termination statement with respect to any financing statement executed and
      filed
      pursuant to this Agreement.




12. Power
      of Attorney; Further Assurances .




(a)
         The Company authorizes the Secured Party, and does hereby make,
      constitute and appoint it, and its respective officers, agents, successors
      or
      assigns with full power of substitution, as the Company’s true and lawful
      attorney-in-fact, with power, in its own name or in the name of the Company,
      to,
      after the occurrence and during the continuance of an Event of Default, (i)
      endorse any notes, checks, drafts, money orders, or other instruments of payment
      (including payments payable under or in respect of any policy of insurance)
      in
      respect of the Collateral that may come into possession of the Secured Party;
      (ii) to sign and endorse any UCC financing statement or any invoice, freight
      or
      express bill, bill of lading, storage or warehouse receipts, drafts against
      debtors, assignments, verifications and notices in connection with accounts,
      and
      other documents relating to the Collateral; (iii) to pay or discharge taxes,
      liens, security interests or other encumbrances at any time levied or placed
      on
      or threatened against the Collateral; (iv) to demand, collect, receipt for,
      compromise, settle and sue for monies due in respect of the Collateral; and
      (v)
      generally, to do, at the option of the Secured Party, and at the Company’s
      expense, at any time, or from time to time, all acts and things which the
      Secured Party deems necessary to protect, preserve and realize upon the
      Collateral and the Security Interest granted therein in order to effect the
      intent of this Agreement, the Debentures and the Warrants, all as fully and
      effectually as the Company might or could do; and the Company hereby ratifies
      all that said attorney shall lawfully do or cause to be done by virtue hereof.
      This power of attorney is coupled with an interest and shall be irrevocable
      for
      the term of this Agreement and thereafter as long as any of the Obligations
      shall be outstanding.


8




(b)
         On a continuing basis, the Company will make, execute, acknowledge,
      deliver, file and record, as the case may be, in the proper filing and recording
      places in any jurisdiction, including, without limitation, the jurisdictions
      indicated on Schedule
      B ,
      attached hereto, all such instruments, and take all such action as may
      reasonably be deemed necessary or advisable, or as reasonably requested by
      the
      Secured Party, to perfect the Security Interest granted hereunder and otherwise
      to carry out the intent and purposes of this Agreement, or for assuring and
      confirming to the Secured Party the grant or perfection of a security interest
      in all the Collateral.




(c)
         The Company hereby irrevocably appoints the Secured Party as the
      Company’s attorney-in-fact, with full authority in the place and stead of the
      Company and in the name of the Company, from time to time in the Secured Party’s
      discretion, to take any action and to execute any instrument which the Secured
      Party may deem necessary or advisable to accomplish the purposes of this
      Agreement, including the filing, in its sole discretion, of one or more
      financing or continuation statements and amendments thereto, relative to any
      of
      the Collateral without the signature of the Company where permitted by
      law.




13. Notices . All
      notices, requests, demands and other communications hereunder shall be in
      writing, with copies to all the other parties hereto, and shall be deemed to
      have been duly given when (i) if delivered by hand, upon receipt, (ii) if sent
      by facsimile, upon receipt of proof of sending thereof, (iii) if sent by
      nationally recognized overnight delivery service (receipt requested), the next
      business day or (iv) if mailed by first-class registered or certified mail,
      return receipt requested, postage prepaid, four days after posting in the U.S.
      mails, in each case if delivered to the following addresses:




If
                to the Company:
            
            Clickable
                Enterprises, Inc.
              711
                South Columbus Avenue
              Mount
                Vernon, New York 10550
              Attention:
                President
              Telephone:
                (914) 699-5190
              E-mail:
                nick.cirillo@clickableoil.comWith
                copies to:
            
            Eckert
                Seamens Cherin & Mellott, LLC
              1515
                Market Street, 9thFloor
              Philadelphia,
                Pennsylvania 19102
              Attention:
                Gary A. M iller, Esq.
              Telephone:
                215-851-8472
              Facsimile:
                215-851-8383
              Email:
                gmiller@eckertseamens.com





9






If
                to the Secured Party:
            
            AJW
                Partners, LLC
              AJW
                Offshore, Ltd.
              AJW
                Qualified Partners, LLC
              1044
                Northern Boulevard
              Suite
                302
              Roslyn,
                New York 11576
              Attention:
                Corey Ribotsky
              Facsimile:
                516-739-7115With
                copies to:Ballard
                  Spahr Andrews & Ingersoll, LLP
                1735
                  Market Street, 51stFloor
                Philadelphia,
                  Pennsylvania 19103
                Attention:
                  Gerald J. Guarcini, Esq.
                Facsimile:
                  215-864-8999






14. Other
      Security . To the
      extent that the Obligations are now or hereafter secured by property other
      than
      the Collateral or by the guarantee, endorsement or property of any other person,
      firm, corporation or other entity, then the Secured Party shall have the right,
      in its sole discretion, to pursue, relinquish, subordinate, modify or take
      any
      other action with respect thereto, without in any way modifying or affecting
      any
      of the Secured Party’s rights and remedies hereunder.




15. Miscellaneous .




(a)
         No course of dealing between the Company and the Secured Party, nor
      any failure to exercise, nor any delay in exercising, on the part of the Secured
      Party, any right, power or privilege hereunder or under the Debentures shall
      operate as a waiver thereof; nor shall any single or partial exercise of any
      right, power or privilege hereunder or thereunder preclude any other or further
      exercise thereof or the exercise of any other right, power or
      privilege.




(b)
         All of the rights and remedies of the Secured Party with respect to
      the Collateral, whether established hereby or by the Debentures or by any other
      agreements, instruments or documents or by law shall be cumulative and may
      be
      exercised singly or concurrently.




(c)
         This Agreement constitutes the entire agreement of the parties with
      respect to the subject matter hereof and is intended to supersede all prior
      negotiations, understandings and agreements with respect thereto. Except as
      specifically set forth in this Agreement, no provision of this Agreement may
      be
      modified or amended except by a written agreement specifically referring to
      this
      Agreement and signed by the parties hereto.




(d)
         In the event that any provision of this Agreement is held to be
      invalid, prohibited or unenforceable in any jurisdiction for any reason, unless
      such provision is narrowed by judicial construction, this Agreement shall,
      as to
      such jurisdiction, be construed as if such invalid, prohibited or unenforceable
      provision had been more narrowly drawn so as not to be invalid, prohibited
      or
      unenforceable. If, notwithstanding the foregoing, any provision of this
      Agreement is held to be invalid, prohibited or unenforceable in any
      jurisdiction, such provision, as to such jurisdiction, shall be ineffective
      to
      the extent of such invalidity, prohibition or unenforceability without
      invalidating the remaining portion of such provision or the other provisions
      of
      this Agreement and without affecting the validity or enforceability of such
      provision or the other provisions of this Agreement in any other
      jurisdiction.





10




(e)
         No waiver of any breach or default or any right under this
      Agreement shall be considered valid unless in writing and signed by the party
      giving such waiver, and no such waiver shall be deemed a waiver of any
      subsequent breach or default or right, whether of the same or similar nature
      or
      otherwise.




(f)
         This Agreement shall be binding upon and inure to the benefit of
      each party hereto and its successors and assigns.




(g)
         Each party shall take such further action and execute and deliver
      such further documents as may be necessary or appropriate in order to carry
      out
      the provisions and purposes of this Agreement.




(h)
         This Agreement shall be construed in accordance with the laws of
      the State of New York, except to the extent the validity, perfection or
      enforcement of a security interest hereunder in respect of any particular
      Collateral which are governed by a jurisdiction other than the State of New
      York
      in which case such law shall govern. Each of the parties hereto irrevocably
      submit to the exclusive jurisdiction of any New York State or United States
      Federal court sitting in Manhattan county over any action or proceeding arising
      out of or relating to this Agreement, and the parties hereto hereby irrevocably
      agree that all claims in respect of such action or proceeding may be heard
      and
      determined in such New York State or Federal court. The parties hereto agree
      that a final judgment in any such action or proceeding shall be conclusive
      and
      may be enforced in other jurisdictions by suit on the judgment or in any other
      manner provided by law. The parties hereto further waive any objection to venue
      in the State of New York and any objection to an action or proceeding in the
      State of New York on the basis of forum non conveniens.




(i)
         EACH PARTY HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A
      JURY TRAIL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
      AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY
      DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATER
      OF
      THIS AGREEMENT, INCLUDING WITHOUT LIMITATION CONTRACT CLAIMS, TORT CLAIMS,
      BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY
      HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY
      TO
      ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH PARTY HAS ALREADY RELIED ON THIS
      WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH PARTY WILL CONTINUE TO
      RELY
      ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY FURTHER WARRANTS
      AND
      REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT
      SUCH PARTY HAS KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHTS TO A JURY TRIAL
      FOLLOWING SUCH CONSULTATION. THIS WAIVER IS IRREVOCABLE, MEANING THAT,
      NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IT MAY NOT BE MODIFIED EITHER
      ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
      RENEWALS AND SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF
      A
      LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY
      THE
      COURT.


11




(j)
         This Agreement may be executed in any number of counterparts, each
      of which when so executed shall be deemed to be an original and, all of which
      taken together shall constitute one and the same Agreement. In the event that
      any signature is delivered by facsimile transmission, such signature shall
      create a valid binding obligation of the party executing (or on whose behalf
      such signature is executed) the same with the same force and effect as if such
      facsimile signature were the original thereof.




[REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]


12




IN
      WITNESS WHEREOF, the parties hereto have caused this Security Agreement to
      be
      duly executed on the day and year first above written.




**CLICKABLE
                ENTERPRISES, INC.**By:Nicholas
                Cirillo
              President




**AJW
                PARTNERS, LLC**
              By:
                SMS Group, LLCBy:Corey
                S. Ribotsky
              Manager




**AJW
                OFFSHORE, LTD.**
              By:
                First Street Manager II, LLCBy:Corey
                S. Ribotsky
              Manager





**AJW
                QUALIFIED PARTNERS, LLC**
              By:
                AJW Manager, LLCBy:Corey
                S. Ribotsky
              Manager




B-1







**INTELLECTUAL
      PROPERTY SECURITY AGREEMENT**




INTELLECTUAL
      PROPERTY SECURITY AGREEMENT ( this “Agreement ” dated as of March 21, 2006, by
      and among Clickable Enterprises, Inc., a Delaware corporation (the “Company”),
      and the secured parties signatory hereto and their respective endorsees,
      transferees and assigns (collectively, the “Secured Party”).




WITNESSETH
      :




WHEREAS,
      pursuant to a Securities Purchase Agreement, dated as of March 21, 2006, between
      Company and the Secured Party (the “ Purchase
      Agreement ”),
      Company has agreed to issue to the Secured Party and the Secured Party has
      agreed to purchase from Company certain of Company’s 6% Secured Convertible
      Debentures, due three years from the date of issue (the “ Debentures ”),
      which
      are convertible into shares of Company’s Common Stock, par value $.001 per share
      (the “ Common
      Stock ”).
      In
      connection therewith, Company shall issue the Secured Party certain Common
      Stock
      purchase warrants dated as of the date hereof to purchase the number of shares
      of Common Stock indicated below each Secured Party’s name on the Purchase
      Agreement (the “ Warrants ”);
      and




WHEREAS,
      in order to induce the Secured Party to purchase the Debentures, Company has
      agreed to execute and deliver to the Secured Party this Agreement for the
      benefit of the Secured Party and to grant to it a first priority security
      interest in certain Intellectual Property (defined below) of Company to secure
      the prompt payment, performance and discharge in full of all of Company’s
      obligations under the Debentures and exercise and discharge in full of Company’s
      obligations under the Warrants; and




NOW,
      THEREFORE, in consideration of the agreements herein contained and for other
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties hereto hereby agree as follows:




1. Defined
      Terms . Unless
      otherwise defined herein, terms which are defined in the Purchase Agreement
      and
      used herein are so used as so defined; and the following terms shall have the
      following meanings:




“ Company ”
shall
      mean, collectively, Company and all of the subsidiaries of Company (including,
      without limitation, Clickable Oil, Inc.), a list of which is contained in Schedule
      A ,
      attached hereto.




“ Copyrights ”
shall
      mean (a) all copyrights, registrations and applications for registration, issued or
      filed, including any reissues, extensions or renewals thereof, by or with the
      United States Copyright Office or any similar office or agency of the United
      States, any state thereof, or any other country or political subdivision
      thereof, or otherwise, including, all rights in and to the material constituting
      the subject matter thereof, including, without limitation, any referred to
      in Schedule
      B hereto,
      and (b) any rights in any material which is copyrightable or which is protected
      by common law, United States copyright laws or similar laws or any law of any
      State, including, without limitation, any thereof referred to in Schedule
      B hereto.









“ Copyright
      License ”
shall
      mean any agreement, written or oral, providing for a grant by the Company of
      any
      right in any Copyright, including, without limitation, any thereof referred
      to
      in Schedule
      B hereto.




“ Intellectual
      Property ”
shall
      means, collectively, the Software Intellectual Property, Copyrights, Copyright
      Licenses, Patents, Patent Licenses, Trademarks, Trademark Licenses and Trade
      Secrets.




“ Obligations ”
means
      all of the Company’s obligations under this Agreement and the Debentures, in
      each case, whether now or hereafter existing, voluntary or involuntary, direct
      or indirect, absolute or contingent, liquidated or unliquidated, whether or
      not
      jointly owed with others, and whether or not from time to time decreased or
      extinguished and later decreased, created or incurred, and all or any portion
      of
      such obligations or liabilities that are paid, to the extent all or any part
      of
      such payment is avoided or recovered directly or indirectly from the Secured
      Party as a preference, fraudulent transfer or otherwise as such obligations
      may
      be amended, supplemented, converted, extended or modified from time to
      time.




“ Patents ”
shall
      mean (a) all letters patent of the United States or any other country or any
      political subdivision thereof, and all reissues and extensions thereof,
      including, without limitation, any thereof referred to in Schedule
      B hereto,
      and (b) all applications for letters patent of the United States and all
      divisions, continuations and continuations-in-part thereof or any other country
      or any political subdivision, including, without limitation, any thereof
      referred to in Schedule
      B hereto.




“ Patent
      License ”
shall
      mean all agreements, whether written or oral, providing for the grant by the
      Company of any right to manufacture, use or sell any invention covered by a
      Patent, including, without limitation, any thereof referred to in Schedule
      B hereto.




“ Security
      Agreement ”
shall
      mean the Security Agreement, dated the date hereof between Company and the
      Secured Party.




“ Software
      Intellectual Property ”
shall
      mean:




(a)
         all software programs (including all source code, object code and
      all related applications and data files), whether now owned, upgraded, enhanced,
      licensed or leased or hereafter acquired by the Company, above;




(b)
         all computers and electronic data processing hardware and firmware
      associated therewith;




(c)
         all documentation (including flow charts, logic diagrams, manuals,
      guides and specifications) with respect to such software, hardware and firmware
      described in the preceding clauses (a) and (b); and




(d)
         all rights with respect to all of the foregoing, including, without
      limitation, any and all upgrades, modifications, copyrights, licenses, options,
      warranties, service contracts, program services, test rights, maintenance
      rights, support rights, improvement rights, renewal rights and indemnifications
      and substitutions, replacements, additions, or model conversions of any of
      the
      foregoing.




2




“ Trademarks ”
shall
      mean (a) all trademarks, trade names, corporate names, company names, business
      names, fictitious business names, trade styles, service marks, logos and other
      source or business identifiers, and the goodwill associated therewith, now
      existing or hereafter adopted or acquired, all registrations and recordings
      thereof, and all applications in connection therewith, whether in the United
      States Patent and Trademark Office or in any similar office or agency of the
      United States, any state thereof or any other country or any political
      subdivision thereof, or otherwise, including, without limitation, any thereof
      referred to in Schedule
      B hereto,
      and (b) all reissues, extensions or renewals thereof.




“ Trademark
      License ”
shall
      mean any agreement, written or oral, providing for the grant by the Company
      of
      any right to use any Trademark, including, without limitation, any thereof
      referred to in Schedule
      B hereto.




“ Trade
      Secrets ”
shall
      mean common law and statutory trade secrets and all other confidential or
      proprietary or useful information and all know-how obtained by or used in or
      contemplated at any time for use in the business of the Company (all of the
      foregoing being collectively called a “ Trade
      Secret ”),
      whether or not such Trade Secret has been reduced to a writing or other tangible
      form, including all documents and things embodying, incorporating or referring
      in any way to such Trade Secret, all Trade Secret licenses, including each
      Trade
      Secret license referred to in Schedule
      B hereto,
      and including the right to sue for and to enjoin and to collect damages for
      the
      actual or threatened misappropriation of any Trade Secret and for the breach
      or
      enforcement of any such Trade Secret license.




2. Grant
      of Security Interest. In
      accordance with Section 3(m) of the Security Agreement, to secure the complete
      and timely payment, performance and discharge in full, as the case may be,
      of
      all of the Obligations, the Company hereby, unconditionally and irrevocably,
      pledges, grants and hypothecates to the Secured Party, a continuing security
      interest in, a continuing first lien upon, an unqualified right to possession
      and disposition of and a right of set-off against, in each case to the fullest
      extent permitted by law, all of the Company’s right, title and interest of
      whatsoever kind and nature (including, without limitation, all of Clickable
      Oil,
      Inc.’s rights) in and to the Intellectual Property (the “ Security
      Interest ”).




3. Representations
      and Warranties . The
      Company hereby represents and warrants, and covenants and agrees with, the
      Secured Party as follows:




(a)
         The Company has the requisite corporate power and authority to
      enter into this Agreement and otherwise to carry out its obligations thereunder.
      The execution, delivery and performance by the Company of this Agreement and
      the
      filings contemplated therein have been duly authorized by all necessary action
      on the part of the Company and no further action is required by the Company.
      This Agreement constitutes a legal, valid and binding obligation of the Company
      enforceable in accordance with its terms, except as enforceability may be
      limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
      affecting the enforcement of creditor’s rights generally.




3


(b)
         The Company represents and warrants that it has no place of
      business or offices where its respective books of account and records are kept
      (other than temporarily at the offices of its attorneys or accountants) or
      places where the Intellectual Property is stored or located, except as set
      forth
      on Schedule
      A attached
      hereto;




(c)
         The Company is the sole owner of the Intellectual Property (except
      for non-exclusive licenses granted by the Company in the ordinary course of
      business), free and clear of any liens, security interests, encumbrances, rights
      or claims, other than as previously granted to Secured Party and their
      affiliates, and is fully authorized to grant the Security Interest in and to
      pledge the Intellectual Property. There is not on file in any governmental
      or
      regulatory authority, agency or recording office an effective financing
      statement, security agreement, license or transfer or any notice of any of
      the
      foregoing (other than those that have been filed in favor of the Secured Party
      pursuant to this Agreement) covering or affecting any of the Intellectual
      Property. So long as this Agreement shall be in effect, the Company shall not
      execute and shall not knowingly permit to be on file in any such office or
      agency any such financing statement or other document or instrument (except
      to
      the extent filed or recorded in favor of the Secured Party pursuant to the
      terms
      of this Agreement), except for a financing statement covering assets acquired
      by
      the Company after the date hereof, provided that the value of the Intellectual
      Property covered by this Agreement along with the Collateral (as defined in
      the
      Security Agreement) is equal to at least 150% of the Obligations.




(d)
         The Company shall at all times maintain its books of account and
      records relating to the Intellectual Property at its principal place of business
      and its Intellectual Property at the locations set forth on Schedule
      A attached
      hereto and may not relocate such books of account and records unless it delivers
      to the Secured Party at least 30 days prior to such relocation (i) written
      notice of such relocation and the new location thereof (which must be within
      the
      United States) and (ii) evidence that the necessary documents have been
      filed and recorded and other steps have been taken to perfect the Security
      Interest to create in favor of the Secured Party valid, perfected and continuing
      first priority liens in the Intellectual Property to the extent they can be
      perfected through such filings.




(e)
         This Agreement creates in favor of the Secured Party a valid
      security interest in the Intellectual Property securing the payment and
      performance of the Obligations and, upon making the filings required hereunder,
      a perfected first priority security interest in such Intellectual Property
      to
      the extent that it can be perfected through such filings.




(f)
         Upon request of the Secured Party, the Company shall execute and
      deliver any and all agreements, instruments, documents, and papers as the
      Secured Party may request to evidence the Secured Party’s security interest in
      the Intellectual Property and the goodwill and general intangibles of the
      Company relating thereto or represented thereby, and the Company hereby appoints
      the Secured Party its attorney-in-fact to execute and file all such writings
      for
      the foregoing purposes, all acts of such attorney being hereby ratified and
      confirmed; such power being coupled with an interest is irrevocable until the
      Obligations have been fully satisfied and are paid in full.




(g)
         The execution, delivery and performance of this Agreement does not
      conflict with or cause a breach or default, or an event that with or without
      the
      passage of time or notice, shall constitute a breach or default, under any
      agreement to which the Company is a party or by which the Company is bound.
      No
      consent (including, without limitation, from stock holders or creditors of
      the
      Company) is required for the Company to enter into and perform its obligations
      hereunder.




4




(h)
         The Company shall at all times maintain the liens and Security
      Interest provided for hereunder as valid and perfected first priority liens
      and
      security interests in the Intellectual Property to the extent they can be
      perfected by filing in favor of the Secured Party until this Agreement and
      the
      Security Interest hereunder shall terminate pursuant to Section 11. The Company
      hereby agrees to defend the same against any and all persons. The Company shall
      safeguard and protect all Intellectual Property for the account of the Secured
      Party. Without limiting the generality of the foregoing, the Company shall
      pay
      all fees, taxes and other amounts necessary to maintain the Intellectual
      Property and the Security Interest hereunder, and the Company shall obtain
      and
      furnish to the Secured Party from time to time, upon demand, such releases
      and/or subordinations of claims and liens which may be required to maintain
      the
      priority of the Security Interest hereunder.




(i)
         The Company will not transfer, pledge, hypothecate, encumber,
      license (except for non-exclusive licenses granted by the Company in the
      ordinary course of business), sell or otherwise dispose of any of the
      Intellectual Property without the prior written consent of the Secured
      Party.




(j)
         The Company shall, within ten (10) days of obtaining knowledge
      thereof, advise the Secured Party promptly, in sufficient detail, of any
      substantial change in the Intellectual Property, and of the occurrence of any
      event which would have a material adverse effect on the value of the
      Intellectual Property or on the Secured Party’s security interest
      therein.




(k)
         The Company shall permit the Secured Party and its representatives
      and agents to inspect the Intellectual Property at any time, and to make copies
      of records pertaining to the Intellectual Property as may be requested by the
      Secured Party from time to time.




(l)
         The Company will take all steps reasonably necessary to diligently
      pursue and seek to preserve, enforce and collect any rights, claims, causes
      of
      action and accounts receivable in respect of the Intellectual
      Property.




(m)
         The Company shall promptly notify the Secured Party in sufficient
      detail upon becoming aware of any attachment, garnishment, execution or other
      legal process levied against any Intellectual Property and of any other
      information received by the Company that may materially affect the value of
      the
      Intellectual Property, the Security Interest or the rights and remedies of
      the
      Secured Party hereunder.




(n)
         All information heretofore, herein or hereafter supplied to the
      Secured Party by or on behalf of the Company with respect to the Intellectual
      Property is accurate and complete in all material respects as of the date
      furnished.




(o) Schedule
      A attached
      hereto contains a list of all of the subsidiaries of Company.




5


(p) Schedule
      B attached
      hereto includes all Licenses, and all Patents and Patent Licenses, if any,
      owned
      by the Company in its own name as of the date hereof. Schedule
      B hereto
      includes all Trademarks and Trademark Licenses, if any, owned by the Company
      in
      its own name as of the date hereof. Schedule
      B hereto
      includes all Copyrights and Copyright Licenses, if any, owned by the Company
      in
      its own name as of the date hereof. Schedule
      B hereto
      includes all Trade Secrets and Trade Secret Licenses, if any, owned by the
      Company as of the date hereof. To the best of the Company’s knowledge, each
      License, Patent, Trademark, Copyright and Trade Secret is valid, subsisting,
      unexpired, enforceable and has not been abandoned. Except as set forth in Schedule
      B , none
      of such Licenses, Patents, Trademarks, Copyrights and Trade Secrets is the
      subject of any licensing or franchise agreement. To the best of the Company’s
      knowledge, no holding, decision or judgment has been rendered by any
      Governmental Body which would limit, cancel or question the validity of any
      License, Patent, Trademark, Copyright and Trade Secrets . No action or
      proceeding is pending (i) seeking to limit, cancel or question the validity
      of
      any License, Patent, Trademark, Copyright or Trade Secret, or (ii) which, if
      adversely determined, would have a material adverse effect on the value of
      any
      License, Patent, Trademark, Copyright or Trade Secret. The Company has used
      and
      will continue to use for the duration of this Agreement, proper statutory notice
      in connection with its use of the Patents, Trademarks and Copyrights and
      consistent standards of quality in products leased or sold under the Patents,
      Trademarks and Copyrights.




(q)
         With respect to any Intellectual Property:




(i)
            such
                Intellectual Property is subsisting and has not been adjudged invalid
                or
                unenforceable, in whole or in part;




(ii)
            such
                Intellectual Property is valid and
                enforceable;




(iii)
            the
                Company has made all necessary filings and recordations to protect
                its
                interest in such Intellectual Property, including, without limitation,
                recordations of all of its interests in the Patents, Patent Licenses,
                Trademarks and Trademark Licenses in the United States Patent and
                Trademark Office and in corresponding offices throughout the world
                and its
                claims to the Copyrights and Copyright Licenses in the United States
                Copyright Office and in corresponding offices throughout the
                world;




(iv)
            other
                than as set forth inSchedule
                B,
                the Company is the exclusive owner of the entire and unencumbered
                right,
                title and interest in and to such Intellectual Property and no claim
                has
                been made that the use of such Intellectual Property infringes on
                the
                asserted rights of any third party;
                and




(v)
            the
                Company has performed and will continue to perform all acts and has
                paid
                all required fees and taxes to maintain each and every item of
                Intellectual Property in full force and effect throughout the world,
                as
                applicable.




6




(r)
         Except with respect to any Trademark or Copyright that the Company
      shall reasonably determine is of negligible economic value to the Company,
      the
      Company shall




(i)
         maintain each Trademark and Copyright in full force free from any
      claim of abandonment for non-use, maintain as in the past the quality of
      products and services offered under such Trademark or Copyright; employ such
      Trademark or Copyright with the appropriate notice of registration; not adopt
      or
      use any mark which is confusingly similar or a colorable imitation of such
      Trademark or Copyright unless the Secured Party shall obtain a perfected
      security interest in such mark pursuant to this Agreement; and not (and not
      permit any licensee or sublicensee thereof to) do any act or knowingly omit
      to
      do any act whereby any Trademark or Copyright may become
      invalidated;




(ii)
         not, except with respect to any Patent that it shall reasonably
      determine is of negligible economic value to it, do any act, or omit to do
      any
      act, whereby any Patent may become abandoned or dedicated; and




(iii)
         notify the Secured Party immediately if it knows, or has reason to
      know, that any application or registration relating to any Patent, Trademark
      or
      Copyright may become abandoned or dedicated, or of any adverse determination
      or
      development (including, without limitation, the institution of, or any such
      determination or development in, any proceeding in the United States Patent
      and
      Trademark Office, United States Copyright Office or any court or tribunal in
      any
      country) regarding its ownership of any Patent, Trademark or Copyright or its
      right to register the same or to keep and maintain the same.




(s)
         Whenever the Company, either by itself or through any agent,
      employee, licensee or designee, shall file an application for the registration
      of any Patent, Trademark or Copyright with the United States Patent and
      Trademark Office, United States Copyright Office or any similar office or agency
      in any other country or any political subdivision thereof or acquire rights
      to
      any new Patent, Trademark or Copyright whether or not registered, report such
      filing to the Secured Party within five business days after the last day of
      the
      fiscal quarter in which such filing occurs.




(t)
         The Company shall take all reasonable and necessary steps,
      including, without limitation, in any proceeding before the United States Patent
      and Trademark Office, United States Copyright Office or any similar office
      or
      agency in any other country or any political subdivision thereof, to maintain
      and pursue each application (and to obtain the relevant registration) and to
      maintain each registration of the Patents, Trademarks and Copyrights, including,
      without limitation, filing of applications for renewal, affidavits of use and
      affidavits of incontestability.




7




(u)
         In the event that any Patent, Trademark or Copyright included in
      the Intellectual Property is infringed, misappropriated or diluted by a third
      party, promptly notify the Secured Party after it learns thereof and shall,
      unless it shall reasonably determine that such Patent, Trademark or Copyright
      is
      of negligible economic value to it, which determination it shall promptly report
      to the Secured Party, promptly sue for infringement, misappropriation or
      dilution, to seek injunctive relief where appropriate and to recover any and
      all
      damages for such infringement, misappropriation or dilution, or take such other
      actions as it shall reasonably deem appropriate under the circumstances to
      protect such Patent, Trademark or Copyright. If the Company lacks the financial
      resources to comply with this Section 3(t), the Company shall so notify the
      Secured Party and shall cooperate fully with any enforcement action undertaken
      by the Secured Party on behalf of the Company.




4. Defaults . The
      following events shall be “ Events
      of Default ”:




(a)
         The occurrence of an Event of Default (as defined in the
      Debentures) under the Debentures;




(b)
         Any representation or warranty of the Company in this Agreement or
      in the Security Agreement shall prove to have been incorrect in any material
      respect when made;




(c)
         The failure by the Company to observe or perform any of its
      obligations hereunder or in the Security Agreement for ten (10) days after
      receipt by the Company of notice of such failure from the Secured Party;
      and




(d)
         Any breach of, or default under, the Warrants.




5. Duty
      To Hold In Trust . Upon
      the occurrence of any Event of Default and at any time thereafter, the Company
      shall, upon receipt by it of any revenue, income or other sums subject to the
      Security Interest, whether payable pursuant to the Debentures or otherwise,
      or
      of any check, draft, note, trade acceptance or other instrument evidencing
      an
      obligation to pay any such sum, hold the same in trust for the Secured Party
      and
      shall forthwith endorse and transfer any such sums or instruments, or both,
      to
      the Secured Party for application to the satisfaction of the
      Obligations.




6. Rights
      and Remedies Upon Default . Upon
      occurrence of any Event of Default and at any time thereafter, the Secured
      Party
      shall have the right to exercise all of the remedies conferred hereunder and
      under the Debentures, and the Secured Party shall have all the rights and
      remedies of a secured party under the UCC and/or any other applicable law
      (including the Uniform Commercial Code of any jurisdiction in which any
      Intellectual Property is then located). Without limitation, the Secured Party
      shall have the following rights and powers:




(a)
         The Secured Party shall have the right to take possession of the
      Intellectual Property and, for that purpose, enter, with the aid and assistance
      of any person, any premises where the Intellectual Property, or any part
      thereof, is or may be placed and remove the same, and the Company shall assemble
      the Intellectual Property and make it available to the Secured Party at places
      which the Secured Party shall reasonably select, whether at the Company’s
      premises or elsewhere, and make available to the Secured Party, without rent,
      all of the Company’s respective premises and facilities for the purpose of the
      Secured Party taking possession of, removing or putting the Intellectual
      Property in saleable or disposable form.




8




(b)
         The Secured Party shall have the right to operate the business of
      the Company using the Intellectual Property and shall have the right to assign,
      sell, lease or otherwise dispose of and deliver all or any part of the
      Intellectual Property, at public or private sale or otherwise, either with
      or
      without special conditions or stipulations, for cash or on credit or for future
      delivery, in such parcel or parcels and at such time or times and at such place
      or places, and upon such terms and conditions as the Secured Party may deem
      commercially reasonable, all without (except as shall be required by applicable
      statute and cannot be waived) advertisement or demand upon or notice to the
      Company or right of redemption of the Company, which are hereby expressly
      waived. Upon each such sale, lease, assignment or other transfer of Intellectual
      Property, the Secured Party may, unless prohibited by applicable law which
      cannot be waived, purchase all or any part of the Intellectual Property being
      sold, free from and discharged of all trusts, claims, right of redemption and
      equities of the Company, which are hereby waived and released.




7. Applications
      of Proceeds . The
      proceeds of any such sale, lease or other disposition of the Intellectual
      Property hereunder shall be applied first, to the expenses of retaking, holding,
      storing, processing and preparing for sale, selling, and the like (including,
      without limitation, any taxes, fees and other costs incurred in connection
      therewith) of the Intellectual Property, to the reasonable attorneys’ fees and
      expenses incurred by the Secured Party in enforcing its rights hereunder and
      in
      connection with collecting, storing and disposing of the Intellectual Property,
      and then to satisfaction of the Obligations, and to the payment of any other
      amounts required by applicable law, after which the Secured Party shall pay
      to
      the Company any surplus proceeds. If, upon the sale, license or other
      disposition of the Intellectual Property, the proceeds thereof are insufficient
      to pay all amounts to which the Secured Party is legally entitled, the Company
      will be liable for the deficiency, together with interest thereon, at the rate
      of 15% per annum (the “ Default
      Rate ”),
      and
      the reasonable fees of any attorneys employed by the Secured Party to collect
      such deficiency. To the extent permitted by applicable law, the Company waives
      all claims, damages and demands against the Secured Party arising out of the
      repossession, removal, retention or sale of the Intellectual Property, unless
      due to the gross negligence or willful misconduct of the Secured
      Party.




8. Costs
      and Expenses. The
      Company agrees to pay all out-of-pocket fees, costs and expenses incurred in
      connection with any filing required hereunder, including without limitation,
      any
      financing statements, continuation statements, partial releases and/or
      termination statements related thereto or any expenses of any searches
      reasonably required by the Secured Party. The Company shall also pay all other
      claims and charges which in the reasonable opinion of the Secured Party might
      prejudice, imperil or otherwise affect the Intellectual Property or the Security
      Interest therein. The Company will also, upon demand, pay to the Secured Party
      the amount of any and all reasonable expenses, including the reasonable fees
      and
      expenses of its counsel and of any experts and agents, which the Secured Party
      may incur in connection with (i) the enforcement of this Agreement, (ii) the
      custody or preservation of, or the sale of, collection from, or other
      realization upon, any of the Intellectual Property, or (iii) the exercise or
      enforcement of any of the rights of the Secured Party under the Debentures.
      Until so paid, any fees payable hereunder shall be added to the principal amount
      of the Debentures and shall bear interest at the Default Rate.




9




9. Responsibility
      for Intellectual Property . The
      Company assumes all liabilities and responsibility in connection with all
      Intellectual Property, and the obligations of the Company hereunder or under
      the
      Debentures and the Warrants shall in no way be affected or diminished by reason
      of the loss, destruction, damage or theft of any of the Intellectual Property
      or
      its unavailability for any reason.




10. Security
      Interest Absolute . All
      rights of the Secured Party and all Obligations of the Company hereunder, shall
      be absolute and unconditional, irrespective of: (a) any lack of validity or
      enforceability of this Agreement, the Debentures, the Warrants or any agreement
      entered into in connection with the foregoing, or any portion hereof or thereof;
      (b) any change in the time, manner or place of payment or performance of, or
      in
      any other term of, all or any of the Obligations, or any other amendment or
      waiver of or any consent to any departure from the Debentures, the Warrants
      or
      any other agreement entered into in connection with the foregoing; (c) any
      exchange, release or nonperfection of any of the Intellectual Property, or
      any
      release or amendment or waiver of or consent to departure from any other
      Intellectual Property for, or any guaranty, or any other security, for all
      or
      any of the Obligations; (d) any action by the Secured Party to obtain, adjust,
      settle and cancel in its sole discretion any insurance claims or matters made
      or
      arising in connection with the Intellectual Property; or (e) any other
      circumstance which might otherwise constitute any legal or equitable defense
      available to the Company, or a discharge of all or any part of the Security
      Interest granted hereby. Until the Obligations shall have been paid and
      performed in full, the rights of the Secured Party shall continue even if the
      Obligations are barred for any reason, including, without limitation, the
      running of the statute of limitations or bankruptcy. The Company expressly
      waives presentment, protest, notice of protest, demand, notice of nonpayment
      and
      demand for performance. In the event that at any time any transfer of any
      Intellectual Property or any payment received by the Secured Party hereunder
      shall be deemed by final order of a court of competent jurisdiction to have
      been
      a voidable preference or fraudulent conveyance under the bankruptcy or
      insolvency laws of the United States, or shall be deemed to be otherwise due
      to
      any party other than the Secured Party, then, in any such event, the Company’s
      obligations hereunder shall survive cancellation of this Agreement, and shall
      not be discharged or satisfied by any prior payment thereof and/or cancellation
      of this Agreement, but shall remain a valid and binding obligation enforceable
      in accordance with the terms and provisions hereof. The Company waives all
      right
      to require the Secured Party to proceed against any other person or to apply
      any
      Intellectual Property which the Secured Party may hold at any time, or to
      marshal assets, or to pursue any other remedy. The Company waives any defense
      arising by reason of the application of the statute of limitations to any
      obligation secured hereby.




11. Term
      of Agreement . This
      Agreement and the Security Interest shall terminate on the date on which all
      payments under the Debentures have been made in full and all other Obligations
      have been paid or discharged. Upon such termination, the Secured Party, at
      the
      request and at the expense of the Company, will join in executing any
      termination statement with respect to any financing statement executed and
      filed
      pursuant to this Agreement.




10




12. Power
      of Attorney; Further Assurances .




(a)
         The Company authorizes the Secured Party, and does hereby make,
      constitute and appoint it, and its respective officers, agents, successors
      or
      assigns with full power of substitution, as the Company’s true and lawful
      attorney-in-fact, with power, in its own name or in the name of the Company,
      to,
      after the occurrence and during the continuance of an Event of Default, (i)
      endorse any notes, checks, drafts, money orders, or other instruments of payment
      (including payments payable under or in respect of any policy of insurance)
      in
      respect of the Intellectual Property that may come into possession of the
      Secured Party; (ii) to sign and endorse any UCC financing statement or any
      invoice, freight or express bill, bill of lading, storage or warehouse receipts,
      drafts against debtors, assignments, verifications and notices in connection
      with accounts, and other documents relating to the Intellectual Property; (iii)
      to pay or discharge taxes, liens, security interests or other encumbrances
      at
      any time levied or placed on or threatened against the Intellectual Property;
      (iv) to demand, collect, receipt for, compromise, settle and sue for monies
      due
      in respect of the Intellectual Property; and (v) generally, to do, at the option
      of the Secured Party, and at the Company’s expense, at any time, or from time to
      time, all acts and things which the Secured Party deems necessary to protect,
      preserve and realize upon the Intellectual Property and the Security Interest
      granted therein in order to effect the intent of this Agreement, the Debentures
      and the Warrants, all as fully and effectually as the Company might or could
      do;
      and the Company hereby ratifies all that said attorney shall lawfully do or
      cause to be done by virtue hereof. This power of attorney is coupled with an
      interest and shall be irrevocable for the term of this Agreement and thereafter
      as long as any of the Obligations shall be outstanding.




(b)
         On a continuing basis, the Company will make, execute, acknowledge,
      deliver, file and record, as the case may be, in the proper filing and recording
      places in any jurisdiction, including, without limitation, the jurisdictions
      indicated on Schedule
      C ,
      attached hereto, all such instruments, and take all such action as may
      reasonably be deemed necessary or advisable, or as reasonably requested by
      the
      Secured Party, to perfect the Security Interest granted hereunder and otherwise
      to carry out the intent and purposes of this Agreement, or for assuring and
      confirming to the Secured Party the grant or perfection of a security interest
      in all the Intellectual Property.




(c)
         The Company hereby irrevocably appoints the Secured Party as the
      Company’s attorney-in-fact, with full authority in the place and stead of the
      Company and in the name of the Company, from time to time in the Secured Party’s
      discretion, to take any action and to execute any instrument which the Secured
      Party may deem necessary or advisable to accomplish the purposes of this
      Agreement, including the filing, in its sole discretion, of one or more
      financing or continuation statements and amendments thereto, relative to any
      of
      the Intellectual Property without the signature of the Company where permitted
      by law.




13. Notices . All
      notices, requests, demands and other communications hereunder shall be in
      writing, with copies to all the other parties hereto, and shall be deemed to
      have been duly given when (i) if delivered by hand, upon receipt, (ii) if sent
      by facsimile, upon receipt of proof of sending thereof, (iii) if sent by
      nationally recognized overnight delivery service (receipt requested), the next
      business day or (iv) if mailed by first-class registered or certified mail,
      return receipt requested, postage prepaid, four days after posting in the U.S.
      mails, in each case if delivered to the following addresses:




11





If
                to the Company:
            Clickable
                Enterprises, Inc.
              711
                South Columbus Avenue
              Mount
                Vernon, New York 10550
              Attention:
                President
              Telephone:
                (914) 699-5190
              E-mail:
                nick.cirillo@clickableoil.comWith
                copies to:
            Eckert
                Seamens Cherin & Mellott, LLC
              1515
                Market Street, 9thFloor
              Philadelphia,
                Pennsylvania 19102
              Attention:
                Gary A. M iller, Esq.
              Telephone:
                215-851-8472
              Facsimile:
                215-851-8383
              Email:
                gmiller@eckertseamens.comIf
                to the Secured Party:
            AJW
                Partners, LLC
              AJW
                Offshore, Ltd.
              AJW
                Qualified Partners, LLC
              1044
                Northern Boulevard
              Suite
                302
              Roslyn,
                New York 11576
              Attention:
                Corey Ribotsky
              Facsimile:
                516-739-7115With
                copies to:
            Ballard
                Spahr Andrews & Ingersoll, LLP
              1735
                Market Street, 51stFloor
              Philadelphia,
                Pennsylvania 19103
              Attention:
                Gerald J. Guarcini, Esquire
              Facsimile:
                215-864-8999




14. Other
      Security . To the
      extent that the Obligations are now or hereafter secured by property other
      than
      the Intellectual Property or by the guarantee, endorsement or property of any
      other person, firm, corporation or other entity, then the Secured Party shall
      have the right, in its sole discretion, to pursue, relinquish, subordinate,
      modify or take any other action with respect thereto, without in any way
      modifying or affecting any of the Secured Party’s rights and remedies
      hereunder.




15. Miscellaneous .




(a)
         No course of dealing between the Company and the Secured Party, nor
      any failure to exercise, nor any delay in exercising, on the part of the Secured
      Party, any right, power or privilege hereunder or under the Debentures shall
      operate as a waiver thereof; nor shall any single or partial exercise of any
      right, power or privilege hereunder or thereunder preclude any other or further
      exercise thereof or the exercise of any other right, power or
      privilege.




12




(b)
         All of the rights and remedies of the Secured Party with respect to
      the Intellectual Property, whether established hereby or by the Debentures
      or by
      any other agreements, instruments or documents or by law shall be cumulative
      and
      may be exercised singly or concurrently.




(c)
         This Agreement and the Security Agreement constitute the entire
      agreement of the parties with respect to the subject matter hereof and is
      intended to supersede all prior negotiations, understandings and agreements
      with
      respect thereto. Except as specifically set forth in this Agreement, no
      provision of this Agreement may be modified or amended except by a written
      agreement specifically referring to this Agreement and signed by the parties
      hereto.




(d)
         In the event that any provision of this Agreement is held to be
      invalid, prohibited or unenforceable in any jurisdiction for any reason, unless
      such provision is narrowed by judicial construction, this Agreement shall,
      as to
      such jurisdiction, be construed as if such invalid, prohibited or unenforceable
      provision had been more narrowly drawn so as not to be invalid, prohibited
      or
      unenforceable. If, notwithstanding the foregoing, any provision of this
      Agreement is held to be invalid, prohibited or unenforceable in any
      jurisdiction, such provision, as to such jurisdiction, shall be ineffective
      to
      the extent of such invalidity, prohibition or unenforceability without
      invalidating the remaining portion of such provision or the other provisions
      of
      this Agreement and without affecting the validity or enforceability of such
      provision or the other provisions of this Agreement in any other
      jurisdiction.




(e)
         No waiver of any breach or default or any right under this
      Agreement shall be considered valid unless in writing and signed by the party
      giving such waiver, and no such waiver shall be deemed a waiver of any
      subsequent breach or default or right, whether of the same or similar nature
      or
      otherwise.




(f)
         This Agreement shall be binding upon and inure to the benefit of
      each party hereto and its successors and assigns.




(g)
         Each party shall take such further action and execute and deliver
      such further documents as may be necessary or appropriate in order to carry
      out
      the provisions and purposes of this Agreement.




(h)
         This Agreement shall be construed in accordance with the laws of
      the State of New York, except to the extent the validity, perfection or
      enforcement of a security interest hereunder in respect of any particular
      Intellectual Property which are governed by a jurisdiction other than the State
      of New York in which case such law shall govern. Each of the parties hereto
      irrevocably submit to the exclusive jurisdiction of any New York State or United
      States Federal court sitting in Manhattan county over any action or proceeding
      arising out of or relating to this Agreement, and the parties hereto hereby
      irrevocably agree that all claims in respect of such action or proceeding may
      be
      heard and determined in such New York State or Federal court. The parties hereto
      agree that a final judgment in any such action or proceeding shall be conclusive
      and may be enforced in other jurisdictions by suit on the judgment or in any
      other manner provided by law. The parties hereto further waive any objection
      to
      venue in the State of New York and any objection to an action or proceeding
      in
      the State of New York on the basis of forum non conveniens.




13




(i)
         EACH PARTY HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A
      JURY TRAIL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
      AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY
      DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATER
      OF
      THIS AGREEMENT, INCLUDING WITHOUT LIMITATION CONTRACT CLAIMS, TORT CLAIMS,
      BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY
      HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY
      TO
      ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH PARTY HAS ALREADY RELIED ON THIS
      WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH PARTY WILL CONTINUE TO
      RELY
      ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY FURTHER WARRANTS
      AND
      REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT
      SUCH PARTY HAS KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHTS TO A JURY TRIAL
      FOLLOWING SUCH CONSULTATION. THIS WAIVER IS IRREVOCABLE, MEANING THAT,
      NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IT MAY NOT BE MODIFIED EITHER
      ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
      RENEWALS AND SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF
      A
      LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY
      THE
      COURT.




(j)
         This Agreement may be executed in any number of counterparts, each
      of which when so executed shall be deemed to be an original and, all of which
      taken together shall constitute one and the same Agreement. In the event that
      any signature is delivered by facsimile transmission, such signature shall
      create a valid binding obligation of the party executing (or on whose behalf
      such signature is executed) the same with the same force and effect as if such
      facsimile signature were the original thereof.




[REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]





14




IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed on the day and year first above written.




**CLICKABLE
                ENTERPRISES, INC.**By:Nicholas
                Cirillo
              President




**AJW
                PARTNERS, LLC**
              By: 
                SMS Group, LLCBy:Corey
                S. Ribotsky
              Manager




**AJW
                OFFSHORE, LTD.**
              By: First Street Manager II, LLCBy:Corey
                  S. Ribotsky
                Manager




**AJW
                QUALIFIED PARTNERS, LLC**
              By: AJW Manager, LLCBy:Corey
                    S. Ribotsky
                  Manager




15




SCHEDULE
      A




Principal
      Place of Business of the Company:




Locations
      Where Intellectual Property is Located or Stored:




List
      of Subsidiaries of the Company:




16




SCHEDULE
      B




A.
              Licenses,
                  Patents and Patent LicensesPatent
              
              Application
                  or Registration No.
              
              Country
              
              Registration
                  or Filing DateB.
              Trademarks
                  and Trademark LicensesTrademark
              
              Application
                  or Registration No.
              
              Country
              
              Registration
                  or Filing DateC.
              Copyrights
                  and Copyright LicensesName
              
              Application
                  or Registration No.
              
              Country
              
              Registration
                  or Filing DateD.
              Trade
                  Secrets and Trade Secret LicensesName
              
              Application
                  or Registration No.
              
              Country
              
              Registration
                  or Filing Date




17




SCHEDULE
      C




Jurisdictions :










AGREEMENT
      made the day of September, 2005 by and between PATSY RUBBINO, JR. of 60 Harwood
      Avenue, White Plains, New York 10603 (hereinafter referred to as the "Seller")
      and CLICKABLEOIL.COM, INC., a New York Corporation with offices at 711 South
      Columbus Avenue Mt. Vernon, New York 10550 (hereinafter referred to as the
      "Purchaser").




1.0
      Recitals This agreement is entered into with reference to the following
      facts:




1.1
      Seller is engaged, in part, in the business of distributing #2 fuel oil in
      the
      State of New York, County of Westchester_




1.2
      Purchaser desires to purchase certain assets of Seller used by Seller in
      connection with its fuel oil business in the County of Westchester and Seller
      has agreed to sell such assets as provided herein.




2.0.
      Sale
      and Purchase




2.1
      On
      the terms and subject to the provisions contained herein, Seller agrees to
      sell
      to Purchaser and Purchaser agrees to purchase from Sel1er at closing, the
      following:




(a)
      Customer Information of the Seller comprising a schedule of all retail customers
      of the Seller who purchase #2 fuel oil. Said information shall include all
      customer lists and customer data, and sales and promotional material and other
      sales related material relating to, or used in connection with the sale of#2
      fuel oil, including, without limitation, contact information for all customers
      and pricing information (hereinafter referred to as the Customer Information);
      which list is annexed hereto as "Exhibit A".




1


(b)
      Customer Contracts Those Outstanding delivery, sale and service agreements
      and
      purchase orders between Seller or Gedney Fuel Corp. and its customers as
      described in and attached hereto as "Exhibit B". Seller has, at the date hereof,
      no less than ____________________ customers who are signatories to Seller's
      standard service contract.




(c)
      Name.
      The exclusive right to use the name Gedney Fuel in connection with the operation
      of the Business. Seller and Gedney Fuel Corp. shall cease use of the name Gedney
      Fuel.




(d)
      Telephone Number An phone numbers ofSe1ler used in connection with the delivery
      and sale of#2 fuel oil, specifically 914-422-0064 will be forwarded to
      Clickableoil.com, Inc. by Verizon for the following fees to be paid by
      Purchaser. A one time fee of twenty-five dollars ($25.00) and a monthly service
      fee of twenty dollars and twenty-five cents ($20.25). The Purchaser will also
      be
      charged by Verizon for every incoming call; local or long distance charges
      will
      apply.




2.2
      The
      Purchase Price for the customer list for customers contained in Schedule A
      herein is a fixed Two-Hundred and Fourteen Thousand Dollars (214,000.00) and
      a
      retainage payment as set forth below.




2.3
      The
      Purchase Price as set forth in Paragraph 2.2 is payable as follows:




(a)
      The
      sum of Seventy Thousand ($70,000.00) Dollars by bank or certified check, payable
      to the order of the Seller on the date of closing.




(b)
      The
      balance of One Hundred Forty Four Thousand DoJ1ars ($144,000.00) to be paid
      by
      Purchaser to Seller, in Thirty Six (36) equal monthly installments of Four
      Thousand Dollars ($4,000.00) commencing one (1) month from the date of dosing
      and monthly thereafter, for thirty-five (35) months.




2


(c)
      Retainage Adjustment is set forth as follows: Clickableoil.com, Inc. will pay
      quarterly for the first two years for retainage of gal10ns on the following
      fee
      schedule commencing December 31, 2005, and for seven (7) quarters
      thereafter:




Over
      350,000 gallons $.125 I gallon 325,000 - 349,999 gallons $.09/ gallon 300,000
      -
      324,999 gallons $.07 / gallon 275,000 - 299,999 gallons $.04 /gallon 250,000
      -
      274,999 gallons $.01/ gallon 249,999 and below $0.00 / gallon




(d)
      Quarterly payments will be based on an assumed $.1 25/gallon. At the end of
      each
      of the first two years Clickableoi1.com, Inc. will reconcile gallonage sold
      to
      said customers and based on the above fee schedule will reduce if necessary,
      the
      following years fixed monthly payments accordingly, as referenced to in 2.3
      (b)
      above.




(e)
      Purchaser wil1 make only one annual payment for the third year's retainage
      at
      the end of the third year. (the contract year ending September 30, 2008) as
      per
      the above fee schedule.




3.0
      Representations and Warranties of Seller Seller warrants and represents
      Purchaser that each of the following representations will be true and correct
      on
      the closing date and said representations and warranties shall survive the
      closing.




3.1
      Seller has full power and authority to own, lease, and operate its properties
      and to carry on its business as now being conducted.




3.2
      Seller has all requisite authority to enter into this Agreement and to
      consummate the transactions contemplated hereby. The execution, delivery and performance
      of this Agreement and the transactions contemplated hereby will not, with or
      without the giving of notice and/or the passage of time, violate any provision
      of law applicable to Seller or conflict with result in the breach of termination
      of any provisions of, constitute a default under, or result in the creation
      of
      lien, charge, or encumbrance upon any of the assets of Seller pursuant to any
      corporate charter, by-laws, indenture, or other agreement or instrument to
      which
      Seller is a part or by which Seller, or its assets or properties, is or may
      be
      bound. The Seller is not required to file any reports with the Securities and
      Exchange Commission nor have any reports ever been filed.




3




3.3
      Seller is the owner of and has good marketable title to the Customer Information
      and the other assets described in Section 2.1 and at closing, will transfer
      such
      title free and clear of any liens and encumbrances and claims on third parties
      and has unrestrictive power, to sell, convey, assign, transfer, and deliver
      the
      Customer Information to Purchaser. Seller has not made any prior sale of or
      granted any licenses or other rights with respect to the Customer Information
      and the other assets described in Section 2.1.




3.4
      With
      respect to the customers as hereinabove defined:




(i)
      Seller has given no discounts from amounts billed except to those accounts
      as
      contained in "Exhibit C".




(ii)
      Seller represents there are no fixed price contracts except to those accounts
      designated as a fixed price on "Exhibit B".




(iii)
      All
      sales taxes have been paid and those not yet due, will be paid by Seller when
      due.




(iv)
      Seller bas no actual or constructive notice that any customer has ceased doing
      business with Seller.




4


3.5
      To
      the best of Seller's knowledge, no litigation, proceeding, or governmental
      investigation is pending or threatened against or re1ating to Seller, its assets
      or its business or the transaction contemplated by this Agreement. To the best
      of Seller's knowledge, no investigation or litigation is pending or threatened
      by any federal, state, or city agency.




3.6
      No
      representation or warranty by Seller contained in this Agreement, nor any
      statement in writing, certificate, list, statement or other instrument or
      document furnished to or to be furnished pursuant hereto, contains or will
      contain any untrue statement or omits to state a fact necessary in order to
      make
      the statements and information contained Therein not misleading.




3.7
      Seller shall not disclose and shall retain as confidential and secret, the
      identity of the customers of Seller and their addresses.




3.8
      Indemnification Seller agrees to indemnify and hold Purchaser harmless against
      any liability, loss or expenses incurred or sustained by Purchaser as a result
      of or attributable to any breach of any representation, warranty or obligation
      of Seller contained in this Agreement or in any document delivered to Purchaser
      pursuant hereto, against any liability, loss or expense that would not have
      been
      incurred or sustained by Purchaser if Seller's representations and warranties
      had been true and correct and if Seller's obligations herein had been performed
      according to the terms of this Agreement, and against any liability or
      obligation of, or claim, or cause of action (asserted or threatened to be
      asserted) against Seller (or its officers, directors, or associates) not
      specifically assumed by Purchaser.




5




(a)
      Seller further agrees to indemnify and hold Purchaser harmless against any
      debt.
      obligation or liability of Sel1er and Gedney Fuel Corp. and any debt, obligation
      or liability relating to or arising from the operation of Seller's or Gedney
      Fuel Corp's. business or ownership of the purchased assets prior to the Closing
      Date, except for liabilities explicitly assumed in the Agreement.




(b)
      Seller further agrees to indemnify and hold purchaser harmless against any
      damages caused by use of customer information by Seller's son and or Seller's
      wife.




3.9
      Purchaser agrees to indemnify and hold Seller harmless against any. liability
      or
      loss incurred by Seller as a result of work performed to Seller's accounts
      by
      Purchaser after the closing date in the event Seller is joined in a lawsuit
      for
      work performed by Purchaser.




(a)
      Purchaser does not and will not assume any debt, obligation or liability of
      Seller other than those specifically enumerated in the Agreement.




4.0
      Representation and \Warranties of Purchaser. Purchaser warrants and represents
      to Seller as follows:




4.1
      Purchaser is a corporation validly existing and in good standing under the
      laws
      of the State of New York as set forth above and has full power and authority
      to
      own, lease, and operate its properties and to caI1)' on its business as now
      being conducted.




4.2
      Purchaser has all requisite authority to enter into this Agreement and to
      consummate the transactions contemplated hereby. The execution, delivery and
      performance of this Agreement and the transactions contemplated hereby will
      not,
      without the giving of notice and/or the passage of time, violate any provision
      of law applicable to Purchaser
      or conflict with, result in the breach. or termination of any provisions of,
      constitute a default under, or result in the creation of lien, charge or
      encumbrance upon any of the assets of Purchaser pursuant or any corporate
      charter, by-laws, indenture or other agreement or instrument to which it is
      a
      party or by which it or its assets or properties is or may be
      bound.




6




5.0
      Conditions Precedent to Obli2ations of the Parties




5.1
      All
      of the representations and warranties of Purchaser shall be true and correct
      in
      all respects at the closing as if made at and as of the closing.




5.2
      All
      of the representations and warranties of Seller shall be true in all respects
      at
      the closing as if made at and as of the closing.




6.0
      Deliveries of Seller at Closing At closing, Seller shall deliver or cause to
      be
      delivered to Purchaser the following:




6.1
      A
      bill of sale covering the Customer Information and an assignment of service
      contracts, all in form satisfactory to counsel for Purchaser.




6.2
      The
      following documentation: Customer Information, as hereinabove set forth.;
      Customer Information from Seller to calculate degree days.




7.0
      The
      Closing




7.1
      The
      closing hereunder ("Closing") shall take place at 2:00 P.M. at 711 South
      Columbus Avenue, Mt. Vernon, New York 10550 on September_, 2005 or such date
      as
      may be agreed upon by the parties.




7.2
      At
      the closing, the service contracts shall be assumed by Purchaser, installation
      warranties and credit balances shall be adjusted on a pro rata.
      basis.




7


8.0
      Termination of Agreement. This agreement may be terminated and the obligations
      to consummate this transaction canceled at any time prior to closing as
      follows:




8.1
      By
      either party, if there has been material or purposeful misstatement or omission
      in a representation or a breach in any warranty on the part of the other party.
      This remedy shall not be exclusive and shall be in addition to all remedies
      otherwise available at law.




9.0
      Seller's Accounts Receivable




9.1
      In
      furtherance of the provisions of this Agreement, the parties acknowledge, one
      to
      the other, that the accounts receivable of the Seller are the property of the
      Seller and it is agreed by and between the respective parties hereto as
      follows:




(a)
      That
      the said accounts are not included in the sale;




(b)
      The
      Seller agrees to allow the Purchaser to set up an account Doing Business As
      (DBA) Gedney Fuel Corporation for the duration of the contract, to facilitate
      the collections of Sellers accounts receivable and any future payments from
      said
      Customer Information that may be paid in the name of Gedney Fuel
      Corporation.




(c)
      Seller further agrees to allow the use of the name Gedney Fuel Corporation
      for
      the duration of the contract. It is further understood by both parties that
      said
      usage shall be solely for the purpose of the sale or distribution of# 2 fuel
      oil.




(d)
      That
      the Seller will Dot, directly or indirectly, make or cause to make claim or
      demand upon or institute any action against any account receivable that may
      be
      due and payable to the Sel1er as of the date of closing unless it shall be
      with
      the prior written consent of the Purchaser or as authorized pursuant to this
      Agreement or is an account receivable in excess of 120 days;




8




(e)
      If
      any account receivable of the Seller, which is not an account receivable of
      the
      Purchaser, shall forward monies to the Purchaser on account of an indebtedness
      due Seller and there shall not be any indebtedness due from said customer to
      the
      Purchaser, the Purchaser will, with due diligence and reasonable dispatch,
      forward same to the Seller or said creditor as the case may require within
      15
      days after receipt thereof;




(f)
      If an
      account receivable of the Seller shall also be an account receivable of the
      Purchaser, it is agree~ by and between the parties, that the Purchaser will
      collect, on behalf of the Seller, the account receivable and same shall be
      paid
      out on a first in, first out basis provided said account receivable is within
      credit terms of 30 days nom the date of sale and as to those accounts, payment
      shall be made on a first in, first out basis. In the event an account receivable
      exceeds credit terms of 30 days from the date of sale, Purchaser shall not
      be
      obligated to collect from said account receivable and shall commence doing
      business, if it so desires, by opening the account on its book with "zero
      balance". AU collections made from accounts receivable in excess of 30 days,
      shall be collected by the Purchaser on behalf of the Seller and shall be paid
      out on a last in/first out basis.




(g)
      In
      the event payment is made by the account in excess of the amount of the delivery
      made by the Purchaser, Purchaser shall enter and include in its billing cycle
      to
      the customer, the amount owed by the customer to the Seller;




(h)
      Purchaser if it commences business with an account in excess of 30 days, shall
      open on its ledger a "zero balance" but shall enter and include in its billing
      cycle to the customer, the amount owed by the customer to the
      Seller;




(i)
      Purchaser shall account for and remit to Seller, the funds received from
      the
      accounts receivable of the Seller within 10 days after the end of the month
      wherein col1ection from the account was made;




9




(j)
      If an
      account pays any sum to Seller directly, the Seller shall turn over said sum
      to
      the Purchaser who shall credit the amount on the ledger of the account making
      payment and remit to Seller in accordance with the terms of this
      paragraph;




(k)
      Any
      payment received from the Purchaser from an account which is not an active
      account of the Purchaser, shall be remitted directly to the Seller.




(l)
      Seller, its accountant or duly authorized representative, is granted the
      privilege to examine the books and records of the Purchaser having reference
      to
      the collection from the accounts receivable of the Seller not included in the
      sale and for which Purchaser is acting as agent for collection. The verification
      is to occur during normal business hours at Purchaser's place of business and
      upon notice to Purchaser.




10.0
      Indemnification




10.1
      Purchaser does not assume or agree to assume and shall not acquire or take
      over
      any liability or obligation of any kind or nature of Seller, direct,
      contingence, or otherwise.




10.2
      Purchaser hereby agrees, subject to the remainder of this section 10.2, to
      assume and to discharge Seller's obligations under Seller's customer service
      contracts listed on Exhibit B hereto, all of which are in the form included
      with
      Exhibit B or other form containing this same substantive terms (the "Assumed
      Obligations"). The Assumed Obligations shall be limited to Seller's obligations
      to provide service and parts during the current term of a contract, and honoring
      any express \written warranty for replacement or repair of work previously
      done
      by Seller. Seller does not assume and in no event
      is
      responsible for any other claims by cU5tomers, including, without limitation,
      claims for damage or injury to persons or property or claims for incidental
      or
      consequential damages.




10




10.3
      Seller agrees to indemnify and hold Purchaser harmless from and against any
      and
      all claims, demands, actions, obligations and liabilities arising out of or
      relating to (i) sales tax obligations of Seller, (ii) Purchaser shall be liable
      for sales tax, if any, applicable to the purchase of the customer lists and
      assets of Seller.




11.0
      Notices All notices, requests and other communications shall be in writing
      and
      shall be deemed to have been fully delivered if delivered personally or mailed
      by certified mail, return receipt requested to the parties at their above
      address or such other address as a party may be designated in the manner
      provided herein for giving notices.




12.0
      Operations Pending Closing On and after the date hereof and until the Closing,
      the business of Seller shall be conducted in accordance with the following
      procedures:




12.1
      Seller shall conduct its business in the regular and ordinary course and shall
      use its best efforts to preserve for Purchaser, the existing relationships
      of
      customers, others having business relations with Seller and to maintain its
      competitive position. In particular, but not in limitation of the foregoing,
      Seller shall continue its normal every day delivery schedule and shall not
      deliver fuel oil to customers prior to the time it normally delivers pursuant
      to
      such schedule. Seller will not disclose the names of any customers to any person
      or entity.




12.2
      (a)
      During this period, Purchaser and its representatives may, at reasonable "times,
      continue to make such investigations to retain fuel oil business of Seller and
      other
      matters relating to the representations and warranties of Seller as Purchaser
      deems necessary or advisable to familiarize itself with such business and other
      matters relating thereto and to verify the accuracy of such representations
      and
      warranties. Purchaser agrees that should the closing not occur, for whatever
      reason, it will keep confidential and not divulge to third persons or use in
      any
      competitive endeavor any of the information received from Seller
      hereunder.




11




(b)
      Seller agrees that any inquiry or investigation made by Purchaser pursuant
      to
      this Agreement shall not, in any way, affect or lessen the representations
      and
      warranties made by it in this Agreement or their survival of the
      closing.




13.0
      Seller shall at dosing, with the execution hereof, assign, set over and transfer
      to Purchaser (at Purchaser's option), the right to the telephone number
      914-422-0064 and shall execute, on demand and without any charge therefore,
      any
      documents required by Verizon and/or AT&T to effectuate such
      assignment.




13.1
      If
      Se]1er's telephone number shall not be assigned and fully operational at
      Purchaser's premises prior to the closing, then until such telephone number
      is
      fully operational at Purchaser's premises (but no later than September , 2005)
      Seller shall afford to Purchaser access to Seller's present telephone at
      Purchaser' 5 expense on 24 hours a day. 7 days per week schedule.




13.2
      Seller shall, on the date of closing, make available and deliver to Purchaser,
      or its representatives, an of Seller's computer programs relating to
      customers.




14.0
      Additional Agreement




14.1
      After closing, Seller and Purchaser agree to facilitate the transfer of the
      customers to Purchaser by referring all calls from the customers to Purchaser
      at
      the telephone
      number assigned to Purchaser pursuant to Section 1 hereof or such other
      telephone numbers as may be designated by Purchaser; signing and sending to
      the
      customers (at Purchaser's expense) such letters or other communications as
      Purchaser may reasonably request; and will otherwise cooperate with Purchaser,
      in a reasonable manner, to facilitate the transfer of the customers' patronage
      to the Purchaser.




12




14.2
      At
      closing, Seller shall appoint Purchaser the agent of Seller to endorse and
      deposit in Purchaser's account, all checks payable to the order of Seller
      received from a customer relating to Seller's accounts receivable to be
      collected by Purchaser as provided in Section 9.




14.3
      Purchaser agrees to notify Seller of a claim or cause of action (asserted or
      threatened to be asserted) against Seller of which Purchaser obtains knowledge
      after c1osing.




15.0
      Restrictive Covenants




15.1
      Seller and Seller's wife Margaret Rubbino agree that for a period of five (5)
      years from the date of closing, they will not, individually or collectively
      or
      as a member of a corporation, joint venture or association~ sell or distribute
      #2 fuel oil in the County of Westchester.




16.0
      Miscellaneous




16.1
      The
      parties, each to the other, agree that Seller will be available between 9:00
      A.M. and 5:00 P.M. Monday through Friday through December 2005 for customer
      inquiries and/or collections. Seller further agrees to be available via
      telephone for the duration of the contract. Seller agrees to preserve for the
      Purchaser the existing relationships of Customers, and others having business
      relationships with Seller in order to maintain its competitive
      position.




13




16.2
      The
      parties, each to the other, acknowledge that no representations on warranties
      of
      any kind have been made by the other, except as expressly set forth herein.
      This
      Agreement constitutes the entire agreement among the parties hereto pertaining
      to the subject matter hereof and supersedes all prior and contemporaneous
      agreements (except those contemplated hereunder), understandings, negotiations
      and discussions, whether oral or written, of the parties, and there are no
      warranties, representations, or agreements among the parties in connection
      with
      the subject matter hereof, except as set forth or referred to herein. No
      supplement, modification or waiver or termination of this Agreement or any
      revision hereof shall be binding unless executed in writing by the parties
      to be
      bound thereby. AU representations and warranties made herein shall survive
      the
      closing.




16.3
      This
      Agreement is being delivered and is intended to be performed in the State of
      New
      York and shall be constructed and enforced in accordance with the laws of the
      State of New York.




16.4
      The
      parties hereto agree that they will, from time to time, execute and deliver
      any
      and all additional and supplemental instruments and do such other acts and
      things which may be necessary or desirable to effect the purposes of this
      Agreement and the consummation of the transaction contemplated by
      hereby.




16.5
      Waiver by any of parties hereto of any breach of, or exercise of any right
      under
      this Agreement, shall not be deemed a waiver of similar or other breaches or
      rights. The failure of a party to take action by reason of any such breach,
      or
      to exercise any such right, shall not deprive such party the right to take
      action at any time while such breach or condition giving rise to such right
      continues.




14


16.6
      Captions and section headings used herein are for convenience on land are not
      a
      part of the right to take action at any time while such breach or condition
      giving rise to such right continues.




16.7
      All
      of the terms and provisions of this Agreement shall be binding upon and shall
      inure to the benefit of the parties hereto and their respective transferees,
      successors and assigns.




16.8
      Each
      of the parties represents and warrants that it had dealt with no broker or
      finder in connection with this transaction.




16.9
      If
      any provision of this Agreement is held to be invalid or unenforceable7 such
      provision shall be deemed to be severable and shall not invalidate or make
      unenforceable any other provision of this Agreement.




15




IN WITNESS WHEREOF, the parties hereto have set their hands
      and seals the day and year above first written.




**PATSY
              RUBBINO, Jr.**By:
            /s/
              Patsy Rubbino, Jr.




**CLICKABLEOIL.COM,
                INC.**By:
              /s/
                Guy PipoloBy:
              /s/ Paul Kaufman


Gedney
      Fuel Corp. hereby disclaims in favor of Purchaser any interest in any of the
      purchased assets set forth in Section 2 of the foregoing Agreement.


**Gedney
                  Fuel Corp.**By:
                /s/
                  Patsy Rubbino, Jr.President
  16


**ASSET
      PURCHASE AGREEMENT**




THIS
      ASSET PURCHASE AGREEMENT (“ Agreement ”)
      is
      made this ____ day of July, 2005, by and between Clickableoil.com, Inc. (the
“ Buyer ”)
      and
      Allamuchy Transport, Inc. (“ Seller ”).





WITNESSETH:





WHEREAS,
      Seller is engaged in the business of selling and delivering No. 2 fuel oil
      to
      retail customers and providing services to such customers’ heating systems (" Business ");
      and




WHEREAS,
      Buyer desires to purchase from Seller, and Seller desires to sell to Buyer,
      certain of Seller's assets used in the Business upon the terms and conditions
      hereinafter set forth.





NOW,
      THEREFORE, in consideration of the mutual covenants and agreements contained
      herein, the parties agree as follows:





1. BASIC
      TRANSACTION .





1.1. Purchase
      and Sale of Assets .
      Subject to the terms and conditions hereinafter set forth, Seller agrees to
      sell, assign, transfer and convey to Buyer, and Buyer agrees to purchase from
      Seller, on the Closing Date (as hereafter defined), all of the right, title
      and
      interest of Seller in the following assets related to the Business
      (collectively, the “ Assets ”)
      free
      and clear of any liabilities, obligations, adverse claims, security interests,
      liens and encumbrances except as explicitly permitted herein:





(a) Customer
      Contracts . Those
      outstanding delivery, sale and service agreements and purchase orders between
      Seller and its customers as described in and attached hereto as Schedule
      1.1(a) , if
      any. Seller and Buyer shall execute an Assignment and Assumption Agreement
      for
      the Customer Contracts in substantially the same form and content as Exhibit
      1.1(a) .





(b) Customer
      Information . All
      customer lists and customer data, and sales and promotional material and other
      sales-related material relating to, or used in connection with the operation
      of,
      the Business, including, without limitation, contact information for all
      customers and pricing information (collectively, the “ Customer
      Information ”);





(c) Name. The exclusive right to use the name Allamuchy Oil or variations thereof in
      connection with the operation of the Business. Seller shall cease use of the
      name Allamuchy Oil, and shall not use any similar name except that it may use
      “Allamuchy Fuel” or “Allamuchy Transport” with respect to its diesel fuel
      business. Seller cancel all registered fictitious names containing the term
      Allamuchy Oil.





(d) Phone
      Number . All
      phone and fax numbers of Seller used in connection with the Business, including
      the number 866-645-6261. For a period of two years after Closing, Buyer shall
      refer to Seller, by giving the caller a new phone number supplied by Seller,
      all
      calls requesting diesel fuel sales or service received through one of Seller’s
      former phone numbers. After two years, Buyer may continue to refer such calls
      for diesel, and shall receive the fees specified in Section 5.5 of this
      Agreement for such referrals.







1.2. No
      Assumption of Liabilities . Buyer
      is acquiring the Assets hereunder without any assumption of Seller's debts,
      obligations, liabilities, accounts payable, or commitments of Seller, whether
      accrued now or hereafter, whether fixed or contingent, or whether known or
      unknown, except as explicitly provided in this Section 1.2. Seller will deliver
      products and provide services under the Customer Contracts on or after the
      Closing Date pursuant to the terms and conditions of the Transport Agreement
      to
      be entered into between the parties at Closing. Notwithstanding the foregoing,
      Buyer will respond to all customer complaints without question as to the time
      period in which the complaint arose, provided that Buyer will not assume any
      liability due to defective service or delivery caused by Seller or spillage
      caused by Seller, and Buyer will not honor any commitments by Seller to provide
      service, repair or remedy, except at Buyer’s customary charges.





1.3. Excluded
      Assets . Buyer
      is not acquiring any assets of Seller except for those described in this
      Agreement. Without limiting the generality of the foregoing sentence, Buyer
      is
      not acquiring the customer information, customer contracts, goodwill and other
      assets related solely to the Seller’s diesel fuel business. In addition, Seller
      may continue selling No. 2 fuel oil to the customers listed on Schedule 1.3
      hereof, provided such customers are on the date hereof also customers of
      Seller’s diesel oil business and Seller discontinues using the name Allamuchy
      Oil with such customers.





2. PURCHASE
      PRICE.





2.1. Price . The
      purchase price for the Assets shall be as follows (collectively, the "Purchase
      Price"):





(a) Payment
      at Closing . Buyer
      shall pay Seller the amount of $156,000 (fixed price) by wire transfer or
      certified check on the Closing Date. The fixed price will be reduced by the
      purchase price of any No. 2 fuel oil prepaid to Seller but not delivered as
      of
      Closing. In addition, at Closing the fixed price will be reduced by the then
      outstanding amount of the credit previously provided to Seller by Buyer. On
      the
      date of this Agreement, such amount was approximately $24,000. The Buyer and
      Seller shall mutually agree upon the outstanding amount at Closing.





(b) Deferred
      Payment . Buyer
      shall pay an amount equal to (i) $.30 multiplied by the number of gallons of
      fuel oil sold to Seller’s customers in the period beginning one day after the
      Closing Date and ending on the first anniversary of the Closing Date, less
      (ii)
      $156,000. This amount shall be paid within fifteen (15) days after the first
      anniversary of the Closing Date. Payment will be accompanied by a statement
      showing calculation of the payment certified by the Chief Financial Officer,
      or
      equivalent officer, of Buyer. No payment shall be made if the amount calculated
      in clause (i) does not exceed $156,000. In the event that any undisputed or
      otherwise definitively proven amount of the deferred purchase price in excess
      of
      $2,500 is not paid within ten (10) days after demand by Seller, Seller, upon
      30
      days’ notice to Buyer, in addition to any and all other remedies available at
      law or in equity, shall be entitled to use the name Allamuchy Oil and Buyer
      shall cease use of the name Allamuchy Oil.


2




(c) Assumption
      and Performance . On the
      Closing Date, Buyer shall assume and accept assignment of the Customer Contracts
      listed on Schedule
      1.1(a) and
      shall use its commercially reasonable efforts to timely and diligently perform
      all of its duties and obligations thereunder arising after the Closing Date.
      The
      obligations and liabilities assumed by Buyer under customer contracts shall
      be
      subject to the provisions of Section 1.2.





2.2. The
      Closing .
      Subject to fulfillment of the conditions set forth in Section 6 of this
      Agreement, the closing of the transaction contemplated herein (" Closing ") shall
      be held at the offices of Buyer on July 18, 2005, or at such other place or
      such
      later date as the parties hereto may mutually establish (" Closing
      Date ").





2.3. Transactions
      at Closing . At the
      Closing, the following transactions shall occur, all of which shall be deemed
      to
      occur simultaneously:





(a)   
      Seller shall deliver or cause to be delivered to Buyer, each in form reasonably
      satisfactory to Buyer and its counsel:





(i)
            A
                bill of sale (“Bill
                of Sale”)
                conveying and transferring to Buyer the Assets, in the form attached
                hereto asExhibit
                A;





(ii)
            An
                Assignment and Assumption of Contracts in the form attached hereto
                asExhibit
                B;





(iii)
            A
                Certificate of Good Standing with respect to Seller from the state
                of
                Seller’s incorporation, and in not incorporated in New Jersey, a
                Certificate of Good Standing as a foreign corporation in New
                Jersey.;





(iv)
            A
                copy of the resolutions of the directors of Seller authorizing the
                execution, delivery and performance of this Agreement and the transactions
                contemplated herein;





(v)
            A
                copy of the consent of the sole shareholder of Seller authorizing
                the
                execution, delivery and performance of this Agreement and the transactions
                contemplated herein;





(vi)
            Such
                other documents as may be reasonably requested by Buyer or Buyer’s
                attorney in order to complete the transactions contemplated by this
                Agreement; and




3




(vi)
            The
                Buyer’s standard Transport Agreement, on the terms referenced in Section
                5.4 of this Agreement.




(b) 
        Buyer shall deliver or cause to be delivered to Seller each in form
      reasonably satisfactory to Seller and its counsel:





(i)
            The
                portion or the Purchase Price payable at Closing, as set forth in
                Section
                2.1(a) of this Agreement;





(ii)
            A
                copy of the resolutions of the directors of Buyer authorizing the
                execution, delivery and performance of this Agreement and the transactions
                contemplated herein;





(iv)
            The
                Assignment and Assumption of
                Contracts;





(v)
            Such
                other documents as may be reasonably requested by Seller or Seller’s
                attorney in order to complete the transactions contemplated by this
                Agreement; and





vi)
            The
                Buyer’s standard Transport Agreement, on the terms referenced in Section
                5.4 of this Agreement.




3. REPRESENTATIONS
      AND WARRANTIES OF SELLER . To
      induce Buyer to enter into this Agreement and perform its obligations hereunder,
      Seller represents and warrants to Buyer as follows:





3.1. Organization
      and Standing . Seller
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of New Jersey.





3.2. Authorization
      of Transaction. Seller
      has full power and authority (including corporate power and authority) to
      execute and deliver this Agreement and to perform its obligations hereunder.
      The
      board of directors and shareholders of Seller have duly authorized the
      execution, delivery, and performance of this Agreement by Seller. This
      Agreement, constitutes a valid and legally binding obligation of Seller,
      enforceable in accordance with its terms.





3.3. Title
      to Assets; Encumbrances . Seller
      has good and marketable title to each and all of the Assets, free and clear
      of
      any liabilities, obligations, adverse claims, security interests, liens and
      encumbrances (collectively, " Claims "),
      other than Claims set forth on Schedule 3.3 hereof. All of the Claims set forth
      on Schedule 3.3 shall be satisfied at Closing or the claimants shall provide
      releases or other written assurances reasonably acceptable to Buyer that neither
      the Buyer nor the Assets shall be subject to such claims, in a form and manner
      reasonably acceptable to Buyer. Seller will convey to Buyer at the Closing
      good
      and marketable title to all the Assets, free and clear of Claims of any third
      party.


4




3.4. Customer
      Contracts . Seller
      has no written or oral agreement with any customer regarding the sale of No.
      2
      fuel oil or related service except as set forth on Schedule 3.4. Schedule 3.4
      also contains a schedule of any No. 2 fuel oil which has been paid for by a
      Customer but has not been delivered and will not be delivered before Closing.
      No
      Material Customers (defined in the next sentence) have notified Seller within
      the past 120 days of their intent to cease to do business with Seller. “Material
      Customers” means customers whose No. 2 fuel purchases since January 1, 2004
      represent 10% or more of Seller’ total No. 2 fuel sales during that period, as
      measured in gallons.





3.5. Brokers
      or Finders. Seller
      has not incurred any obligation or liability, contingent or otherwise, for
      brokerage or finders' fees or agents' commissions or other like payment in
      connection with this Agreement.





3.6. No
      Material Adverse Changes . Except
      as disclosed by Seller to Buyer in writing, since September 30, 2004 as there
      has been no material adverse change in Seller’s financial condition or its
      seasonal fuel sales.





3.7. Customer
      Relations . Seller
      has not in the past three months received materially more customer complaints
      regarding its No. 2 fuel oil business or related services, on a percentage
      of
      customers basis, than its average historical amount of customer
      complaints.





3.8. Representations
      Regarding Sales. The
      written sales information provided by Seller to Buyer attached hereto as
      Schedule 3.8 is true and correct in all material respects. Since the date of
      the
      information provided on Schedule 3.8, there has been no material reduction
      in
      periodic sales by gallon in comparable periods.





3.9. Taxes . Except
      as set forth on Schedule 3.9, Seller has paid all taxes which may be imposed
      on
      it related to its income, operations, existence, sales, assets, employees and
      otherwise which have become due before the date hereof, including without
      limitation all sales and other taxes collected from customers for the benefit
      of
      taxing authorities. Except as set forth on Schedule 3.9, Seller has properly
      withheld or collected and paid over to the appropriate authorities all taxes
      and
      other charges it is required to withhold or collect from customers or employees.
      As to taxes which are not yet due, Seller agrees to pay such taxes on or before
      the due date. Except as set forth on Schedule 3.9, Seller has timely and
      properly filed all tax returns of any type during the previous five years.
      All
      matters disclosed on Schedule 3.9 will be satisfied or remedied, or Buyer shall
      have been provided reasonably acceptable releases or other written assurances
      that neither Buyer nor the Assets will be subject to any such matters, on or
      before Closing.





3.10. Legal
      Proceedings . Except
      as set forth on Schedule 3.10, there are no (and, during the five years
      preceding the date hereof, there have not been any) actions, suits, proceedings,
      orders or investigations pending or, to the knowledge of Seller, threatened
      against or affecting the Seller, the Assets or the Business at law or in equity,
      or before any arbitrator, or before or by any federal, state, municipal or
      other
      governmental department, commission, board, bureau, agency or instrumentality,
      domestic or foreign, and there is no reasonable basis known to Seller for any
      of
      the foregoing. Except as set forth on Schedule 3.10, Seller is not subject
      to or
      bound by any outstanding orders, judgments or decrees of any court or
      governmental entity with respect to the Business or Assets.


5




3.11. Environmental
      and Permit Matters . To the
      knowledge of Seller, Seller is in compliance in all material respects with
      all
      federal, state, and local statutes, ordinances, guides having the effect of
      law,
      rules and regulations, all court orders and decrees and arbitration awards,
      which pertain to environmental matters or contamination of any type whatsoever
      (“Environmental Laws”). A description of any outstanding notice, citation,
      inquiry or complaint which Seller has received of any alleged violation of
      any
      Environmental Law or permit relating to the Business or the Assets known to
      Seller has been provided to Buyer in writing. (As used in the preceding
      sentence, the term “outstanding” refers to any notice, citation, inquiry or
      complaint that pertains to a matter that has not been corrected or otherwise
      resolved.) Seller possesses all permits of any type which are currently required
      for the operation of the Business, and to Seller’s knowledge is in compliance in
      all material respects with the provisions of all such permits. Other than spill
      or leaks occurring in the ordinary course of business which have been resolved,
      there has been no generation, storage, disposal, treatment or transportation
      of
      any Hazardous Materials (as herein defined) by Seller, or to Seller’s knowledge
      on behalf of Seller in violation of, or which could give rise to any liability
      or obligation of Seller under, any Environmental Laws.





4. REPRESENTATIONS
      AND WARRANTIES OF BUYER. To
      induce Seller to enter into this Agreement and perform its obligations
      hereunder, Buyer represents and warrants to Seller as follows:





4.1. Organization
      and Standing . Buyer
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the jurisdiction of its incorporation.





4.2. Authorization
      of Transaction. Buyer
      has full power and authority (including corporate power and authority, if
      applicable) to execute and deliver this Agreement and to perform its`
      obligations hereunder. The board of directors has, to the extent required,
      duly
      authorized the execution, delivery, and performance of this Agreement by Buyer.
      This Agreement, constitutes a valid and legally binding obligation of Buyer
      and
      Seller, enforceable in accordance with its terms.





4.5. Brokers
      or Finders. Buyer
      has not incurred any obligation or liability, contingent or otherwise, for
      brokerage or finders' fees or agents' commissions or other like payment in
      connection with this Agreement.




5. POST-CLOSING
      COVENANTS.





5.1. Non-Competition.





(a)      For a period commencing on the Closing
      Date and concluding on the seventh anniversary of the Closing Date,(" Post-Closing
      Period "),
      Seller and Chris Pillitteri agree that none of Seller nor Chris Pillitteri
      will,
      in the Territory (as defined below), (i) directly or indirectly engage in or
      have a financial interest in, as an owner, partner, member, stockholder,
      officer, director, manager, employee, agent, contractor, consultant or
      otherwise, or provide any services to, any Competing Business, (ii) solicit,
      divert or appropriate or attempt to solicit, divert or appropriate, directly
      or
      indirectly, for or on behalf of itself or any other person, any business
      relating to the Business from any person who is at the time of the solicitation,
      or has at any time within five (5) years prior to the date of such action been,
      a customer or supplier of the Business; or (iii) solicit or attempt to solicit
      for hire any person who is an employee of Buyer. “ Competing
      Business ”
means
      the retail sale of No. 2 fuel oil or any services related thereto. “ Territory ”
means
      the area within a 75 mile radius of the Seller’s primary office on the date of
      this Agreement. Notwithstanding the foregoing, Seller may continue to sell
      No. 2
      fuel oil to the customers listed on Schedule 1.3 hereto, under the conditions
      set forth in Section 1.3.


6




(b)
          If the final judgment of a court of competent jurisdiction
      declares that any term or provision of this Section is invalid or unenforceable,
      the parties agree that the court making the determination of invalidity or
      unenforceability shall have the power to reduce the scope, duration, or area,
      to
      delete specific words or phrases, or to replace any invalid or unenforceable
      term or provision with a term or provision that is valid and enforceable and
      that comes closest to expressing the intention of the invalid or unenforceable
      term or provision, and this Agreement shall be enforceable as so
      modified.




5.2. Audit
      Rights. Seller
      shall have the right to examine the sales records of Buyer as the same relate
      to
      the calculation of the payment due under paragraph 2.1(b), in order to verify
      the number of gallons sold to Seller’s customers. If an audit reveals a
      deficiency in an amount paid to Seller, Buyer shall pay such deficiencies to
      Seller within ten (10) calendar days notice thereof (a “ Notice ”).
      If
      the aggregate deficiencies in payment found by such examination exceeds 3%
      of
      the reported sales in excess of 520,000 gallons, Buyer shall also pay to Seller
      the amount of the actual reasonable costs and expenses incurred by Seller
      (including, without limitation, the cost of independent accountants) in
      connection with such audit, not to exceed the amount of such
      deficiency.





5.3. Confidentiality. During
      the Post-Closing Period, the Buyer and the Seller will maintain in confidence,
      and cause each of their directors, officers, employees, agents and advisors
      to
      maintain in confidence, and not disclose to any third party, or use for the
      benefit of itself or any third party, any written, oral or other information
      obtained in confidence from the other party to this Agreement in connection
      with
      this Agreement or the transactions contemplated hereby (the “ Confidential
      Information ”)
      (unless such information (i) was already known to such party prior to receiving
      it from the delivering party, or (ii) was or becomes part of the public
      knowledge or literature other than by breach of this Agreement, or (iii) was
      received from a source not bound by a duty of confidentiality to the delivering
      party, or (iv) is developed by the receiving party independently of any
      Confidential Information received by the receiving party from the delivering
      party, or (v) is necessary to enforce the rights of a party under this
      Agreement), unless the use of such Confidential Information is necessary or
      appropriate in making any filing or obtaining any consent or approval required
      for the consummation of this Agreement or the transactions contemplated hereby
      or unless the furnishing of such Confidential Information is required by law.
      After Closing, all customer information relating to the Business shall be the
      Confidential Information of Buyer.


7




5.4. Transport
      Agreement. Seller
      shall provide oil delivery services for sales of No. 2 fuel oil to its former
      customers and others on behalf of Buyer for a five year period following
      Closing, at the rate of $.12 per gallon for deliveries out of the Royal terminal
      in Netcong, NJ and $.15 per gallon for deliveries out of the Port of Newark
      terminal, and upon the terms and conditions contained in Buyer’s standard
      transport agreement to be executed at Closing. The transport agreement shall
      provide that Seller shall be entitled to collect a service fee from customers
      for deliveries of less than 150 gallons. The amount of the service fee shall
      be
      mutually agreed between Seller and Buyer.





5.5 Referral
      Fees. Buyer shall pay Seller referral fees for any new customers first referred by
      Seller to Buyer as follows:





(a)  
        For homeowner customers, Buyer will pay Seller $35 upon the customer’s
      execution of an oil delivery contract.





(b) 
        For commercial customers who execute oil delivery contracts for a minimum
      of one year or 100,000 gallons, Buyer will pay Seller $.02 per gallon for all
      purchases by such customers, for so long as they remain customers of Buyer.
      Such
      referral fee shall be paid only after receiving payment from the customer.
      Referral fees under paragraphs (a) and (b) will be paid monthly, accompanied
      by
      a statement containing reasonable detail.





A
      customer shall be considered a new customer for purposed of thus section 5.5
      only if the customer was not a customer of Seller at closing or at any time
      within 12 months prior to Closing, and was not a customer of Buyer at the time
      the referral was made or at any time within 12 months prior to Seller’s making
      the referral.





Should
      Buyer refer new diesel customers to Seller after the second anniversary of
      Closing, as discussed in paragraph 1.1(d), above, Seller shall pay Buyer
      referral fees in the same amount and manner as specified above for referral
      fees
      paid to Seller by Buyer.





6. CONDITIONS
      TO CLOSING.




6.1. Seller's
      Conditions of Closing . The
      obligations of Seller hereunder shall be subject to and conditioned upon the
      satisfaction at the Closing of each of the following conditions:




(a) 
        All representations and warranties of Buyer contained in this Agreement
      and the Schedules hereto shall be true and correct in all material respects
      at
      and as of the Closing Date.





(b) 
        Buyer shall have performed all agreements and covenants and satisfied all
      conditions on each of their part to be performed or satisfied by the Closing
      Date pursuant to the terms of this Agreement.


8




(c)
        No action, proceeding, investigation, regulation or legislation shall
      have been instituted, threatened or proposed before any court, governmental
      agency or legislative body to enjoin, restrain, prohibit, or obtain substantial
      damages in respect of, or which is related to, or arises out of, this Agreement
      or the consummation of the transactions contemplated hereby, or which is related
      to or arises out of Buyer or Seller, if such action, proceeding, investigation,
      regulation or legislation would make it inadvisable to consummate such
      transactions.




6.2. Buyer's
      Conditions of Closing . The
      obligations of Buyer hereunder shall be subject to and conditioned upon the
      satisfaction at the Closing of each of the following conditions:




(a) 
        All representations and warranties of Seller contained in this Agreement
      and the Schedules hereto shall be true and correct in all material respects
      at
      and as of the Closing Date.





(b)
          Seller shall have performed all agreements and covenants and
      satisfied all conditions on its part to be performed or satisfied by the Closing
      Date pursuant to the terms of this Agreement.





(c)
          There shall have been no material adverse change in the condition
      (financial or otherwise) of the Seller since the execution of this
      Agreement.





(e)
          No action, proceeding, investigation, regulation or legislation
      shall have been instituted, threatened or proposed before any court,
      governmental agency or legislative body to enjoin, restrain, prohibit, or obtain
      substantial damages in respect of, or which is related to, or arises out of,
      this Agreement or the consummation of the transactions contemplated hereby,
      or
      which is related to or arises out of Buyer or Seller, if such action,
      proceeding, investigation, regulation or legislation would make it inadvisable
      to consummate such transactions.





6.3 Mutual
      Conditions to Closing . The
      obligations of each of Buyer and Seller hereunder shall be subject to and
      conditioned upon (i) Seller’s obtaining a release of the security interest on
      the Assets held by Skylands Community Bank prior to or simultaneous with the
      Closing, and (ii) Seller’s obtaining a release of the Assets and Buyer from all
      liens and other potential liability relating to Seller’s and Chris Pilliteri’s
      obligations to the State of New Jersey for taxes, or other arrangements shall
      have been made satisfactory to Buyer, in its sole discretion, with respect
      to
      the obligations to the taxing authorities. Seller shall use its best efforts
      to
      obtain the satisfaction of the conditions set forth in this Section 6.3,
      provided, however, that this shall not be construed to require Seller to pay
      any
      liability it disputes in good faith or to make aggregate payments in excess
      of
      the amount to be paid by Buyer at Closing.





In
      the
      event the conditions set forth in this Section 6.3 are not satisfied on or
      before August 31, 2005, either party may terminate this agreement by written
      notice to the other, without liability for such termination; provided however,
      that such termination shall not relieve either party from liability for breach
      of any covenant, representation or warranty contained in this
      Agreement.


9




7. INDEMNIFICATION.





7.1. Indemnification
      by Seller . From
      and after the date of this Agreement, Seller shall indemnify, defend and hold
      harmless Buyer and its agents, employees, representatives, attorneys,
      stockholders, officers, directors, successors and assigns (severally and
      collectively, the " Indemnified
      Buyer ")
      against and from all liabilities, obligations, losses, damages, penalties,
      claims, actions, suits, judgments, settlements, out-of-pocket costs, expenses
      and disbursements (including reasonable costs of investigation, and reasonable
      attorneys, accountants, expert witnesses fees and other costs of defense),
      of
      whatsoever kind and nature, which the Indemnified Buyer shall incur or suffer
      as
      a result of (i) the inaccuracy of any representation or warranty of Seller,
      (ii)
      the breach of any covenant or agreement of Seller set forth herein or of Chris
      Pillitteri set forth in Section 5.1 hereof, or (iii) any liability of Seller
      and
      any liability relating to or arising from the operation of the Business or
      ownership of the Assets prior to the Closing Date except for liabilities
      explicitly assumed in this Agreement. Indemnified Buyer’s rights under this
      indemnity, and its reliance on the representations and warranties of the Seller,
      shall not be affected by any investigation or lack of investigation by the
      Buyer
      or knowledge of the Buyer prior to the Closing Date.




7.2. Indemnification
      by Buyer and Seller . From
      and after the date of this Agreement, Buyer shall indemnify, defend and hold
      harmless Seller and its agents, employees, representatives, attorneys,
      stockholders, officers, directors, successors and assigns (severally and
      collectively, the " Indemnified
      Seller ")
      against and from all liabilities, obligations, losses, damages, penalties,
      claims, actions, suits, judgments, settlements, out-of-pocket costs, expenses
      and disbursements (including reasonable costs of investigation, and reasonable
      attorneys, accountants, expert witnesses fees and other costs of defense),
      of
      whatsoever kind and nature, which the Indemnified Seller shall incur or suffer
      as a result of (i) a material inaccuracy of any representation or warranty
      of
      Buyer, (ii) a material breach of any covenant or agreement set forth herein
      of
      Buyer, (iii) the operation of the Business of after the Closing
      Date.





7.3. Survival;
      Limitations. The
      representations and warranties in this Agreement and the Schedules and Exhibits
      attached hereto or delivered in any writing delivered by any party to any of
      the
      other parties in connection with this Agreement shall survive the Closing.
      No
      claim may be brought for indemnification hereunder unless a notice of claim
      or
      potential claim is given by the party seeking indemnification as follows: (i)
      any claim for intentional misrepresentation or fraud may be brought at any
      on or
      before the second anniversary of the Closing date; (ii)any claim relating to
      a
      breach of representation, warranty or covenant relating to taxes may be made
      at
      any time prior to the expiration of the applicable limitations period for the
      taxing entity to bring any related claim; (iii) any claim for breach of a
      covenant which is to be performed after closing may be made at any time within
      one year after the breach occurs, and any claim with respect to the deferred
      payment discussed in section 2.1(b) may be made on or before the second
      anniversary of the Closing Date; and (iv) any other claim shall be made on
      or
      before the first anniversary of the Closing date. No claim for indemnity shall
      be made hereunder unless and until the Indemnified Seller or Indemnified Buyer,
      as the case may be, has incurred $15,000 of actual damages and related expenses,
      and then such claim may be made only for such amounts in excess of $15,000.
      The
      foregoing damage limitation shall not apply to the Deferred Payment defined
      in
      Section 2.1; Seller shall be entitled to bring a claim against Buyer for any
      deficiency in the Deferred Payment.


10





7.4. Notice
      of Claims and Potential Claims . Any
      claim for indemnity shall be made by written notice to a party (" Indemnifying
      Party ")
      specifying in reasonable detail the amount and the basis of the claim. The
      Indemnified Seller or Buyer agree to give prompt written notice to the
      Indemnifying Party of the receipt by the Indemnified Seller or Buyer of notice
      of any claim by a third party against the Indemnified Seller or Buyer which
      might give rise to a claim against the Indemnifying Party stating the nature
      and
      basis of such claim and, if ascertainable, the amount thereof. In connection
      with any such third party claim, the Indemnifying Party may, at its election
      and
      expense, have the right to participate in the defense of such third party claim
      and no such third party claim shall be settled without the consent of the
      Indemnifying Party which consent shall not be unreasonably withheld or
      delayed.




8. MISCELLANEOUS.





8.1. Right
      to Assign .
      Neither party may assign its rights and obligations under this Agreement without
      the written consent of the other party, except that Buyer may assign its rights
      and obligations to its parent company, an entity controlled by its parent
      company or any purchaser of all or substantially all of Buyer’s business, after
      the deferred payment described in Section 2.1 (b) has been paid in
      full.





8.2. Notices . All
      notices, requests, demands, claims, and other communications hereunder shall
      be
      in writing. Any notice, request, demand, claim, or other communication hereunder
      shall be deemed duly given when received by the intended recipient and shall
      be
      sent by Federal Express, or by registered or certified mail, return receipt
      requested, postage prepaid, and addressed to the intended recipient as set
      forth
      below:





If
      to the
      Seller:


414
      Blackwell Street


Dover,
      NJ
      07801


Phone:


Fax:





With
      a
      copy to:


Shapiro
      and Croland


Attn:
      Stuart Reiser, Esq.


411
      Hackensack Avenue


Hackensack,
      New Jersey 07601


Phone:
      (201)488-3900


Fax:
      (201)488-9481


11




If
      to the
      Buyer:


Clickableoil.com,
      Inc.


711
      South
      Columbus Avenue


Mount
      Vernon, New York, 10550


Phone:
      914-699-5190


Fax:
      914-663-1233




With
      a
      copy to:


Eckert
      Seamans Cherin & Mellott, LLC


Attn:
      Gary A. Miller, Esq..


1515
      Market St., 9 th Floor


Philadelphia,
      PA 19102


Phone:
      (215)851-8472


Fax:
      (215)851-8383





8.3. Interpretation . In all
      references herein to any parties, persons, entities or corporations, the use
      of
      any particular gender, or the plural or singular number is intended to include
      the appropriate gender and number as the text of the within Agreement may
      require. The captions used herein are inserted for convenience of reference
      only
      and are not intended to be a part of or to affect the meaning or interpretation
      of this Agreement.





8.4. Severability . The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provisions of this Agreement,
      which shall remain in full force and effect.





8.5. Parties
      in Interest . This
      Agreement shall be binding upon and inure solely to the benefit of the parties
      hereto and their permitted successors and assigns.





8.6. Risk
      of Loss . The
      risk of loss or damage to the Assets by fire or other casualty between the
      date
      hereof and the Closing Date shall be borne by Seller.





8.7. Amendment . This
      Agreement may not be amended except by an instrument signed in writing on behalf
      of each of the parties hereto.





8.8. Entire
      Agreement . This
      Agreement constitutes the entire agreement between the parties hereto and
      supersedes all other agreements, written and oral, among the parties or any
      of
      them with respect to the subject matter hereof.





8.9 Counterparts . This
      Agreement may be executed in one or more facsimile counterparts all of which
      shall together constitute one and the same instrument.





8.10. Further
      Assurances . In
      connection with the transaction contemplated under this Agreement, the parties
      agree to fully cooperate with each other in furtherance of the consummation
      of
      this Agreement, and to execute and deliver such further instruments or take
      such
      further actions as may be reasonably necessary and proper to effectuate and
      carry out the transaction contemplated hereunder.





[signatures
      contained on following page]


12




*Signature
      Page to Asset Purchase Agreement*





IN
      WITNESS WHEREOF, the parties hereto have executed this Asset Purchase Agreement
      as of the date first set forth above.


**SELLER:**
            
            
            **As
                to Section 5.1:****Allamuchy
                Transport, Inc.**By:Name:  Chris
                Pillitteri
            
            
            Chris
                Pillitteri, IndividuallyTitle:**BUYER****Clickable
                Oil.com, Inc.**By:Guy
                Pipolo




13




**EXHIBIT
      A**




**BILL
      OF SALE**





THIS
      WARRANTY BILL OF SALE (the "Bill of Sale") is made as of _______________ 2005,
      by **Allamuchy
      Transport, Inc** . ( " Transferor "),
      pursuant to the terms of the Asset Purchase Agreement (the "Agreement") dated
      February ________, 2005 by and between Transferor and **Clickableoil.com,
      Inc.** (“ Transferee ”)
      All
      capitalized terms not otherwise defined herein shall have the respective
      meanings ascribed thereto in the Agreement.





FOR
      CONSIDERATION duly paid to Transferor, the receipt of which is hereby
      acknowledged, intending to be legally bound, Transferor hereby sells, transfers,
      assigns and delivers to Transferee the Assets identified in Exhibit
      A-1 hereto.





TO
      HAVE
      AND TO HOLD the same unto Transferee, its successors and assigns,
      forever.





Transferor,
      for itself, it successors and assigns hereby warrants, and will forever defend,
      the present good and clear title to the Assets, free and clear of all security
      interests, liens, claims or other encumbrances.





Transferor
      hereby constitutes Transferee and its successors and assigns as Transferor's
      true and lawful attorney-in-fact, with full power of substitution, in the name
      of Transferor but for the benefit of Transferee (a) to institute and prosecute
      all proceedings which Transferee may deem proper in order to collect, assert
      or
      enforce any claim, right or title of any kind in and to the Assets, to defend
      or
      compromise any and all actions, suits or proceedings in respect of any of the
      Assets, and to do all such acts and things in relation thereto as Transferee
      shall deem advisable; and (b) to take all actions which Transferee may deem
      proper in order to provide for Transferee the benefit under any and all claims,
      agreements, permits, contracts, licenses, leases, commitments, sales orders
      or
      purchase orders which are included among the Assets where any required consent
      of another party to the assignment thereof to Transferee has not yet been
      obtained. Transferor acknowledge that the foregoing powers are coupled with
      an
      interest and shall be irrevocable by Transferor for any reason
      whatsoever.


14




Transferor
      represent and warrant to Transferee that Transferor have the right, power,
      legal
      capacity and authority to execute and deliver this Bill of Sale and to transfer
      the Assets pursuant hereto.




IN
      WITNESS WHEREOF, the undersigned as duly executed and delivered this Bill of
      Sale, effective as of __________________________, 2005.




**TRANSFEROR:****Allamuchy
                Transport, Inc.**By:Name:
                Chris Pillitteri, President




15




STATE
      OF
      :


:
      ss


COUNTY
      OF
      :





On
      this,
      the ______ day of ______________, 2005, before me, a Notary Public in and for
      the State and County aforesaid, the undersigned officer, personally appeared
      Chris Pillitteri, who acknowledged himself to be the President of Allamuchy
      Transport, Inc., a corporation (the “Corporation”), and that he as such
      President, being authorized to do so, executed the foregoing instrument for
      the
      purposes therein contained by signing the name of the Corporation by himself
      as
      a duly authorized officer.




IN
      WITNESS WHEREOF, I hereunto set my hand and official seal.


Notary
                PublicMy
                Commission Expires:


16




***EXHIBIT
      A-1***




**TO
      BILL OF SALE**







**AMENDMENT
      NO. 1**


**TO**


**ASSET
      PURCHASE AGREEMENT**




THIS
      AMENDMENT NO. 1 TO Asset Purchase Agreement (“this Amendment ”)
      is
      made this ____ day of October 2005, by and between Clickableoil.com, Inc. (the
“ Buyer ”)
      and
      Allamuchy Transport, Inc. (“ Seller ”)
      This
      Amendment relates to an Asset Purchase Agreement between the parties dated
      as of
      July 15, 2005 (the “Purchase Agreement”). Capitalized terms used but not defined
      herein shall have the meanings given in the Purchase Agreement.





In
      consideration of the mutual promises contained herein and other good and
      valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, and intending to be legally bound hereby, the parties agree to
      the
      following modifications and amendments to the Purchase Agreement:




**I.
      Section 1.1(a) of the Purchase Agreement is hereby amended to provide in its
      entirety as follows**





(a) Customer
      Contracts . Those
      outstanding delivery, sale and service agreements and purchase orders between
      Seller and its customers as described in and attached hereto as Schedule
      1.1(a) , if
      any. Buyer shall assume and perform the Customer Contracts as specified in
      sections 2.1(c) and 1.2. At Closing, Seller and Buyer will execute a form of
      letter proposed by Buyer and reasonable acceptable to Seller introducing Buyer
      to the customers.




**II.
      Section 2 of the Purchase Agreement is hereby amended to provide in its entirety
      as follows:**





2. PURCHASE
      PRICE.





2.1. Price . The
      purchase price for the Assets shall be as follows (collectively, the "Purchase
      Price"):





(a) Payment
      at Closing . Buyer
      shall pay the amount of $124,942.87 (“Fixed Price”) on the Closing Date. The
      Fixed Price will be paid as follows: (i) $100,000 shall be paid to the New
      Jersey Division of Taxation on account of Seller’s obligations for New Jersey
      taxes and (ii) $24,942.87 will be paid directly to Skylands Community Bank
      for
      Seller’s account, to repay all obligations of Seller to such bank.





(b) Deferred
      Payment . Buyer
      shall pay an amount equal to (i) $.30 multiplied by the number of gallons of
      fuel oil sold to Seller’s customers in the period beginning one day after the
      Closing Date and ending on the first anniversary of the Closing Date, less
      (ii)
      the Fixed Price (the “Deferred Payment”). The Deferred Payment shall be paid
      within fifteen (15) days after the first anniversary of the Closing Date. The
      Deferred Payment will be paid first to the New Jersey Division of Taxation
      on
      account of Seller’s obligations for New Jersey taxes which remain as of the
      first anniversary of the Closing Date. If the Deferred Payment exceeds the
      amount owed for New Jersey taxes, any excess will be paid to Seller. At the
      time
      of payment of the Deferred Payment, Buyer will provide Seller a statement
      showing calculation of the payment certified by the Chief Financial Officer,
      or
      equivalent officer, of Buyer. No payment shall be made if the amount calculated
      in clause (i) does not exceed the Fixed Price. In the event that any undisputed
      or otherwise definitively proven amount of the deferred purchase price in excess
      of $2,500 is not paid as set forth above within ten (10) days after demand
      by
      Seller, Seller, upon 30 days’ notice to Buyer, in addition to any and all other
      remedies available at law or in equity, shall be entitled to use the name
      Allamuchy Oil and Buyer shall cease use of the name Allamuchy Oil.









(c) Assumption
      and Performance . On the
      Closing Date, Buyer shall assume and accept assignment of the Customer Contracts
      listed on Schedule
      1.1(a) and
      shall use its commercially reasonable efforts to timely and diligently perform
      all of its duties and obligations thereunder arising after the Closing Date;
      provided that Buyer will not assume, accept assignment of or perform any
      contract to the extent customers have prepaid Seller for product. The
      obligations and liabilities assumed by Buyer under customer contracts shall
      be
      subject to the provisions of Section 1.2.




**III.**  **Section
      5.4 of the Purchase Agreement is herby amended to provide in its entirety as
      follows:**




5.4. Transport
      Agreement and Continuing Responsibilities of Seller.





(a)
        Seller shall provide oil delivery services for sales of No. 2 fuel oil to
      its former customers and others on behalf of Buyer for a five year period
      following Closing, at the rate of $.12 per gallon for deliveries out of the
      Royal terminal in Netcong, NJ or any other location designated by Buyer which
      is
      within 5 miles of Seller’s current location in Dover, NJ, and $.15 per gallon
      for deliveries out of the Port of Newark terminal, and upon the terms and
      conditions contained in Buyer’s standard transport agreement to be executed at
      Closing. The transport agreement shall provide that Seller shall be entitled
      to
      collect a service fee from customers for deliveries of less than 150 gallons.
      The amount of the service fee shall be mutually agreed between Seller and
      Buyer.





(b)
        Prior to the date hereof, Buyer provided a total of 16,153 gallons of No.
      2 fuel oil to Seller on credit. Subsequently and separately, Seller delivered
      10.958.2 gallons to customers of Buyer, for Buyer’s account. The first 5,194.8
      gallons of No. 2 fuel oil delivered by Seller for Buyer’s account pursuant to
      paragraph 5.4(a) shall be purchased and paid for by Seller. Once Seller has
      delivered 5,194.8 gallons paid for by Seller but delivered and sold for Buyer’s
      account, Seller shall have no further obligations to Buyer for the 5,194.8
      gallons. If Seller does not deliver 5,194.8   gallons which it has paid for
      on or before October 31, 2005, at Buyer’s option Seller shall be obligated to
      pay in cash an amount equal to Buyer’s then current cost of 5,194.8 gallons less
      the number of gallons actually delivered by Seller.




(c) Exhibit
      8(a) hereto
      contains a full and complete list of all product for which customers have
      prepaid Seller which have not been delivered prior to the Closing. Seller shall
      purchase, pay for and deliver all product under all prepaid agreements and
      arrangements of Seller, whether or not listed on Exhibit
      8(a) .  
Buyer does not assume any responsibility or liability to deliver product to
      customers with whom Seller has any pre-paid agreement or arrangement. If Seller
      does not purchase, pay for and deliver any product to customers under pre-paid
      arrangements, Buyer, at Buyer’s sole option, may purchase and cause such product
      to be delivered to the customers, and in such event Seller shall immediately
      reimburse Buyer for the purchase price and all reasonably related costs. Seller
      represents it does not have any fixed price agreements other than pre-paid
      agreements. The provisions of section 5.1 of this Agreement shall not apply
      to
      Seller’s delivery of oil pursuant to the pre-paid accounts, but shall otherwise
      apply to those customers.


2




At
      Closing, Seller shall execute a form of letter prepared by Buyer, reasonably
      acceptable to Seller, addressed to the customers under pre-paid arrangements,
      explaining that while Seller has sold the bulk of its business, it has retained
      its prepaid accounts, and that Seller and not Buyer will be responsible for
      honoring the prepaid contracts.




**IV.**  **Section
      6.3 of the Purchase Agreement is herby amended to provide in it entirety as
      follows:**





6.3 Other
      Conditions to Closing . The of
      Buyer hereunder shall also be subject to and conditioned upon Seller’s obtaining
      a payoff statement or similar instrument from Skylands Bank.





**V.**  **A
      new Section 8 is hereby added to the Purchase Agreement, to provide as
      follows:**





8. CUSTOMER
      PREPAYMENTS AND ACCOUNTS RECEIVABLE.





The
      parties agree that Buyer will be collecting all payments and accounts receivable
      from Seller’s former No. 2 oil customers from the Closing date forward. Funds
      which will be collected include the accounts receivable of Seller which are
      not
      being sold to Buyer under this Agreement in addition to payments owing to Buyer.
      For this purpose, Buyer will set up an accounts receivable ledger on its books.
      As Seller’s former customers make payments, the funds will be applied: first to
      reimburse Buyer for any amounts owed under Sections 5.4(b) or 5.4(c), next
      to
      Seller’s outstanding accounts receivable, and thereafter, once Seller’s
      receivable from a customer has been fully paid, the remaining sums from such
      customer shall be paid to Buyer. Each month, until Seller shall have been paid
      all funds payable to it under this paragraph, a detailed list of funds received
      from Buyer’s former customers will be provided to the Seller and all monies
      payable to Seller will be paid at such time. These accountings and payments
      will
      be made on the tenth day of each month, beginning November 10, 2005, with
      respect to the funds received in the previous month.




**All
      other terms and conditions of the Purchase Agreement remain unchanged and in
      force.**





[signatures
      contained on following page]


3





*Signature
      Page to Amendment*





IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
      date
      first set forth above.


**SELLER:**
            
            
            **Acknowledged:****Allamuchy
                Transport, Inc.**By:Name:  Chris
                Pillitteri
            
            
            Chris
                Pillitteri, IndividuallyTitle:**BUYER****Clickable
                Oil.com, Inc.**By:Guy
                Pipolo




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