ALTERNATE
ENERGY HOLDINGS, INC.

    


    INVESTMENT
AGREEMENT

    


    THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE OR OTHER SECURITIES AUTHORITIES.  THEY MAY
NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE FEDERAL AND
STATE SECURITIES LAWS.

    


    THIS
INVESTMENT AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF
AN OFFER TO PURCHASE, ANY OF THE SECURITIES DESCRIBED HEREIN BY OR TO ANY PERSON
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. 
THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES
AUTHORITIES, NOR HAVE SUCH AUTHORITIES CONFIRMED THE ACCURACY OR DETERMINED
THE ADEQUACY OF THIS DOCUMENT.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

    


    AN
INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK.  THE
INVESTOR MUST RELY ON ITS OWN ANALYSIS OF THE INVESTMENT AND ASSESSMENT OF THE
RISKS INVOLVED.  

    


    SEE
ADDITIONAL LEGENDS AT SECTION 9.10.

    


    THIS INVESTMENT AGREEMENT (this
”Agreement“ or “Investment Agreement”) is made as of the 22nd day of November, 2010, by
and between Alternate Energy Holdings, Inc., a corporation duly organized and
existing under the laws of the State of Nevada (the "Company"), and Centurion
Private Equity, LLC, a Georgia Limited Liability Company
("Investor").

    


    RECITALS:

    


    WHEREAS, the parties desire
that, upon the terms and subject to the conditions contained herein, the Company
shall issue to the Investor, and the Investor shall purchase from the Company,
from time to time as provided herein, shares of the Company's Common Stock, as
part of an offering of Common Stock by the Company to Investor, for a maximum
aggregate offering amount of up to One Hundred and Fifty Million Dollars
($150,000,000) (the "Maximum Offering Amount"); and 

    


    WHEREAS, the solicitation of
this Investment Agreement and, if accepted by the Company, the offer and sale of
the Common Stock are being made in reliance upon the provisions of Regulation D
("Regulation D") promulgated under the Act, Section 4(2) of the Act, and/or upon
such other exemption from the registration requirements of the Act as may be
available with respect to any or all of the purchases of Common Stock to be made
hereunder.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    TERMS:

    


    NOW, THEREFORE, the parties
hereto agree as follows:

    


    1.          
Certain
Definitions.  As used in this Agreement (including the recitals
above), the following terms shall have the following meanings (such meanings to
be equally applicable to both the singular and plural forms of the terms
defined):

    


    “4.9% Limitation” shall have the
meaning set forth in Section 2.3.1(f).

    


    “Accredited Investor” shall have the
meaning set forth in Section 3.1.

    


    “Act” shall mean the Securities Act of
1933, as amended.

    


    “Additional Registration Statement”
shall have the meaning set forth in the Registration Rights
Agreement.

    


    “Advance Put Notice” shall have the
meaning set forth in Section 2.3.1(a), the form of which is attached hereto as
Exhibit
A.

    


    “Advance Put Notice Date” shall have
the meaning set forth in Section 2.3.1(a).

    


    “Affiliate” shall have the meaning as
set forth Section 6.5.

    


    “Aggregate Issued Shares” equals the
aggregate number of shares of Common Stock issued to Investor pursuant to the
terms of this Agreement or the Registration Rights Agreement as of a given date,
including Put Shares. 

    


    “Agreed Upon Procedures Report” shall
have the meaning set forth in Section 2.4.3(b).

    


    “Agreement” shall mean this Investment
Agreement.

    


    “Approved Primary Market” shall mean
any of the following: the Pink O.T.C. Markets, the O.T.C. Bulletin Board, the
NASDAQ Capital Market, the NASDAQ Global Select Market, the NYSE Amex, or the
New York Stock Exchange.

    


    “Automatic Termination” shall have the
meaning set forth in Section 2.3.2.

    


    “Bring Down Cold Comfort Letters” shall
have the meaning set forth in Section 2.3.7(b).

    


    “Business Day” shall mean any day
during which the Principal Market is open for trading.


    
      
         


      

      
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    “Calendar Month” shall mean the period of time
beginning on the numeric day in question in a calendar month and for Calendar
Months thereafter, beginning on the earlier of (i) the same numeric day of the
next calendar month or (ii) the last day of the next calendar month.  Each
Calendar Month shall end on the day immediately preceding the beginning of the
next succeeding Calendar Month.

    


    “Cap Amount” shall have the meaning set
forth in Section 2.3.11.

    


    “Capitalization Schedule” shall have
the meaning set forth in Section 2.4.

    


    “Change in Control” shall have the
meaning set forth within the definition of Major Transaction,
below.

    


    “Closing” shall mean one of (i) the
Investment Commitment Closing and (ii) each closing of a purchase and sale of
Common Stock pursuant to Section 2.

    


    "Closing Bid Price" means, for any
security as of any date, the last closing bid price for such security during
Normal Trading on the O.T.C. Bulletin Board, or, if the O.T.C. Bulletin Board is
not the principal securities exchange or trading market for such security, the
last closing bid price during Normal Trading of such security on the principal
securities exchange or trading market where such security is listed or traded as
reported by such principal securities exchange or trading market, or if the
foregoing do not apply, the last closing bid price during Normal Trading of such
security in the over-the-counter market on the electronic bulletin board for
such security, or, if no closing bid price is reported for such security, the
average of the bid prices of any market makers for such security as reported in
the "pink sheets" by the Pink OTC Markets, Inc. If the Closing Bid Price
cannot be calculated for such security on such date on any of the foregoing
bases, the Closing Bid Price of such security on such date shall be the fair
market value as mutually determined by the Company and the Investor in this
Offering.  If the Company and the Investor in this Offering are unable to
agree upon the fair market value of the Common Stock, then such dispute shall be
resolved by an investment banking firm mutually acceptable to the Company and
the Investor in this offering and any fees and costs associated therewith shall
be paid by the Company.

    


    “Commission
Documents” shall mean (1) all reports, schedules, registrations, forms,
statements, information and other documents filed with or furnished to the SEC
by the Company pursuant to the reporting requirements of the Exchange Act,
including all material filed or furnished pursuant to Section 13(a) or
15(d) of the Exchange Act, which have been filed or furnished by the
Company since December 31, 2009, including, without limitation, the Annual
Report on Form 10-K filed by the Company for the year ended
December 31, 2009 (the “2009
Form 10-K”), the Company’s Quarterly Report on Form 10-Q for its
fiscal quarter ended June 30, 2010 and such
reports which hereafter shall be filed with or furnished to the SEC by the
Company, including, without limitation, the Current Report, (2) the
Registration Statement, as the same may be amended from time to time, the
Prospectus and each Prospectus Supplement and (3) all information contained
in such filings and all documents and disclosures that have been and heretofore
shall be incorporated by reference therein.


    
      
         


      

      
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    “Commitment Closing Date” means the date of the
Investment Commitment Closing.

     

    “Commitment
Shares” shall have the meaning set forth in Section 9.10(ii).

    


    “Commitment Period” shall have the
meaning set forth in Section 2.3.2(g).

    


    “Common Shares” shall mean the shares
of Common Stock of the Company.

    


    “Common Stock” shall mean the common
stock of the Company.

    


    “Company” shall have the meaning set
forth in the opening paragraph hereof.

    


    “Company Designated Maximum Put Dollar
Amount” shall have the meaning set forth in Section 2.3.1(a).

    


    “Company Designated Minimum Put Share
Price” shall have the meaning set forth in Section 2.3.1(a).

    


    “Company Termination” shall have the
meaning set forth in Section 2.3.12.

    


    “Conditions to Investment Commitment
Closing” shall have the meaning as set forth in Section 2.2.2.

    


    “Current Report” shall have the meaning
ascribed to it in Section 6.10 hereof.

    


    “Delisting
Event” shall mean any time during the term of this Investment Agreement, that
the Company’s Common Stock is not listed for and actively trading on an Approved
Primary Market or is suspended or delisted with respect to the trading of the
shares of Common Stock on such market or exchange.

    


    “Disclosure Documents” shall have the
meaning as set forth in Section 3.2.4.

    


    “Due Diligence Review” shall have the
meaning as set forth in Section 2.4.

    


    “Effective Date” shall have the meaning
set forth in Section 2.3.1.

    


    “Equity Securities” shall have the
meaning set forth in Section 6.6.1.

    


    “Evaluation Day” shall have the meaning
set forth in Section 2.3.1(b).

    


    “Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended.

    


    “Excluded Day” shall have the meaning
set forth in Section 2.3.1(b).

    


    “Extended Put Period” shall mean the
period of time between the Advance Put Notice Date until the Pricing Period End
Date for the Tranche #3 Pricing Period of any Put.


    
      
         


      

      
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    “Fee
Shares” shall have the meaning set forth in Section 9.10(ii).

    


    “FINRA” shall mean the Financial
Industry Regulatory Authority.

    


    “Indemnified Liabilities” shall have
the meaning set forth in Section 8.

    


    “Indemnitees” shall have the meaning
set forth in Section 8.

    


    “Indemnitor” shall have the meaning set
forth in Section 8.

    


    “Individual Put Limit” shall have the
meaning set forth in Section 2.3.1(b).

    


    “Ineffective Period” shall mean any
period of time after the Effective Date during the term hereof that the
Registration Statement or any Supplemental Registration Statement (each as
defined herein) becomes ineffective or unavailable for use for the sale or
resale, as applicable, of any or all of the Registrable Securities (as defined
herein) for any reason (or in the event the prospectus under either of the above
is not current and deliverable).

    


    “Intended Put Share Amount” shall have
the meaning set forth in Section 2.3.1(a).

    


    “Investment Commitment Closing” shall
have the meaning set forth in Section 2.2.1.

    


    “Investment Agreement” shall mean this
Investment Agreement.

    


    “Investment Commitment Opinion of
Counsel” shall mean an opinion from Company’s independent counsel, substantially
in the form attached as Exhibit B, or such other form
as agreed upon by the parties, as to the Investment Commitment
Closing.

    


    “Investment Date” shall mean the date
of the Investment Commitment Closing.

    


    “Investor” shall have the meaning set
forth in the preamble hereto.

    


    “Knowledge”
means the actual Knowledge of the Company’s Chief Executive Officer or Chief
Financial Officer, after reasonable inquiry of all officers, directors and
employees of the Company who could reasonably be expected to have Knowledge or
information with respect to the matter in question.

    


    “Legend” shall have the meaning set
forth in Section 9.10(iii).

    


    “Legend Removal Condition” shall have
the meaning set forth in Section 9.10(iv).

    


    “Liquidity Date” shall have the meaning
set forth in Section 2.3.5(t).

    


    “Major Transaction" shall mean and
shall be deemed to have occurred at such time upon any of the following
events:


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    (i) a consolidation, merger or other
business combination or event or transaction following which the holders of
Common Stock of the Company immediately preceding such consolidation, merger,
combination or event either (i) no longer hold a majority of the shares of
Common Stock of the Company or (ii) no longer have the ability to elect the
board of directors of the Company (a “Change of Control”); 

    


    (ii) the sale or transfer of a portion
of the Company's assets not in the ordinary course of business;

    


    (iii) the purchase of assets by the
Company not in the ordinary course of business; or

    


    (iv) a purchase, tender or exchange
offer made to the holders of outstanding shares of Common Stock.

    


    “Market Price,” for each Put Tranche,
shall equal the lowest single daily volume weighted average price (“VWAP”) for
the Common Stock on the Principal Market during the Pricing Period for the
applicable Put Tranche.

    


    “Material
Adverse Effect” means (i) any condition, occurrence, state of facts or
event having, or insofar as reasonably can be foreseen would likely have, any
material adverse effect on the legality, validity or enforceability of the
Transaction Documents or the transactions contemplated thereby, (ii) any
condition, occurrence, state of facts or event having, or insofar as reasonably
can be foreseen would likely have, any effect on the business, operations,
properties or condition (financial or otherwise) of the Company that is material
and adverse to the Company and its Subsidiaries, taken as a whole, and/or
(iii) any condition, occurrence, state of facts or event that would, or
insofar as reasonably can be foreseen would likely, prohibit or otherwise
materially interfere with or delay the ability of the Company to perform any of
its obligations under any of the Transaction Documents to which it is a party;
provided ,
however , that none of
the following, individually or in the aggregate, shall be taken into account in
determining whether a Material Adverse Effect has occurred or insofar as
reasonably can be foreseen would likely occur: (a) changes in conditions in
the U.S. or global capital, credit or financial markets generally, including
changes in the availability of capital or currency exchange rates, provided such
changes shall not have affected the Company in a materially disproportionate
manner as compared to other similarly situated companies; (b) changes
generally affecting the industries in which the Company is engaged, provided
such changes shall not have affected the Company in a materially
disproportionate manner as compared to other similarly situated companies;
(c) any effect of the announcement of, or the consummation of the
transactions contemplated by, this Agreement and the other Transaction Documents
on the Company’s relationships, contractual or otherwise, with customers,
suppliers, vendors, bank lenders, strategic venture partners or employees; and
(d) the receipt of any notice that the Common Stock may be ineligible to
continue listing or quotation on the Trading Market, other than a final and
non-appealable notice that the listing or quotation of the Common Stock on the
Trading Market shall be terminated on a date certain.


    
      
         


      

      
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    “Material Facts” shall have the meaning
set forth in Section 2.3.7(a).

    


    “Maximum Put Dollar Amount” shall mean
the lesser of (i) the Company Designated Maximum Put Dollar Amount, if any,
specified by the Company in a Put Notice, and (ii) $3,000,000.

    


    “Maximum Offering Amount” shall have
the meaning set forth in the recitals hereto.

    


    “Nasdaq 20% Rule” shall have the
meaning set forth in Section 2.3.11.

    


    “NASDAQ Market” shall mean NASDAQ
Capital Market, the NASDAQ Global Select Market or the NASDAQ Global
Market.

    


    “Normal Trading” shall mean trading
that occurs between 9:30 AM and 4:00 PM, New York City Time, on any Business
Day, and shall expressly exclude “after hours” trading.

    


    “Numeric Day” shall mean the numerical
day of the month of the Investment Date or the last day of the calendar month in
question, whichever is less.

    


    “Offering” shall mean the Company’s
offering of Common Stock issued under this Investment Agreement.

    


    “Officer’s Certificate” shall have the
meaning set forth in Section 2.2.2(e).

    


    “Opinion of Counsel” shall mean, as
applicable, the Investment Commitment Opinion of Counsel, the Put Opinion of
Counsel and the Registration Opinion.

    


    “Payment Due Date” shall have the
meaning set forth in Section 2.3.9.

    


    “Pricing
Period” shall mean the Tranche #1 Pricing Period, the Tranche #2 Pricing Period
or the Tranche #3 Pricing Period, as applicable.

    


    “Pricing
Period End Date” shall mean the last Business Day of any Pricing
Period.

    


    “Principal Market” shall mean the
single Approved Primary Market on which the Common Stock is then listed or
traded in the United States, provided that if the Company’s Common Stock is
simultaneously trading on more than one Approved Primary Market, then the
Principal Market shall be deemed to be the first market or exchange on which the
Common Stock is traded to appear, in order, on the following list: (1) the New
York Stock Exchange, (2) the NASDAQ Global Select Market, (3) the NASDAQ Capital
Market, (4) the NYSE Amex, (5) the O.T.C. Bulletin Board or (6) the Pink O.T.C.
Markets.

    


    “Proceeding” shall have the meaning as
set forth Section 5.1.

    


    “Prospectus” shall have the meaning set
forth in the Registration Rights Agreement.


    
      
         


      

      
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    “Prospectus
Supplement” means any prospectus supplement to the Prospectus filed with the SEC
from time to time pursuant to Rule 424(b) under the Securities Act,
including the documents incorporated by reference therein.

    


    “Purchase” shall have the meaning set
forth in Section 2.3.8.

    


    “Put” shall have the meaning set forth
in Section 2.3.1(d).

    


    “Put Tranche Closing” shall have the
meaning set forth in Section 2.3.9.

    


    “Put Tranche Closing Date” shall have
the meaning set forth in Section 2.3.9.

    


    “Put Conditions” shall have the meaning
set forth in Section 2.3.5.

    


    “Put Date” shall mean the date that is
specified by the Company in any Put Notice for which the Company intends to
exercise a Put under Section 2.3.1, unless the Put Date is postponed pursuant to
the terms hereof, in which case the “Put Date” is such postponed
date.

    


    “Put Dollar Amount” shall mean the sum
of the Put Tranche Dollar Amount for Tranche #1, plus the Put Tranche Dollar
Amount for Tranche #2, plus the Put Tranche Dollar Amount for Tranche
#3.

    


    “Put Interruption Date” shall have the
meaning set forth in Section 2.3.4.

    


    “Put Interruption Event” shall have the
meaning set forth in Section 2.3.4.

    


    “Put Interruption Notice” shall have
the meaning set forth in Section 2.3.4.

    


    “Put Notice” shall have the meaning set
forth in Section 2.3.1(d), the form of which is attached hereto as Exhibit C.

    


    “Put Opinion of Counsel” shall mean an
opinion from Company’s independent counsel, in the form attached as Exhibit D, or such other form
as agreed upon by the parties, as to any Put, provided that the Put Opinion of
Counsel for the first Put shall be in the form of Exhibt D-1.

    


    “Put Share Amount” shall have the
meaning as set forth Section 2.3.1(b).

    


    “Put Share Price” shall have the
meaning set forth in Section 2.3.1(c).

    


    “Put Shares” shall mean shares of
Common Stock that are purchased by the Investor pursuant to a Put.

    


    “Put Tranche” shall have the meaning
set forth in Section 2.3.1(c) below.


    
      
         


      

      
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    “Put Tranche Dollar Amount” for a given
Put Tranche shall be determined by multiplying the Put Tranche Share Amount for
that Put Tranche by the respective Put Share Prices with respect to such Put
Shares, subject to the limitations herein.

    


    “Registrable Securities” shall have the
meaning as set forth in the Registration Rights Agreement. 

    


    “Registration Opinion” shall have the
meaning set forth in Section 2.3.7(a), the form of which is attached hereto as
Exhibit E.

    


    “Registration Opinion Deadline” shall
have the meaning set forth in Section 2.3.7(a).

    


    “Registration Rights Agreement” shall
mean that certain registration rights agreement entered into by the Company and
Investor on even date herewith, in the form attached hereto as Exhibit F, or such other form
as agreed upon by the parties.

    


    “Registration Statement” shall have the
meaning as set forth in the Registration Rights Agreement. 

    


    “Regulation D” shall have the meaning
set forth in the recitals hereto.

    


    “Reporting Issuer” shall have the
meaning set forth in Section 6.2.

    


    “Required Put Documents” shall have the
meaning set forth in Section 2.3.6.

    


    “Resolutions” shall have the meaning
set forth in Section 2.3.5(u).

    


    “Right of First Refusal” shall have the
meaning set forth in Section 6.6.2.

    


    “Schedule of Exceptions” shall have the
meaning set forth in Section 5, and is attached hereto as Exhibit G.

    


    “SEC” shall mean the United States
Securities and Exchange Commission or any successor entity.  

    


    “Secretary’s Certificate” shall have
the meaning set forth in Section 2.2.2(a).

    


    “Section 13(d) Outstanding Share
Amount” shall have the meaning set forth in Section 2.3.1(f).

    


    “Securities” shall mean the Common
Stock of the Company issuable pursuant to this Investment Agreement, including
but not limited to the Commitment Shares, the Fee Shares and the Put
Shares.

    


    “Securities Act” shall mean the
Securities Act of 1933, as amended.


    
      
         


      

      
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    “Short
Sales” shall mean “short sales” as defined in Rule 200 promulgated under
Regulation SHO under the Exchange Act.

    


    “SOX ”
shall mean the Sarbanes-Oxley Act of 2002 and the rules and regulations of
the SEC thereunder.

    


    “Stockholder 20% Approval” shall have
the meaning set forth in Section 2.3.11.

    


    “Subsidiary”
shall mean any corporation or other entity of which at least a majority of the
securities or other ownership interest having ordinary voting power (absolutely
or contingently) for the election of directors or other persons performing
similar functions are at the time owned directly or indirectly by the Company
and/or any of its other Subsidiaries.

    


    “Term” shall mean the term of this
Agreement, which shall be a period of time beginning on the date of this
Agreement and ending on the Termination Date.

    


    “Termination Date” shall mean the
earlier of (i) the date that is three (3) years after the Effective Date, (ii)
the date that is forty (40) calendar months after the date of this Agreement, or
(iii) the date that is thirty (30) Business Days after the later of (a) the Put
Tranche Closing Date on which the sum of the aggregate Put Share Price for all
Put Shares equal the Maximum Offering Amount, (b) the date that the Company has
delivered a Termination Notice to the Investor, and (c) the date of an Automatic
Termination. 

    


    “Termination Notice” shall have the
meaning as set forth in Section 2.3.12.

    


    “Third Party Reports” shall have the
meaning set forth in Section 3.2.4.

    


    “Trading Day” shall mean any day on
which the Principal Market is open for trading including any day on which the
Principal Market is open for trading for a period of time less than the
customary time.

    


    “Tranche
#1 Pricing Period” shall mean, unless otherwise shortened under the terms of
this Agreement, the 5 consecutive Trading Day period beginning on the Trading
Day immediately following the Put Date and ending on and including the 5th Trading
Day after such Put Date.

    


    “Tranche
#2 Pricing Period” shall mean, unless otherwise shortened under the terms of
this Agreement, the 5 consecutive Trading Day period beginning on the 6th Trading
Day immediately following the Put Date and ending on and including the 10th Trading
Day after such Put Date.

    


    “Tranche #3 Pricing Period” shall mean,
unless otherwise shortened under the terms of this Agreement, the 5 consecutive
Trading Day period beginning on the 11th Trading
Day immediately following the Put Date and ending on and including the 15th Trading
Day after such Put Date.


    
      
         


      

      
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    “Transaction
Documents” means, collectively, this Agreement and the exhibits hereto, the
Registration Rights Agreement and each of the other agreements, documents,
certificates and instruments entered into or furnished by the parties hereto in
connection with the transactions contemplated hereby and thereby, including,
without limitation, the Disclosure Documents.

    


    “Trading
Market” means whichever Approved Primary Market is at the time the principal
trading exchange or market for the Common Stock.

    


    “Trading Volume” shall mean the volume
of shares of the Company’s Common Stock that trade between 9:30 AM and 4:00 PM,
New York City Time, on any Business Day, and shall expressly exclude any shares
trading during “after hours” trading.

    


    “Transfer Agent” shall have the meaning
set forth in Section 6.9.

    


    “Trigger Price” shall have the meaning
set forth in Section 2.3.1(b).

    


    “Unlegended Share Certificates” shall
mean a certificate or certificates (or electronically delivered shares, as
appropriate) (in denominations as instructed by Investor) representing the
shares of Common Stock to which the Investor is then entitled to receive,
registered in the name of Investor or its nominee (as instructed by Investor)
and not containing a restrictive legend or stop transfer order, including but
not limited to the Put Shares for the applicable Put, and the Commitment Shares
and the Fee Shares when a Legend Removal Condition has been met.

    


    “Volume Limitations” shall have the
meaning set forth in Section 2.3.1(b).

    


    2.           Purchase and Sale of Common
Stock.

    


    2.1        
Offer to
Subscribe.

    


    Subject to the terms and conditions
herein and the satisfaction of the conditions to closing set forth in Sections
2.2 and 2.3 below and the other terms and conditions set forth in this
Agreement, Investor hereby agrees to purchase such amounts of Common Stock as
the Company may, in its sole and absolute discretion, from time to time elect to
issue and sell to Investor according to one or more Puts pursuant to Section 2.3
below.

    


    2.2         Investment
Commitment. 

    


    2.2.1    
 Investment Commitment
Closing.  The closing of this Agreement (the “Investment Commitment
Closing") shall be deemed to occur when this Agreement has been duly executed
and delivered by both the Company and the Investor, and the other Conditions to
Investment Commitment Closing set forth in Section 2.2.2 below have been
met.

    


    2.2.2     
Conditions to Investment
Commitment Closing.  As a prerequisite to the Investment Commitment
Closing, all of the following (the “Conditions to Investment Commitment
Closing”) shall have been satisfied within five (5) Business Days of the
Company’s execution and delivery of this Agreement:


    
      
         


      

      
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              (a)

            	
              the
      following documents shall have been delivered to the Investor: (i) the
      Registration Rights Agreement (duly executed by the Company and Investor),
      (ii) the Investment Commitment Opinion of Counsel (signed by the Company’s
      counsel), and (iii) a Secretary's Certificate, in the form of Exhibit H hereto
      (“Secretary’s Certificate”), (A) attaching the Resolutions of the
      Company's board of directors authorizing this transaction and certifying
      that they remain in full force and effect without any amendment or
      supplement thereto as of the Put Date, (B) attaching a certified copy of
      the Company's Certificate of Incorporation evidencing the incorporation
      and good standing of the Company in its state of incorporation, issued by
      the secretary of state of the state of incorporation within the ten (10)
      Business Days prior to the Commitment Closing Date, and (C) attaching a
      true and complete copy of the Bylaws of the Company and certifying that
      they remain in full force and
effect;

            


    

    


    
      	
            	
              (b)

            	
              this
      Investment Agreement, duly executed by the Company, shall have been
      received by the Investor;

            


    

    


    
      	
            	
              (c)

            	
              the
      Company’s Common Stock shall be listed for trading and actually trading on
      an Approved Primary Market;

            


    

    


    
      	
            	
              (d)

            	
              other
      than continuing losses described in the Disclosure Documents (provided for
      in Section 3.2.4), up through the Investment Commitment Closing there have been no
      material adverse changes in the Company’s business prospects or financial
      condition since the date of the last balance sheet included in the
      Disclosure Documents, including but not limited to incurring material
      liabilities; 

            


    

    


    
      	
            	
              (e)

            	
              the
      representations and warranties of the Company in this Agreement shall be
      true and correct in all material respects and the Conditions to Investment
      Commitment Closing set forth in this Section 2.2.2 shall have been
      satisfied on the date of such Investment Commitment Closing and all of the
      conditions and limitations set forth in this Agreement for the applicable
      Closing has been satisfied; and the Company shall deliver an Officer’s
      Certificate in the form of Exhibit I hereto
      (“Officer’s Certificate”), signed by an officer of the Company, to such
      effect to the Investor; and

            


    

    


    
      	
            	
              (f)

            	
              The
      Company shall have issued to the Investor, or shall have caused its
      transfer agent to issue to the investor, certificates representing the
      Commitment Shares and the Fee Shares, respectively, in the name of the
      Investor or its designee (in which case such designee name shall have been
      provided to the Company prior to the Commitment Closing Date), in
      consideration for the Investor’s execution and delivery of this
      Agreement.  Such certificate shall be delivered to the Investor by
      overnight courier at its address set forth in Section 9.12 hereof. 
      For the avoidance of doubt, all of the Commitment Shares and Fee Shares
      shall be fully earned upon receipt regardless of whether any Puts are
      issued by the Company or settled
hereunder.

            


    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

    


    2.3        
Puts of Common Shares
to the Investor.

    


    2.3.1    
 Procedure  to
Exercise a Put. Subject to the Individual Put Limit, the Maximum Offering
Amount and the Cap Amount (if applicable), and subject to the satisfaction of
the Put Conditions and the other conditions and limitations set forth in this
Agreement, at any time beginning on the date on which the Registration Statement
is declared effective by the SEC (the “Effective Date”), the Company may,
in its sole and absolute discretion, elect to exercise one or more Puts
according to the following procedure, provided that each subsequent Put Date
after the first Put Date shall be no sooner than five (5) Business Days
following the Pricing Period End Date for the Tranche #3 Pricing Period for
the prior Put:

    


    (a) Delivery of Advance Put
Notice.At least five (5) Business Days but not more than twenty (20)
Business Days prior to any intended Put Date, the Company shall deliver advance
written notice (the “Advance Put Notice,” the form of which is attached hereto
as Exhibit A,
the date of such Advance Put Notice being the “Advance Put Notice Date”) to
Investor stating the Put Date for which the Company shall, subject to the
limitations and restrictions contained herein, exercise a Put and stating the
number of shares of Common Stock (subject to the Individual Put Limit and the
Maximum Put Dollar Amount) which the Company intends to sell to the Investor for
the Put (the “Intended Put Share Amount”).   

    


    The Company may, at its option, also
designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock,
not to exceed $3,000,000, which it shall sell to Investor during the Put (the
“Company Designated Maximum Put Dollar Amount”) and/or (ii) a minimum purchase
price per Put Share at which the Investor may purchase shares of Common Stock
pursuant to such Put Notice (a "Company Designated Minimum Put Share
Price").  The Company Designated Minimum Put Share Price, if applicable,
shall be no greater than the lesser of (i) 80% of the Closing Bid Price of the
Company’s common stock on the Business Day immediately preceding the Advance Put
Notice Date, or (ii) the Closing Bid Price of the Company’s common stock on the
Business Day immediately preceding the Advance Put Notice Date minus
$0.0125.  The Company may decrease (but not increase) the Company
Designated Minimum Put Share Price for a Put at any time by giving the Investor
written notice of such decrease not later than 12:00 Noon, New York City time,
on the Business Day immediately preceding the Business Day that such decrease is
to take effect.  A decrease in the Company Designated Minimum Put Share
Price shall have no retroactive effect on the determination of Trigger Prices
and Excluded Days for days preceding the Business Day that such decrease takes
effect, provided that the Put Share Price for all shares in a Put shall be
calculated using the lowest Company Designated Minimum Put Share Price, as
decreased.

    


    (b) Put Share Amount. 
 Notwithstanding anything to the contrary herein, the total number
of shares that the Investor is required to purchase in a single Put shall not
exceed the Individual Put Limit, with any reductions in the number of Put Shares
necessary to stay below the Individual Put Limit occurring first from Tranche
#3, then from Tranche #2 and finally from Tranche #1. For each Put Tranche, the
Investor shall be obligated to purchase a number of shares of Common Stock equal
to the lesser of (i) the Intended Put Share Amount, (ii) the Volume Limit
Amount (as defined below) for that Put Tranche, (iii) the Remaining Put Limit
Amount for that Put Tranche and (iv) the Remaining Put Dollar Share Amount for
that Put Tranche (the lesser of which is referred to as the “Put Tranche Share
Amount”).  


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

    


    For
purposes hereof, the following terms as used herein shall have the definitions
set forth below:

    


    “Volume
Limit Amount” shall mean 17.5% of the sum of the aggregate daily reported
Trading Volumes in the outstanding Common Stock on the Company’s Principal
Market, excluding any block trades that exceed 20,000 shares of Common Stock,
for all Evaluation Days (as defined below) in the Pricing Period for that Put
Tranche.

    


    “Remaining
Put Limit Amount” for a given Put Tranche shall mean the Put Share Limit (as
defined below), minus the aggregate of the Put Tranche Share Amounts for all
prior Put Tranches (if any) in that Put.

    


    “Remaining
Put Dollar Amount” shall mean the Maximum Put Dollar Amount, less the Put
Tranche Dollar Amount for each prior Put Tranche (if any) in that
Put.

    


    “Remaining
Put Dollar Share Amount” shall mean the number of Put Shares in a given Put
Tranche which, when multiplied by their respective Put Share Prices, equals the
Remaining Put Dollar Amount.

    


    “Put
Share Limit” shall mean the lesser of (A) the Intended Put Share Amount, (B)
1,500,000 shares, or (C) the 4.9% Limitation.  

    


    “Individual
Put Limit” shall mean the lesser of (i) the Put Share Limit, (ii) the aggregate
of the Volume Limit Amounts for all three Put Tranches in a given Put, or (iii)
the number of Put Shares which, when multiplied by their respective Put Share
Prices, equals the Maximum Put Dollar Amount for a given Put. 


    


    Company
agrees not to trade Common Stock or arrange for Common Stock to be traded for
the purpose of artificially increasing the Volume Limitations. 
  

    


    For purposes of this
Agreement:

    


    "Trigger Price" for any Pricing Period
shall mean the greater of (i) the Company Designated Minimum Put Share Price,
plus $0.01, or (ii) the Company Designated Minimum Put Share Price divided by
..97, provided that if the Company does not specify a Company Designated Minimum
Put Share Price, the “Trigger Price” shall equal $.01.

    


    An “Excluded Day” shall mean each
Business Day during a Pricing Period where the lowest intra-day trading price of
the Common Stock is less than the Trigger Price and each Business Day defined in
Section 2.3.4 as an “Excluded Day.” 


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    


    An “Evaluation Day” shall mean each
Business Day during a Pricing Period that is not an Excluded Day. 
 

    


    (c) Put Share Price. 
For each Put, there shall be three tranches (each a “Put Tranche”) with a
Pricing Period for each Put Tranche; the Tranche #1 Pricing
Period,  the Tranche #2 Pricing Period and the Tranche #3 Pricing
Period, respectively (as each is defined in Section 1 above).  The purchase
price for the Put Shares (the “Put Share Price”) purchased in each Put Tranche
shall equal the lesser of (i) the Market Price for such Put Tranche, minus
$0.01, or (ii) 97% of the Market Price for such Put Tranche, but shall in no
event be less than the Company Designated Minimum Put Share Price for such Put,
if applicable. 

    


    (d) Delivery of Put
Notice.  After delivery of an Advance Put Notice, on the Put Date
specified in the Advance Put Notice the Company shall deliver written notice
(the “Put Notice,” the form of which is attached hereto as Exhibit C) to Investor
stating (i) the Put Date, (ii) the Intended Put Share Amount as specified in the
Advance Put Notice (such exercise a “Put”), (iii) the Company Designated Maximum
Put Dollar Amount (if applicable), and (iv) the Company Designated Minimum Put
Share Price (if applicable).  In order to effect delivery of the Put
Notice, the Company shall (i) send the Put Notice by facsimile on the Put
Date so that such notice is received by the Investor by 6:00 p.m., New York, NY
time, and (ii) surrender such notice on the Put Date to a courier for overnight
delivery to the Investor (or two (2) day delivery in the case of an Investor
residing outside of the U.S.). 

    


    (e) Delivery of Required Put
Documents. On or before the Put Date for such Put, the Company shall
deliver the Required Put Documents (as defined in Section 2.3.6 below) to the
Investor (or to an agent of Investor, if Investor so directs).  Unless
otherwise specified by the Investor, the Put Shares of Common Stock shall be
delivered to the Investor in accordance with Section 2.3 by crediting the
Investor’s or its designees’ account at DTC through its Deposit/Withdrawal at
Custodian (DWAC) system.

    


     (f) Limitation on Investor's
Obligation to Purchase Shares. Notwithstanding anything to the contrary
in this Agreement, in no event shall the Investor be required to purchase, and
an Intended Put Share Amount may not include, an amount of Put Shares, which
when added to the number of shares of Common Stock of the Company then
beneficially owned by the Investor as determined in accordance with Section
13(d) of the Exchange Act, would exceed 4.9% of the number of shares of Common
Stock outstanding (on a fully diluted basis, to the extent that inclusion of
unissued shares is mandated by Section 13(d) of the Exchange Act) on the Put
Date for such Pricing Period (the “Section 13(d) Outstanding Share
Amount”).  Each Put Notice shall include a representation of the Company as
to the Section 13(d) Outstanding Share Amount on the related Put Date.  In
the event that the Section 13(d) Outstanding Share Amount is different on any
date during a Pricing Period than on the Put Date associated with such Pricing
Period, then the number of shares of Common Stock outstanding on such date
during such Pricing Period shall govern for purposes of determining whether the
number of shares beneficially owned by the Investor following the issuance of
the subject Put Shares, would constitute in excess of 4.9% of the Section
13(d) Outstanding Share Amount.  The limitation set forth in this Section
2.3.1(f) is referred to as the “4.9%
Limitation.”


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

    


    2.3.2    
 Termination of Right to
Put.  The Company’s right to initiate subsequent Puts to the
Investor shall terminate permanently (each, an “Automatic Termination”) upon the
occurrence of any of the following:

    


    (a) if, at any time, either the
Company or any director or executive officer of the Company has engaged in a
transaction or conduct related to the Company that has resulted in (i) a
Securities and Exchange Commission enforcement action, or (ii) a civil judgment
or criminal conviction for fraud or misrepresentation, or for any other offense
that, if prosecuted criminally, would constitute a felony under applicable
law;

    


    (b) on any date after a cumulative
time period or series of time periods, consisting only of Ineffective Periods,
that continues for a period of ten (10) consecutive Business Days or for more
than an aggregate of thirty (30) Business Days in any 365-day
period;

    


    (c) if at any time the Company has
filed for and/or is subject to any bankruptcy, insolvency, reorganization or
liquidation proceedings or other proceedings for relief under any bankruptcy law
or any law for the relief of debtors instituted by or against the Company or any
subsidiary of the Company; 

    


    (d)
 if any Person commences a proceeding against the Company pursuant to or
within the meaning of any Bankruptcy Law;

    


    (e)
 if the Company pursuant to or within the meaning of any Bankruptcy Law;
(A) commences a voluntary case, (B) consents to the entry of an order for relief
against it in an involuntary case, (C) consents to the appointment of a
Custodian of it or for all or substantially all of its property, (D) makes a
general assignment for the benefit of its creditors or is generally unable to
pay its debts as the same become due; 

    


    (f)  a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that (A) is for relief against the Company in an involuntary case, (B)
appoints a Custodian of the Company or for all or substantially all of its
property, or (C) orders the liquidation of the Company or any
Subsidiary;

    


    (g) after the sooner of (i) the date
that is three (3) years after the Effective Date, (ii) the date that is forty
(40) calendar months after the date of this Agreement, or (iii) the Put Tranche
Closing Date on which the aggregate of the Put Dollar Amounts for all Puts equal
the Maximum Offering Amount (the period from the date of this Agreement to
the sooner or (i), (ii) or (iii) is referred to as the “Commitment Period”);


    


    (h) the Company has breached any
covenant in Section 5, Section 6, Section 8 or Section 9 hereof;

    


    (i) if no Registration Statement has
been declared effective by the date that is one (1) year after the date of this
Agreement, the Automatic Termination shall occur on the date that is one (1)
year after the date of this Agreement.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

    


    (j)  the
suspension from trading or failure of the Common Stock to be listed on an
Approved Primary Market for a period of three (3) consecutive Business
days;

    


    (k)  the
delisting of the Company’s Common Stock from the Principal Market, provided,
however, that the Common Stock is not immediately thereafter trading on another
Approved Primary Market; 

    


    (l)  the
failure for any reason by the Transfer Agent to issue Commitment Shares or Fee
Shares to the Investor, without restrictive legends, pursuant to a legend
removal request, within five (5) Business Days after the applicable Required
Delivery Date; or

    


    (m)  the
Company breaches any representation, warranty, covenant or other term or
condition under any Transaction Document if such breach could have a Material
Adverse Effect and except, in the case of a breach of a covenant which is
reasonably curable, only if such breach continues for a period of at least five
(5) Business Days after notice thereof is provided to the Company by
Investor.

    


    For
purposes of clarification, notwithstanding any Automatic Termination hereunder,
the Investor shall retain all of the Commitment Shares and the Fee Shares in
consideration for this Agreement.

    


    2.3.3   
  Maximum Offering
Amount.  The Investor shall not be obligated to purchase any
additional Put Shares once the aggregate Put Dollar Amount paid by Investor
equals the Maximum Offering Amount.

    


    2.3.4     
Put Interruption. 
Once the Company delivers an Advance Put Notice to the Investor, the Company may
not cancel the Put.  In the event of a Put Interruption Event (as defined
below), in each case during any Pricing Period, then (A) the Company shall
notify the Investor in writing (a “Put Interruption Notice”) as soon as possible
by facsimile and overnight courier, but no later than the end of the Business
Day in which the Company becomes aware of such facts, (B) the Pricing Period for
that Put Tranche shall be extended or shortened, as applicable, such that the
Pricing Period End Date for that Put Tranche is the tenth (10th)
Business Day after the date of such Put Interruption Notice from the Company,
(the “Put Interruption Date”), (C) each Business Day from and including the Put
Interruption Date through and including the Pricing Period End Date for the
applicable Put Tranche (as extended or shortened, if applicable), shall be
considered to be an “Excluded Day,” as that term is used in this Agreement, (D)
there shall be no additional Put Tranches for that Put after such date, and (E)
the Company Designated Minimum Put Share Price, if any, shall not apply to the
affected Put.  In the event that a Put Interruption Event occurs after an
Advance Put Notice Date, but before the applicable Put Date, that Put shall be
deemed to be terminated, and the Company may deliver an Advance Put Notice for a
new Put anytime beginning on the following Business Day, if otherwise allowed
under this Agreement.  A “Put Interruption Event” shall mean any of the
following: (i) an Automatic Termination, (ii) the failure of one of the items
specified in Section 2.3.5 below to be true and correct on any day during
an Extended Pricing Period, or (iii) the occurrence of one of the following
events:


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

    


    (a) the Company has announced a
subdivision or combination, including a reverse split, of its Common Stock or
has subdivided or combined its Common Stock;

    


    (b) the
Company has paid a dividend of its Common Stock or has made any other
distribution of its Common Stock;

    


    (c) the
Company has made a distribution of all or any portion of its assets or evidences
of indebtedness to the holders of its Common Stock;

    


    (d) a
Major Transaction has occurred; or

    


    (e) the
Company discovers or is notified of the existence of Material Facts or any
Ineffective Period or Delisting Event occurs.

    


    2.3.5   
  Conditions
Precedent to the Right of the Company to Deliver an Advance Put Notice or a Put
Notice.  The right of the Company to deliver an Advance Put Notice
or a Put Notice is subject to the satisfaction, on the date of delivery of such
Advance Put Notice or Put Notice, of each of the following conditions (the “Put
Conditions”):

    


    
      	
               
      

            	
              (a)

            	
              Investment Commitment
      Closing. The Conditions to Investment Commitment Closing shall have
      been timely satisfied as required in this Agreement and the Investment
      Commitment Closing shall have
occurred;

            


    

    


    
      	
               
      

            	
              (b)

            	
              Time Since Prior Put
      Notice. At least
      five Business Days shall have passed from the Pricing Period End Date for
      the Tranche #3 Pricing Period for the prior Put until the Put Date for the
      proposed new Put;

            


    

    


    
      	
               
      

            	
              (c)

            	
              Required Put
      Documents. The Investor shall have received the Required Put
      Documents on or before the applicable Put
Date;

            


    

    


    
      	
               
      

            	
              (d)

            	
              Listing. The
      Company’s Common Stock shall be listed for and actively trading on an
      Approved Primary Market and the Commitment Shares, the Fee Shares and the
      Put Shares shall be so listed;

            


    

    


    
      	
               
      

            	
              (e)

            	
              No Suspension of
      Trading in or Delisting of Common Stock.  Trading in the
      Common Stock shall not have been suspended or delisted by the SEC, the
      Trading Market or the FINRA, the Company shall not have received any final
      and non-appealable notice that the listing or quotation of the Common
      Stock on the Trading Market shall be terminated on a date certain, and, at
      any time prior to the applicable Put Date and applicable Put Tranche
      Closing Date, trading in securities generally as reported on the Trading
      Market shall not have been suspended or limited, nor shall a banking
      moratorium have been declared either by the United States or New York
      State authorities, nor shall there have occurred any material outbreak or
      escalation of hostilities or other national or international calamity or
      crisis of such magnitude in its effect on, or any material adverse change
      in, any financial, credit or securities
market;

            


    


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

    


    
      	
            	
              (f)

            	
              Registration
      Effective; No Stop Order. The Company shall
      have satisfied any and all obligations pursuant to the Registration Rights
      Agreement, including, but not limited to, the filing of the Registration
      Statement with the SEC with respect to the resale of all Registrable
      Securities and the requirement that the Registration Statement shall have
      been declared effective under the Securities Act by the SEC and shall
      remain current and effective such that the Investor shall be permitted to
      utilize the Prospectus therein to resell (a) all of the Commitment Shares,
      (b) all of the Fee Shares, (c) all of the Shares issued pursuant to all
      prior Put Notices, and (d) all of the Shares issuable pursuant to the
      applicable Put Notice, there shall exist no Material Facts or material
      non-public information that is not covered by the Prospectus (as
      supplemented or amended) and the Company shall have satisfied and
      shall be in compliance with any and all obligations pursuant to this
      Agreement and the Registration Rights Agreement. The Registration
      Statement is not subject to an Ineffective Period as defined in the
      Registration Rights Agreement, the Prospectus included therein is current
      and deliverable, and to the Company’s Knowledge there is no notice of any
      investigation or inquiry concerning any stop order with respect to the
      Registration
Statement;   

            


    

    


    
      	
            	
              (g)

            	
              No Knowledge of
      Events
      Which Would Suspend Registration.  The Company shall
      have no Knowledge of any event that, in the Company’s opinion, is more
      likely than not to have the effect of causing any Registration Statement
      to be suspended or otherwise ineffective (which event is more likely than
      not to occur within the thirty Business Days following the date on which
      such Advance Put Notice and Put Notice is deemed
    delivered);

            


    


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (h)

            	
              No Material
      Notices. None of the following events shall have occurred and be
      continuing: (a) receipt of any request by the SEC or any other federal or
      state governmental authority for any additional information relating to
      the Registration Statement, the Prospectus or any Prospectus Supplement,
      or for any amendment of or supplement to the Registration Statement, the
      Prospectus, or any Prospectus Supplement; (b) the issuance by the SEC or
      any other federal or state governmental authority of any stop order
      suspending the effectiveness of the Registration Statement or prohibiting
      or suspending the use of the Prospectus or any Prospectus Supplement,
      or of the suspension of qualification or exemption from qualification of
      the securities for offering or sale in any jurisdiction, or the initiation
      or contemplated initiation of any proceeding for such purpose; or (c) the
      occurrence of any event or the existence of any condition or state of
      facts, which makes any statement of a material fact made in the
      Registration Statement, the Prospectus or any Prospectus Supplement untrue
      or which requires the making of any additions to or changes to the
      statements then made in the Registration Statement, the Prospectus or any
      Prospectus Supplement in order to state a material fact required by the
      Securities Act to be stated therein or necessary in order to make the
      statements then made therein (in the case of the Prospectus or any
      Prospectus Supplement, in light of the circumstances under which they were
      made) not misleading, or which requires an amendment to the Registration
      Statement or a supplement to the Prospectus or any Prospectus Supplement
      to comply with the Securities Act or any other law (other than the
      transactions contemplated by the applicable Put Notice and the settlement
      thereof). The Company shall have no Knowledge of any event that could
      reasonably be expected to have the effect of causing the suspension of the
      effectiveness of the Registration Statement or the prohibition or
      suspension of the use of the Prospectus or any Prospectus Supplement in
      connection with the resale of the Registrable Securities by the
      Investor;

            


    

    


    
      	
            	
              (i)

            	
              Representations and
      Warranties True and Correct.  The
      representations and warranties of the Company in Section 5 hereof are true
      and correct as of the Put Date in all material respects as if made on such
      date, the Company has satisfied its obligations under Section 2.3 hereof
      and the conditions to Investor’s obligations set forth in this Section
      2.3.5 are satisfied as of such Closing, and the Company shall deliver a
      certificate, signed by an officer of the Company, to such effect
      to the Investor; 

            


    

    


    
      	
            	
              (j)

            	
              Authorization and
      Reservation of Shares.  The Company shall have authorized by
      all necessary corporate action and reserved for issuance a sufficient
      number of Common Shares for the purpose of enabling the Company to satisfy
      any obligation to issue Common Shares pursuant to any
  Put;

            


    

    


    
      	
            	
              (k)

            	
              Cap Amount Not
      Exceeded.  If the Aggregate
      Issued Shares after the Closing of the Put would exceed the Cap Amount,
      the Company shall have obtained the Stockholder 20% Approval as specified
      in Section 2.3.11, if the Company’s Common Stock is listed on a NASDAQ
      Market, and such approval is required by the rules of the
      NASDAQ;

            


    

    


    
      	
            	
              (l)

            	
              4.9% Limitation Not
      Exceeded. The aggregate
      number of Put Shares to be issued in the Put, when combined with the
      number of shares of Common Stock of the Company then beneficially owned by
      the Investor, would not cause the Investor to exceed the 4.9% Limitation
      (as defined herein);

            


    

    


    
      	
            	
              (m)

            	
              Maximum Offering
      Amount Not Exceeded. The aggregate
      number of Put Shares to be issued in the Put, when combined with all Put
      Share issued in prior Puts, would not cause the Maximum Offering Amount to
      be exceeded;

            


    


    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

    
      	
            	
              (n)

            	
              No Adverse Law, Rule,
      Regulation, or Pending Proceeding.  There is not then in
      effect any law, rule or regulation prohibiting or restricting the
      transactions contemplated hereby, or requiring any consent or approval
      which shall not have been obtained, nor is there any pending or threatened
      proceeding or investigation which may have the effect of prohibiting or
      adversely affecting any of the transactions contemplated by this
      Agreement;

            


    

    


    
      	
            	
              (o)

            	
              No Pending or
      Threatened Injunctions. No statute, rule, regulation, executive
      order, decree, ruling or injunction shall have been enacted, entered,
      promulgated or adopted by any court or governmental authority of competent
      jurisdiction that prohibits the transactions contemplated by this
      Agreement, and no actions, suits or proceedings shall be in progress,
      pending or threatened by any person (other than the Investor or any
      affiliate of the Investor), that seek to enjoin or prohibit the
      transactions contemplated by this Agreement.  For purposes of this
      paragraph (i), no proceeding shall be deemed pending or threatened unless
      one of the parties has received written or oral notification thereof prior
      to the applicable Put Tranche Closing Date;


            


    

    


    
      	
            	
              (p)

            	
              Put Shares DTC
      Eligible.  The Put Shares
      delivered to the Investor are DTC eligible and can be immediately
      converted into electronic form; 

            


    

    


    
      	
            	
              (q)

            	
              No Allegation of
      Section 5 Violation.  There has been no assertion by the SEC
      that there has been a violation of Section 5 of the Securities Act caused
      by the integration of the private sale of common stock to the Investor and
      the public offering pursuant to the Registration Statement, and there have
      been no claims made by third parties against the Investor based on a such
      an alleged Section 5 violation;

            


    

    


    
      	
               
      

            	
              (r)

            	
              Compliance with
      Laws.  The Company shall have complied with all applicable
      federal, state and local governmental laws, rules, regulations and
      ordinances in connection with the execution, delivery and performance of
      this Agreement and the other Transaction Documents to which it is a party
      and the consummation of the transactions contemplated hereby and thereby,
      including, without limitation, the Company shall have obtained all permits
      and qualifications required by any applicable state securities or “blue
      sky” laws for the offer and sale of the Securities by the Company to the
      Investor and the subsequent resale of the Registrable Securities by the
      Investor (or shall have the availability of exemptions
      therefrom);

            


    

      

    
      	
               
      

            	
              (s)

            	
              No Material Adverse
      Effect. No condition, occurrence, state of facts or event
      constituting a Material Adverse Effect shall have occurred and be
      continuing;

            


    


    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (t)

            	
              No
      Restrictive Legends. If
      requested by the Investor from and after the earlier of (x) the Effective
      Date, or (y) the date that the Commitment Shares and Fee Shares can be
      sold under Rule 144 without volume restrictions (the earlier of (x) and
      (y) is referred to in this Agreement as the “Liquidity Date”), the Company
      shall have either (i) issued and delivered (or caused to be issued and
      delivered) to the Investor certificates representing the Commitment Shares
      and the Fee Shares, respectively, that are free from all restrictive and
      other legends or (ii) caused the Company’s transfer agent to credit the
      Investor’s or its designee’s account at DTC through its Deposit/Withdrawal
      at Custodian (DWAC) system with a number of shares of Common Stock equal
      to the number of Commitment Shares and Fee Shares represented by the
      certificate delivered by the Investor to the Company in accordance with
      Section 9.10(iv) of this Agreement.

            


    

    


    
      	
               
      

            	
              (u)

            	
              Resolutions
      Adopted.  The Board of Directors of the Company shall have
      adopted resolutions (“Resolutions”) in the form attached hereto as Exhibit J, which shall
      be in full force and effect without any amendment or supplement thereto as
      of the Put Date;

            


    

    


    
      	
            	
              (v)

            	
              No Material Non-Public
      Information.  The Investor shall not be in possession of any
      material non-public information. If the Company discovers or is notified
      that the Investor is in possession of material non-public information or
      discovers or is notified of the existence of Material Facts or material
      non-public information or any Ineffective Period occurs, the Company shall
      not initiate a Put until the Prospectus is amended to include any existing
      Material Facts or material non-public information  and the
      Company’s counsel provides in a Registration Opinion that no Material
      Facts or material non-public information exists that is not included in
      the Prospectus.

            


    

    


    
      	
               
      

            	
              (w)

            	
              Requested Due
      Diligence Information Provided.  The Company shall have
      provided the Investor with the information requested by the Investor in
      connection with its due diligence requests made prior to, or in connection
      with, the Put in accordance with Section 2.4
  hereof.

            


    

    


    
      	
               
      

            	
              (x)

            	
              Reporting
      Issuer.  The Company shall be a Reporting Issuer and shall
      have a class of securities registered under Section 12 of the Exchange
      Act.

            


    

    


    2.3.6  Documents Required to be Delivered on the Put
Date as Conditions to Closing of any Put.  The Closing of any Put
and Investor’s obligations hereunder shall additionally be conditioned upon the
delivery to the Investor of each of the following (the “Required Put Documents”)
on or within three (3) Business Days before the applicable Put Date (or such
earlier time as may be specifically required under the terms
hereof):


    
      
         


      

      
        22

        
          

        

      

      
         


      

    

    


    (a) a number of Unlegended Share
Certificates equal to the Intended Put Share Amount, which shall be delivered by
crediting the Investor’s or its designees’ account at DTC through its
Deposit/Withdrawal at Custodian (DWAC) system (unless the Investor requests
physical certificates, in which such certificates shall be in denominations of
not more than 50,000 shares per certificate);

    


    (b) the following documents: Put
Opinion of Counsel, Registration Opinion, Officer’s Certificate, Secretary’s
Certificate, Resolutions, Put Notice, and any report or disclosure required
under Section 2.3.7 or Section 2.4 hereof, each dated as of the Put Date or a
date within three Business Days prior to the Put Date;

    


    (c) all documents, instruments and
other writings required to be delivered on or before the Put Date pursuant to
any provision of this Agreement in order to implement and effect the
transactions contemplated herein.

    


    
      	
               
      

            	
              2.3.7   
        Accountant’s Letter and Registration
      Opinion.

            


    

    


    (a)     The
Company shall have caused to be delivered to the Investor, (i) whenever required
by Section 2.3.7(b) or by Section 2.5.3, and (ii) on the date that is three (3)
Business Days prior to each Put Date (the “Registration Opinion Deadline”), an
opinion of the Company's independent counsel, in substantially the form of Exhibit E (the
“Registration Opinion”), addressed to the Investor stating, inter alia, that no
facts (“Material Facts”) have come to such counsel's attention that have caused
it to believe that the Registration Statement is subject to an Ineffective
Period or to believe that the Registration Statement, any Supplemental
Registration Statement (as each may be amended, if applicable), and any related
prospectuses, contain an untrue statement of material fact or omits a material
fact required to make the statements contained therein, in light of the
circumstances under which they were made, not misleading.  If a
Registration Opinion cannot be delivered by the Company's independent counsel to
the Investor on the Registration Opinion Deadline due to the existence of
Material Facts or an Ineffective Period, the Company shall promptly notify the
Investor and as promptly as possible amend each of the Registration Statement
and any Supplemental Registration Statements, as applicable, and any related
prospectus or cause such Ineffective Period to terminate, as the case may be,
and deliver such Registration Opinion and updated prospectus as soon as possible
thereafter.  If at any time after a Put Notice shall have been delivered to
Investor but before the Pricing Period End Date for the Tranche #3 Pricing
Period for that Put, the Company acquires Knowledge of such Material Facts
or any Ineffective Period occurs, the Company shall promptly notify the Investor
and shall deliver a Put Interruption Notice to the Investor pursuant to Section
2.3.4 by facsimile and overnight courier by the end of that Business Day. 


    


    (b)    
(i)  the Company shall engage its independent auditors which shall be an
accounting firm of at least twenty (20) independent public accountants as
required by the Securities Act and shall be an independent
registered
public accounting firm within the meaning of SOXA as required by the
rules of the Public Company Accounting Oversight Board, to perform the
procedures in accordance with the provisions of Statement on Auditing Standards
No. 71, as amended, as agreed to by the parties hereto, and reports thereon (the
“Bring Down Cold Comfort Letters”) as shall have been reasonably requested by
the Investor with respect to certain financial information contained in the
Registration Statement and shall have delivered to the Investor such a report
addressed to the Investor, on the date that is three (3) Business Days prior to
each Put Date, except as otherwise limited herein.


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

    


    (ii)  in the event that the
Investor shall have requested delivery of an Agreed Upon Procedures Report
pursuant to Section 2.4.3, the Company shall engage its independent auditors to
perform certain agreed upon procedures and report thereon as shall have been
reasonably requested by the Investor with respect to certain financial
information of the Company and the Company shall deliver to the Investor a copy
of such report addressed to the Investor.  In the event that the report
required by this Section 2.3.7(b) cannot be delivered by the Company's
independent auditors, the Company shall, if necessary, promptly revise the
Registration Statement and the Company shall not deliver a Put Notice until such
report is delivered.

    


    2.3.8   
  Investor’s Obligation and Right to Purchase
Shares.    Subject to the conditions set forth in this
Agreement, following the Investor's receipt of a validly delivered Put Notice,
the Investor shall be required to purchase (each a “Purchase”) from the Company
a number of Put Shares equal to the Put Share Amount, in the manner described
below.

    


    2.3.9     
Limitation
on Company’s Obligation to Deliver Opinions of Counsel and Accountants’
Letters. 
Notwithstanding the above, after delivery of the Professional Opinions
for the first Put, the Company shall not be required to deliver a Put Opinion, a
Registration Opinion, or a Bring Down Cold Comfort Letter (collectively, the
“Professional Opinions”) to the Investor with respect to each subsequent Puts
unless, at the time of the Put Notice for such subsequent Put, either (A) the
sum of (i) the aggregate Purchase Price of the Put Shares that have been sold by
the Company since the last date that such Professional Opinions were delivered
to the Investor plus (ii) the Company Designated
Maximum Put Dollar Amount for the then current Put Notice, exceeds
$500,000 or (B) six (6) months or more have passed since the last date that such
Professional Opinions were delivered to the Investor.

    


    2.3.10    Mechanics of Put Tranche
Closing.  Each of the Company and the Investor shall deliver all
documents, instruments and writings required to be delivered by either of them
pursuant to this Agreement at or prior to each Put Tranche Closing. 
Subject to such delivery and the satisfaction of the conditions set forth in
this Section 2, the closing of the purchase by the Investor of Put Shares in
each Put Tranche shall occur by 5:00 PM, New York City Time, on the date which
is five (5) Business Days following the Pricing Period End Date (the “Payment
Due Date”) for the applicable Put Tranche at the offices of Investor.  On
each or before each Payment Due Date, the Investor shall deliver to the Company,
in the manner specified in Section 7 below, the Put Dollar Amount to be paid for
the Put Shares required to be purchased in such Put Tranche, determined as
aforesaid.  The closing (each a “Put Tranche Closing”) for each Put
Tranche shall occur on the date that (i) the Company has delivered to the
Investor all Required Put Documents, (ii) each of the Put
Conditions have been met and (iii) the Investor has delivered to the Company
such Put Dollar Amount (each a “Put Tranche Closing Date”).


    
      
         


      

      
        24

        
          

        

      

      
         


      

    

    


    2.3.11    Limitation on Short Sales. 
The Investor and its affiliates shall not engage in short sales of the
Company's Common Stock; provided, however, that the Investor may enter into any
short exempt sale or any short sale or other hedging or similar arrangement it
deems appropriate with respect to Put Shares after it receives a Put Notice with
respect to such Put Shares so long as such sales or arrangements do not involve
more than the number of such Put Shares specified in the Put
Notice.

    


    2.3.12    Cap Amount.  If the
Company becomes listed on a NASDAQ Market, then, unless the Company has obtained
the necessary approval (“Stockholder 20% Approval”) of its shareholders as
required under the Nasdaq 20% Rule or unless otherwise permitted by Nasdaq, in
no event shall the Aggregate Issued Shares exceed the maximum number of shares
of Common Stock (the “Cap Amount”) that the Company can, without stockholder
approval, so issue pursuant to Nasdaq Rule 5635 (or any other applicable Nasdaq
Rules or any successor rule) (the “Nasdaq 20% Rule”).

    


    2.3.13    Investment Agreement
Termination.   The Company may terminate (a “Company
Termination”) its right to initiate future Puts by providing written notice
(“Termination Notice”) to the Investor, by facsimile and overnight courier, at
any time other than during an Extended Put Period, provided that such
termination shall have no effect on the parties’ other rights and obligations
under this Agreement and the Registration Rights Agreement. 
Notwithstanding the above, any Put Interruption Notice occurring during an
Extended Put Period is governed by Section 2.3.4.

    


    2.3.14    Return of Excess Common
Shares.  In the event that the number of Put Shares purchased by the
Investor in any Put pursuant to its obligations hereunder is less than the
Intended Put Share Amount, the Investor shall promptly return to the Company any
shares of Common Stock in the Investor’s possession that are not being purchased
by the Investor, unless the parties mutually agree for the Investor to
retain such excess Common Shares to apply to the next Put.

    


    2.4        
Due Diligence
Review.  The Company shall make available for inspection and review
by the Investor (the “Due Diligence Review”), advisors to and representatives of
the Investor (who may or may not be affiliated with the Investor and who are
reasonably acceptable to the Company), any underwriter participating in any
disposition of Common Stock on behalf of the Investor pursuant to the
Registration Statement, any Supplemental Registration Statement, or amendments or
supplements thereto or any blue sky, FINRA or other filing, all financial and
other records, all filings with the SEC, and all other corporate documents and
properties of the Company as may be reasonably necessary for the purpose of such
review, and cause the Company's officers, directors and employees to supply all
such information reasonably requested by the Investor or any such
representative, advisor or underwriter in connection with such Registration
Statement (including, without limitation, in response to all questions and other
inquiries reasonably made or submitted by any of them), prior to and from time
to time after the filing and effectiveness of the Registration Statement for the
sole purpose of enabling the Investor and such representatives, advisors and
underwriters and their respective accountants and attorneys to conduct initial
and ongoing due diligence with respect to the Company and the accuracy of the
Registration Statement.  Prior to filing the initial Registration
Statement, the Company shall provide to the Investor (i) a schedule setting
forth all of the Indebtedness of the Company as of the date of the schedule
(“Schedule of Indebtedness”) and (ii) a schedule setting forth the fully diluted
capitalization of the Company as of the date of the schedule (the
“Capitalization Schedule”), along with a signed certification from an authorized
officer of the Company certifying that each such schedule is true and correct as
of the date thereof.


    
      
         


      

      
        25

        
          

        

      

      
         


      

    

    


    2.4.1     
Treatment of Nonpublic
Information.  The Company shall not disclose nonpublic information
to the Investor or to its advisors or representatives unless prior to disclosure
of such information the Company identifies such information as being nonpublic
information and provides the Investor and such advisors and representatives with
the opportunity to accept or refuse to accept such nonpublic information for
review.  The Company may, as a condition to disclosing any nonpublic
information hereunder, require the Investor and its advisors and
representatives to enter into a confidentiality agreement (including an
agreement with such advisors and representatives prohibiting them from trading
in Common Stock during such period of time as they are in possession of
nonpublic information) in form reasonably satisfactory to the Company and the
Investor.  The Company shall ensure that any information disclosed by the
Company to the Investor in connection with the Agreement shall cease to be
material non-public information on or prior to the Liquidity Date and that
if any material non-public information  arises in the future, the
Prospectus shall be promptly amended or supplemented to cover such information
in accordance with the terms of the Registration
Rights Agreement.

    


    Nothing
herein shall require the Company to disclose nonpublic information to the
Investor or its advisors or representatives, and the Company represents that it
does not disseminate nonpublic information to any investors who purchase stock
in the Company in a public offering, to money managers or to securities
analysts, provided, however, that notwithstanding anything herein to the
contrary, the Company will, as hereinabove provided, immediately notify the
advisors and representatives of the Investor and, if any, underwriters, of any
event or the existence of any circumstance (without any obligation to disclose
the specific event or circumstance) of which it becomes aware, constituting
nonpublic information (whether or not requested of the Company specifically or
generally during the course of due diligence by and such persons or entities),
which, if not disclosed in the Prospectus included in the Registration
Statement, would cause such Prospectus to include a material misstatement or to
omit a material fact required to be stated therein in order to make the
statements therein, in light of the circumstances in which they were made, not
misleading.  Nothing contained in this Section 2.4 shall be construed to
mean that such persons or entities other than the Investor (without the written
consent of the Investor prior to disclosure of such information) may not obtain
nonpublic information in the course of conducting due diligence in accordance
with the terms of this Agreement; provided, however, that in no event shall the
Investor's advisors or representatives disclose to the Investor the nature of
the specific event or circumstances constituting any nonpublic information
discovered by such advisors or representatives in the course of their due
diligence without the written consent of the Investor prior to disclosure of
such information.


    
      
         


      

      
        26

        
          

        

      

      
         


      

    

    


    2.4.2    
 Disclosure of
Misstatements and Omissions. The Investor's advisors
or representatives shall make complete disclosure to the Investor's counsel of
all events or circumstances constituting nonpublic information discovered by
such advisors or representatives in the course of their due diligence upon which
such advisors or representatives form the opinion that the Registration
Statement contains an untrue statement of a material fact or omits a material
fact required to be stated in the Registration Statement or necessary to make
the statements contained therein, in the light of the circumstances in which
they were made, not misleading.  Upon receipt of such disclosure, the
Investor's counsel shall consult with the Company's independent counsel in order
to address the concern raised as to the existence of a material misstatement or
omission and to discuss appropriate disclosure with respect thereto; provided,
however, that such consultation shall not constitute the advice of the Company's
independent counsel to the Investor as to the accuracy of the Registration
Statement and related Prospectus. 

    


    2.4.3  
   Procedure if
Material Facts are Reasonably Believed to be Untrue or are
Omitted.  In the event after such consultation the Investor or the
Investor's counsel reasonably believes that the Registration Statement contains
an untrue statement of a material fact or omits a material fact required to be
stated in the Registration Statement or necessary to make the statements
contained therein, in light of the circumstances in which they were made, not
misleading, and the Company, after a request from the Investor, has failed to
promptly provide reasonable information indicating that the Registration
Statement is in fact complete, accurate and current, then 

    


    (a) the Company shall promptly file
with the SEC an amendment to the Registration Statement responsive to such
alleged untrue statement or omission and provide the Investor, as promptly as
practicable, with copies of the Registration Statement and related Prospectus,
as so amended, or

    


    (b) if the Company disputes the
existence of any such material misstatement or omission, (i) the Company's
independent counsel (who is a member of a law firm having at least 5 attorneys)
shall provide the Investor's counsel with a Registration Opinion, at the
Company’s expense, and (ii) in the event the dispute relates to the adequacy of
financial disclosure and the Investor shall reasonably request, the Company
shall promptly cause its independent auditors to provide to the Company a letter
(“Agreed Upon Procedures Report”) outlining the performance of such "agreed upon
procedures" as shall be reasonably requested by the Investor and the Company
shall promptly provide the Investor with a copy of such letter.

    


    3. 
         Representations, Warranties and
Covenants of Investor. Investor hereby represents and warrants to and
agrees with the Company as follows:

    


    3.1        
Accredited
Investor. 
Investor is an accredited investor (“Accredited Investor”), as defined in Rule
501 of Regulation D.


    
      
         


      

      
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    3.2        
Investment Experience;
Access to Information; Independent Investigation.

    


    3.2.1      Access to Information. 
Investor or Investor’s professional advisor has been granted the opportunity to
ask questions of and receive answers from representatives of the Company, its
officers, directors, employees and agents concerning the terms and conditions of
this Offering, the Company and its business and prospects, and to obtain
any additional information which Investor or Investor’s professional advisor
deems necessary to verify the accuracy and completeness of the information
received.

    


    3.2.2    
 Reliance on Own
Advisors.  Investor has relied completely on the advice of, or has
consulted with, Investor’s own personal tax, investment, legal or other advisors
and has not relied on the Company or any of its affiliates, officers, directors,
attorneys, accountants or any affiliates of any thereof and each other person,
if any, who controls any of the foregoing, within the meaning of Section 15 of
the Act for any tax or legal advice (other than reliance on information in the
Disclosure Documents as defined in Section 3.2.4 below and on the Opinion of
Counsel).  The foregoing, however, does not limit or modify Investor’s
right to rely upon covenants, representations and warranties of the Company in
this Agreement.

    


    3.2.3      Capability to Evaluate. 
Investor has such Knowledge and experience in financial and business matters so
as to enable such Investor to utilize the information made available to it in
connection with the Offering in order to evaluate the merits and risks of the
prospective investment, which are substantial, including without limitation
those set forth in the Disclosure Documents (as defined in Section 3.2.4
below).

    


    3.2.4    
 Disclosure
Documents.  Investor, in making Investor’s investment decision to
subscribe for the Investment Agreement hereunder, represents that (a) Investor
has received and had an opportunity to review (i) the Company’s Annual Report on
Form 10-KSB for the year ended December 31, 2009, and (ii) the Company’s
quarterly report on Form 10-QSB for the quarters ended March 31, 2010, and June
30, 2010; (b) Investor has read, reviewed, and relied solely on the documents
described in (a) above, the Company’s representations and warranties and other
information in this Agreement, including the exhibits, documents prepared by the
Company which have been specifically provided to Investor in connection with
this Offering (the documents described in this Section 3.2.4 (a) and (b) are
collectively referred to as the “Disclosure Documents”), and an independent
investigation made by Investor and Investor’s representatives, if any; (c)
Investor has, prior to the date of this Agreement, been given an opportunity to
review material contracts and documents of the Company which have been filed as
exhibits to the Company’s filings under the Act and the Exchange Act and has had
an opportunity to ask questions of and receive answers from the Company’s
officers and directors; and (d) is not relying on any oral representation of the
Company or any other person, nor any written representation or assurance from
the Company other than those contained in the Disclosure Documents or
incorporated herein or therein.  The foregoing, however, does not limit or
modify Investor’s right to rely upon covenants, representations and warranties
of the Company in Sections 5 and 6 of this Agreement.  Investor
acknowledges and agrees that the Company has no responsibility for, does not
ratify, and is under no responsibility whatsoever to comment upon or correct any
reports, analyses or other comments made about the Company by any third parties,
including, but not limited to, analysts’ research reports or comments
(collectively, “Third Party Reports”), and Investor has not relied upon any
Third Party Reports in making the decision to invest.


    
      
         


      

      
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    3.2.5    
 Investment Experience;
Fend for Self.  Investor has substantial experience in investing in
securities and it has made investments in securities other than those of the
Company.  Investor acknowledges that Investor is able to fend for
Investor’s self in the transaction contemplated by this Agreement, that Investor
has the ability to bear the economic risk of Investor’s investment pursuant to
this Agreement and that Investor is an "Accredited Investor" by virtue of the
fact that Investor meets the investor qualification standards set forth in
Section 3.1 above.  Investor has not been organized for the purpose of
investing in securities of the Company, although such investment is consistent
with Investor’s purposes.

    


    3.3        
Exempt Offering Under
Regulation D.

    


    3.3.1   
  No General
Solicitation.  The Investment Agreement was not offered to Investor
through, and Investor is not aware of, any form of general solicitation or
general advertising, including, without limitation, (i) any advertisement,
article, notice or other communication published in any newspaper, magazine or
similar media or broadcast over television or radio, and (ii) any seminar or
meeting whose attendees have been invited by any general solicitation or general
advertising.

    


    3.3.2    
 Restricted
Securities.  Investor understands that the Investment Agreement is,
the Common Stock issued at each Put Tranche Closing will be characterized as
"restricted securities" under the federal securities laws inasmuch as they are
being acquired from the Company in a transaction exempt from the registration
requirements of the federal securities laws and that under such laws and
applicable regulations such securities may not be transferred or resold without
registration under the Act or pursuant to an exemption therefrom.  In this
connection, Investor represents that Investor is familiar with Rule 144 under
the Act, as presently in effect, and understands the resale limitations imposed
thereby and by the Act.

    


    3.3.3    
 Disposition.  Investor
further agrees not to sell, transfer, assign, or pledge the Securities (except
for any bona fide pledge arrangement to the extent that such pledge does not
require registration under the Act or unless an exemption from such registration
is available and provided further that if such pledge is realized upon, any
transfer to the pledgee shall comply with the requirements set forth herein), or
to otherwise dispose of all or any portion of the Securities unless and
until:

    


    (a)     There is
then in effect a registration statement under the Act and any applicable state
securities laws covering such proposed disposition and such disposition is made
in accordance with such registration statement and in compliance with applicable
prospectus delivery requirements; or

    


    (b)     (i)
Investor shall have notified the Company of the proposed disposition and shall
have furnished the Company with a statement of the circumstances surrounding the
proposed disposition to the extent relevant for determination of the
availability of an exemption from registration, and (ii) if reasonably requested
by the Company, Investor shall have furnished the Company with an opinion
of counsel, reasonably satisfactory to the Company, that such disposition will
not require registration of the Securities under the Act or state securities
laws.  It is agreed that the Company will not require the Investor to
provide opinions of counsel for transactions made pursuant to Rule 144 provided
that Investor and Investor’s broker, if necessary, provide the Company with the
necessary representations and documents for counsel to the Company to issue an
opinion with respect to such transaction.


    
      
         


      

      
        29

        
          

        

      

      
         


      

    

    


    The Investor is entering into this
Agreement for its own account and the Investor has no present arrangement or
intention to sell the security represented by this Agreement to or through any
person or entity, has no present arrangement (whether or not legally binding) to
sell the Common Stock to or through any person or entity and has no present
intention to sell such Common Stock to or through any person or entity;
provided, however, that by making the representations herein, the Investor does
not agree to hold the Common Stock for any minimum or other specific term and
reserves the right to dispose of the Common Stock at any time in accordance with
federal and state securities laws applicable to such disposition. 

    


    3.4        
Due
Authorization.

    


    3.4.1     
Authority.  The
person executing this Investment Agreement, if executing this Agreement in a
representative or fiduciary capacity, has full power and authority to execute
and deliver this Agreement and each other document included herein for which a
signature is required in such capacity and on behalf of the subscribing
individual, partnership, trust, estate, corporation or other entity for whom or
which Investor is executing this Agreement.  Investor has reached the
age of majority (if an individual) according to the laws of the state in which
he or she resides.

    


    3.4.2     
Due Organization; Due
Authorization.  Investor is duly and validly organized, validly
existing and in good standing as a limited liability company under the laws of
Georgia with full power and authority to purchase the Securities to be purchased
by Investor and to execute and deliver this Agreement.

    


    3.4.3     
 Partnerships.  If
Investor is a partnership, the representations, warranties, agreements and
understandings set forth above are true with respect to all partners of Investor
(and if any such partner is itself a partnership, all persons holding an
interest in such partnership, directly or indirectly, including through one or
more partnerships), and the person executing this Agreement has made due inquiry
to determine the truthfulness of the representations and warranties made
hereby.

    


    3.5        
No Registration As A
Dealer. The Investor is not and will not be required to be registered as
a "dealer" under the 1934 Act, either as a result of its execution and
performance of its obligations under this Agreement or otherwise.

    


    4.          
Acknowledgments Investor
is aware that:

    


    4.1        
Risks of
Investment.  Investor recognizes that an investment in the
Company involves substantial risks, including the potential loss of Investor's
entire investment herein.  Investor recognizes that the Disclosure
Documents, this Agreement and the exhibits hereto do not purport to contain all
the information, which would be contained in a registration statement under the
Act; 


    
      
         


      

      
        30

        
          

        

      

      
         


      

    

     

    4.2         No Government
Approval.  No federal or state agency has passed upon the
Securities, recommended or endorsed the Offering, or made any finding or
determination as to the fairness of this transaction;

    


    4.3         No Registration,
Restrictions on Transfer.  As of the date of this Agreement, the
Securities and any component thereof have not been registered under the Act or
any applicable state securities laws by reason of exemptions from the
registration requirements of the Act and such laws, and may not be sold, pledged
(except for any limited pledge in connection with a margin account of Investor
to the extent that such pledge does not require registration under the Act or
unless an exemption from such registration is available and provided further
that if such pledge is realized upon, any transfer to the pledgee shall comply
with the requirements set forth herein), assigned or otherwise disposed of in
the absence of an effective registration of the Securities and any component
thereof under the Act or unless an exemption from such registration is
available;

    


    4.4         Restrictions on
Transfer.  Investor may not attempt to sell, transfer, assign,
pledge or otherwise dispose of all or any portion of the Securities or any
component thereof in the absence of either an effective registration statement
or an exemption from the registration requirements of the Act and applicable
state securities laws; 

    


    4.5         No Assurances of
Registration.  There can be no assurance that any registration
statement will become effective at the scheduled time, or ever, or remain
effective when required, and Investor acknowledges that it may be required to
bear the economic risk of Investor's investment for an indefinite period of
time;

    


    4.6         Exempt
Transaction.  Investor understands that the Securities are being
offered and sold in reliance on specific exemptions from the registration
requirements of federal and state law and that the representations, warranties,
agreements, acknowledgments and understandings set forth herein are being relied
upon by the Company in determining the applicability of such exemptions and the
suitability of Investor to acquire such Securities.

    


    4.7         Legends.  The
certificates representing the Put Shares shall not bear a legend restricting the
sale or transfer thereof.

    


    5.          
Representations, Warranties
and Covenants of the Company.  The Company hereby makes the
following representations and warranties to Investor (which shall be true at the
signing of this Agreement, and as of any such later date as specified hereunder)
and agrees with Investor that, except as set forth in the “Schedule of
Exceptions” attached hereto as Exhibit G:

    


    
      
        
           


        

        
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    5.1         Organization, Good Standing,
and Qualification.  The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada, USA
and has all requisite corporate power and authority to carry on its business as
now conducted and as proposed to be conducted.  The Company is
duly qualified to transact business and is in good standing in each
jurisdiction in which the failure to so qualify would, in the Company’s opinion,
have a material adverse effect on the business or properties of the Company and
its subsidiaries taken as a whole.  The Company is not the subject of any
pending, threatened or, to its Knowledge, contemplated investigation or
administrative or legal proceeding (a “Proceeding”) by the Internal Revenue
Service, the taxing authorities of any state or local jurisdiction, or the
Securities and Exchange Commission, the FINRA, the Nasdaq Stock Market, Inc. or
any state securities commission, or any other governmental entity, which have
not been disclosed in the Disclosure Documents.  None of the disclosed
Proceedings, if any, will, in the Company’s opinion, have a material adverse
effect upon the Company. Each of the Company’s
subsidiaries, if any, the jurisdiction of incorporation or organization of each,
and the percentage of the Company’s ownership of each is as set forth in the
Commission Documents.

    


    5.2         Corporate
Condition.  The Company's condition is, in all material respects, as
described in the Disclosure Documents (as further set forth in any subsequently
filed Disclosure Documents, if applicable), except for changes in the ordinary
course of business and normal year-end adjustments that are not, in the
aggregate, materially adverse to the Company.  Except for continuing
losses, there have been no material adverse changes to the Company’s business,
financial condition, or prospects from the dates of such Disclosure Documents
through the date of the Investment Commitment Closing.  The financial
statements as contained in the 10-KSB and 10-QSB have been prepared in
accordance with generally accepted accounting principles, consistently applied
(except as otherwise permitted by Regulation S-X of the Exchange Act, or
Generally Accepted Accounting Principles, as applicable), subject, in the case
of unaudited interim financial statements, to customary year end adjustments and
the absence of certain footnotes, and fairly present the financial condition of
the Company as of the dates of the balance sheets included therein and the
consolidated results of its operations and cash flows for the periods then
ended.  Without limiting the foregoing, there are no material liabilities,
contingent or actual, that are not disclosed in the Disclosure Documents (other
than liabilities incurred by the Company in the ordinary course of its business,
consistent with its past practice, after the period covered by the
Disclosure Documents).  The Company has paid all material taxes that are
due, except for taxes that it reasonably disputes.  There is no material
claim, litigation, or administrative proceeding pending or, to the best of the
Company’s Knowledge, threatened against the Company, except as disclosed in the
Disclosure Documents.  This Agreement and the Disclosure Documents do not
contain any untrue statement of a material fact and do not omit to state any
material fact required to be stated therein or herein necessary to make the
statements contained therein or herein not misleading in the light of the
circumstances under which they were made.  No event or circumstance exists
relating to the Company which, under applicable law, requires public disclosure
but which has not been so publicly announced or disclosed.


    


    
      
        
           


        

        
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    5.3         Commission Documents,
Financial Statements.

    


    (a)         The
Company has timely filed (giving effect to permissible extensions in accordance
with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has
delivered or made available to the Investor via EDGAR or otherwise true and
complete copies of the Commission Documents filed with or furnished to the SEC
prior to the Commitment Closing Date (including, without limitation, the 2009
Form 10-K). No Subsidiary of the Company is required to file or furnish any
report, schedule, registration, form, statement, information or other document
with the SEC. As of its filing date, each Commission Document filed with or
furnished to the SEC prior to the Commitment Closing Date (including,
without limitation, the 2009 Form 10-K) complied in all material respects
with the requirements of the Securities Act or the Exchange Act, as applicable,
and other federal, state and local laws, rules and regulations applicable
to it, and, as of its filing date (or, if amended or superseded by a filing
prior to the Commitment Closing Date, on the date of
such amended or superseded filing), such Commission Document did not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading. The
Registration Statement, on the date it is filed with the SEC, on the date it is
declared effective by the SEC, on each Put Date and on each Put Tranche Closing
Date, shall comply in all material respects with the requirements of the
Securities Act (including, without limitation, Rule 415 under the
Securities Act) and shall not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in
order to make the statements therein not misleading, except that this
representation and warranty shall not apply to statements in or omissions from
the Registration Statement made in reliance upon and in conformity with
information relating to the Investor furnished to the Company in writing by
or on behalf of the Investor expressly for use therein (which to the
Company’s Knowledge are not false or misleading). The Prospectus and each
Prospectus Supplement required to be filed pursuant to this Agreement or the
Registration Rights Agreement, when taken together, on its date, on each Put
Date and on each Put Tranche Closing Date, shall comply in all material respects
with the requirements of the Securities Act (including, without limitation,
Rule 424(b) under the Securities Act) and shall not contain any untrue
statement of a material fact or omit 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, except that this
representation and warranty shall not apply to statements in or omissions from
the Prospectus or any Prospectus Supplement made in reliance upon and in
conformity with information relating to the Investor furnished to the Company in
writing by or on behalf of the Investor expressly for use therein (which to the
Company’s Knowledge are not false or misleading). Each Commission Document
(other than the Registration Statement, the Prospectus or any Prospectus
Supplement) to be filed with or furnished to the SEC after the Commitment
Closing Date and incorporated by reference in the Registration Statement, the
Prospectus or any Prospectus Supplement required to be filed pursuant to this
Agreement or the Registration Rights Agreement (including, without limitation,
the Current Report), when such document is filed with or furnished to the SEC
and, if applicable, when such document becomes effective, as the case may be,
shall comply in all material respects with the requirements of the Securities
Act or the Exchange Act, as applicable, and other federal, state and local
laws, rules and regulations applicable to it, and shall not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading. The Company has
delivered or made available to the Investor via EDGAR or otherwise true and
complete copies of all comment letters and substantive correspondence received
by the Company from the SEC relating to the Commission Documents filed with or
furnished to the SEC as of the Commitment Closing Date, together with all
written responses of the Company thereto. There are no outstanding or unresolved
comments or undertakings in such comment letters received by the Company
from the SEC. The SEC has not issued any stop order or other order suspending
the effectiveness of any registration statement filed by the Company under the
Securities Act or the Exchange Act.

    


    
      
        
           


        

        
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    (b)         The
financial statements, together with the related notes and schedules, of the
Company included in the Commission Documents comply as to form in all material
respects with all applicable accounting requirements and the published
rules and regulations of the SEC and all other applicable rules and
regulations with respect thereto as may be subject to any applicable out of
period adjustments disclosed in the Commission Documents. Such financial
statements, together with the related notes and schedules, have been prepared in
accordance with GAAP applied on a consistent basis 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 are subject to customary year-end audit adjustments), and fairly
present in all material respects the financial condition of the Company and its
consolidated Subsidiaries as of the dates thereof and the results
of operations and cash flows for the periods then ended (subject, in the
case of unaudited statements, to normal year-end audit
adjustments).

    


    (c)         The
Company has timely filed with the SEC and made available to the Investor via
EDGAR or otherwise all certifications and statements required by
(x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or
(y) 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act
of 2002 (“ SOXA
”)) with respect to all relevant Commission Documents.  The Company
is in compliance in all material respects with the provisions of SOXA applicable
to it as of the date hereof.  The Company maintains disclosure controls and
procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange
Act; such controls and procedures are effective to ensure that all material
information concerning the Company and its Subsidiaries is made known on a
timely basis to the individuals responsible for the timely and accurate
preparation of the Company’s Commission filings and other public disclosure
documents.  As used in this Section 5.3(c), the term “file” shall be
broadly construed to include any manner in which a document or information is
furnished, supplied or otherwise made available to the SEC.

    


    (d)         EFP
Rotenberg, LLP, or any other accounting firm retained by the Company, who shall
express their opinion on the audited financial statements and related schedules
to be included or incorporated by reference in the Registration Statement and
the Prospectus are, with respect to the Company, independent public accountants
as required by the Securities Act and is an independent registered public
accounting firm within the meaning of SOXA as required by the rules of the
Public Company Accounting Oversight Board.

    


    5.4         Authorization. 
All corporate action on the part of the Company by its officers, directors and
stockholders necessary for the authorization, execution and delivery of this
Agreement and all of the Transaction Documents, the performance of all
obligations of the Company hereunder and the authorization, issuance and
delivery of the Common Stock being sold hereunder have been taken, and this
Agreement and the Registration Rights Agreement constitute valid and legally
binding obligations of the Company, enforceable in accordance with
their terms, except insofar as the enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, or other similar laws
affecting creditors’ rights generally or by principles governing the
availability of equitable remedies.  The Company has obtained all consents
and approvals required for it to execute, deliver and perform each agreement
referenced in the previous sentence.  The Board of
Directors of the Company shall have adopted resolutions granting the above
authorizations (the "Resolutions") and, as a condition
to each Put, such Resolutions shall not have been amended or rescinded prior to
such Put Date.

    


    
      
        
           


        

        
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    5.5         Valid Issuance of Common
Stock.  The Commitment Shares, Fee Shares and Put Shares, when
issued, sold and delivered in accordance with the terms hereof, for the
consideration expressed herein, will be validly issued, fully paid and
nonassessable, will be issued free of any preemptive rights and, based in part
upon the representations of Investor in this Agreement, will be issued in
compliance with all applicable U.S. federal and state securities
laws.

    


    5.6.        Securities Act. The
Company has complied and shall comply with all applicable federal and state
securities laws in connection with the offer, issuance and sale of the
Securities hereunder, including, without limitation, the applicable requirements
of the Securities Act. Without limiting the generality of the foregoing, the
Company satisfies, and the Registration Statement upon filing with the SEC and
at the time it is declared effective by the SEC shall satisfy, all of the
requirements of the Securities Act to register the resale of the Registrable
Securities by the Investor in accordance with the Registration Rights Agreement
on a delayed or continuous basis under Rule 415 under the Securities Act at
then-prevailing market prices, and not fixed prices. The Company is not, and has
never been, an issuer identified in, or subject to,
Rule 144(i).

    


    5.7         Compliance with Other
Instruments.  The Company is not in violation or default of any
provisions of its Certificate of Incorporation or Bylaws, each as amended and in
effect on and as of the date of the Agreement, or of any material provision of
any material instrument or material contract to which it is a party or by
which it is bound or of any provision of any federal or state judgment,
writ, decree, order, statute, rule or governmental regulation applicable to the
Company, which would, in the Company’s opinion, have a material adverse effect
on the Company's business or prospects, or on the performance of its obligations
under this Agreement or the Registration Rights Agreement.  The execution,
delivery and performance of this Agreement and the other agreements entered into
in conjunction with the Offering and the consummation of the transactions
contemplated hereby and thereby will not (a) result in any such violation or be
in conflict with or constitute, with or without the passage of time and giving
of notice, either a default under any such provision, instrument or contract or
an event which results in the creation of any lien, charge or encumbrance upon
any assets of the Company, which would, in the Company’s opinion, have a
material adverse effect on the Company’s business or prospects, or on the
performance of its obligations under this Agreement, the Registration Rights
Agreement, or (b) violate the Company’s Certificate of Incorporation or By-Laws
or (c) violate any statute, rule or governmental regulation applicable to the
Company which violation would, in the Company’s opinion, have a material adverse
effect on the Company's business or prospects.

    


    
      
        
           


        

        
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    5.8         Reporting
Company.  The Company is subject to the reporting requirements of
the Exchange Act, has a class of securities registered under Section 12 of the
Exchange Act, and has filed all reports required by the Exchange Act since the
date the Company first became subject to such reporting obligations. The Company
undertakes to furnish Investor with copies of such reports as may be reasonably
requested by Investor prior to consummation of this Offering and thereafter, to
make such reports available, for the full term of this Agreement, including any
extensions thereof, and for as long as Investor holds the Securities.  The
Common Stock is duly listed or approved for quotation on the Pink O.T.C.
Markets.  The Company is not in violation of the listing requirements of
the Pink O.T.C. Markets and does not reasonably anticipate that the Common Stock
will be delisted by the Pink O.T.C. Markets for the foreseeable future. 


    


    5.9.        Listing and Maintenance
Requirements. The Company’s Common Stock is registered pursuant to
Section 12(b) or 12(g) of the Exchange Act, and the Company has
taken no action designed to, or which to its Knowledge is likely to have the
effect of, terminating the registration of the Common Stock under the Exchange
Act, nor has the Company received any notification that the SEC is contemplating
terminating such registration. The Company has not, in the 12 months preceding
the Commitment Closing Date, received notice from any Trading Market on which
the Common Stock is or has been listed or quoted to the effect that the Company
is not in compliance with the listing or maintenance requirements of such
Trading Market. The Company currently is, and has no reason to believe that it
will not in the foreseeable future continue to be, in compliance with all such
listing and maintenance requirements.

    


    5.10.      Indebtedness;
Solvency.  The Company’s Quarterly Report on Form 10-Q for its
fiscal quarter ended June 30, 2009 sets forth, as of June 30, 2009,
all outstanding secured and unsecured Indebtedness of the Company or any
Subsidiary, or for which the Company or any Subsidiary has commitments through
such date.  For the purposes of this Agreement, “Indebtedness” shall mean
(a) any liabilities for borrowed money (other than trade accounts payable
incurred in the ordinary course of business), (b) all guaranties,
endorsements, indemnities and other contingent obligations in respect of
Indebtedness of others, whether or not the same are or should be reflected in
the Company’s balance sheet (or the notes thereto), except guaranties by
endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business; and (c) the present value
of any lease payments due under leases required to be capitalized in accordance
with GAAP.  There is no existing or continuing default or event of default
in respect of any Indebtedness of the Company or any of its Subsidiaries. The
Company has not taken any steps, and does not currently expect to take any
steps, to seek protection pursuant to Title 11 of the United States Code or any
similar federal or state bankruptcy law or law for the relief of debtors, nor
does the Company have any Knowledge that its creditors intend to initiate
involuntary bankruptcy, insolvency, reorganization or liquidation proceedings or
other proceedings for relief under Title 11 of the United States Code or any
other federal or state bankruptcy law or any law for the relief of debtors. The
Company is financially solvent and is generally able to pay its debts as they
become due.

    


    5.11       Capitalization. 
There are no securities or instruments containing anti-dilution or similar
provisions that will be triggered by the issuance of the Securities. 


    


    
      
        
           


        

        
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    5.12       Intellectual
Property.  The Company has valid, unrestricted and exclusive
ownership of or rights to use the patents, trademarks, trademark registrations,
trade names, copyrights, know-how, technology and other intellectual property
necessary to the conduct of its business.  The Commission Documents
list all patents, trademarks, trademark registrations, trade names and
copyrights of the Company.  The Company has granted such licenses or has
assigned or otherwise transferred a portion of (or all of) such valid,
unrestricted and exclusive patents, trademarks, trademark registrations, trade
names, copyrights, know-how, technology and other intellectual property
necessary to the conduct of its business.  The Company has been granted
licenses, know-how, technology and/or other intellectual property necessary to
the conduct of its business.  To the best of the Company’s Knowledge after
due inquiry, the Company is not infringing on the intellectual property rights
of any third party, nor is any third party infringing on the Company’s
intellectual property rights.  There are no restrictions in any agreements,
licenses, franchises, or other instruments that preclude the Company from
engaging in its business as presently conducted.

    


    5.13       [Intentionally
Omitted].

    


    5.14       No Rights of
Participation.  No person or entity, including, but not limited to,
current or former stockholders of the Company, underwriters, brokers, agents or
other third parties, has any right of first refusal, preemptive right, right of
participation, or any similar right to participate in the financing contemplated
by this Agreement which has not been waived.

    


    5.15       No Advance Regulatory
Approval.  The Company acknowledges that this Investment Agreement,
the transaction contemplated hereby and the Registration Statement contemplated
hereby have not been approved by the SEC, or any other regulatory body and there
is no guarantee that this Investment Agreement, the transaction contemplated
hereby and the Registration Statement contemplated hereby will ever be approved
by the SEC or any other regulatory body.  The Company is relying on its own
analysis and is not relying on any representation by Investor that either this
Investment Agreement, the transaction contemplated hereby or the Registration
Statement contemplated hereby has been or will be approved by the SEC or other
appropriate regulatory body.

    


    5.16       Underwriter’s Fees and Rights of First
Refusal.  The Company is not obligated to pay any compensation or
other fees, costs or related expenditures in cash or securities to any
underwriter, broker, agent or other representative in connection with this
Offering.

    5.17       Availability of Suitable
Form for Registration.  The Company is currently eligible and agrees
to maintain its eligibility to register the resale of its Common Stock on a
registration statement on a suitable form under the Act.

    


    5.18       No Integrated
Offering.  Neither the Company, nor any of its affiliates, nor any
person acting on its or their behalf, has directly or indirectly made any offers
or sales of any of the Company’s securities or solicited any offers to buy any
security under circumstances that would prevent the parties hereto from
consummating the transactions contemplated hereby pursuant to an exemption from
registration under Regulation D of the Act or would require the issuance of any
other securities to be integrated with this Offering under the Rules of the
SEC.  The Company has not engaged in any form of general solicitation or
advertising in connection with the offering of the Common Stock.

    


    
      
        
           


        

        
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    5.19       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 its 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.

    


    5.20       Absence of Certain Company
Control Person Actions Or Events.  For purposes hereof, “Company
Control Person” means each director, executive officer, promoter, and such other
Persons as may be deemed in control of the Company pursuant to Rule 405 under
the 1933 Act or Section 20 of the 1934 Act.  To the Company’s Knowledge,
during the past ten (10) years:

    


    (i) No
petition under the federal bankruptcy laws or any state insolvency law was filed
by or against, and no receiver, fiscal agent or similar officer was appointed by
a court for the business or property of such Company Control Person, or any
partnership in which he was a general partner at or within two years before the
time of such filing, or any corporation or business association of which he was
an executive officer at or within two years before the time of such
filing;

    


    (ii) No Company Control
Person was convicted in a criminal proceeding or is a named subject of a pending
criminal proceeding (excluding traffic violations and other minor offenses), or
has not been convicted of, found guilty of, or have pled guilty nolo
contendere of a crime or felony, entered into a pre trial diversion for or
otherwise been charged for any action, misdemeanor or felony, involving fraud,
dishonesty, breach of trust, contract or money laundering, or which may be
considered to be a crime concerning moral turpitude, including but not limited
to any disciplinary action by any branch of the United State military,
regulatory bodies, including but not limited to any professional licensing
authority [or has been the Defendant in a civil action for fraud or material
breach of a financing agreement];

    


    (iii) No
Company Control Person has been the subject of any order, judgment or decree,
that was not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him from, or
otherwise limiting, the following activities:

    


    (A)
acting, as an investment advisor, underwriter, broker or dealer in securities,
or as an affiliated person, director or employee of any investment company,
bank, savings and loan association or insurance company, as a futures commission
merchant, introducing broker, commodity trading advisor, commodity pool
operator, floor broker, any other Person regulated by the Commodity Futures
Trading Commission (“CFTC”) or engaging in or continuing any conduct or practice
in connection with such activity;

    


    
      
        
           


        

        
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    (B)
engaging in any type of business practice; or

    


    (C)
engaging in any activity in connection with the purchase or sale of any security
or commodity or in connection with any violation of federal or state securities
laws or federal commodities laws;

    


    (iv) No
Company Control Person has been the subject of any order, judgment or decree,
not subsequently reversed, suspended or vacated, of any federal or state
authority barring, suspending or otherwise limiting for more than 60 days the
right of such Company Control Person to engage in any activity described in
paragraph (iii) of this item, or to be associated with Persons engaged in any
such activity; or

    


    (v) No
Company Control Person was found by a court of competent jurisdiction in a civil
action or by the CFTC or SEC to have violated any federal or state securities
law, and the judgment in such civil action or finding by the CFTC or SEC has not
been subsequently reversed, suspended, or vacated.

    


    5.21       Representations
Correct.  The
foregoing representations, warranties and agreements are true, correct and
complete in all material respects, and shall survive any Put Tranche Closing and
the issuance of the shares of Common Stock thereby.

    


    5.22       Tax Status.  The
Company has made or filed all federal and state 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 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 provision 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.

    


    5.23       Material
Agreements.  Except as set forth in the Commission Documents,
neither the Company nor any Subsidiary of the Company is a party to any written
or oral contract, instrument, agreement commitment, obligation, plan or
arrangement, a copy of which would be required to be filed with the SEC as an
exhibit to an annual report on Form 10-K (collectively, “ Material
Agreements ”). 
Except as set forth in the Commission Documents, the Company and each of its
Subsidiaries have performed in all material respects all the obligations
required to be performed by them under the Material Agreements, have received no
notice of default or an event of default by the Company or any of its
Subsidiaries thereunder and are not aware of any basis for the assertion
thereof, and neither the Company or any of its Subsidiaries nor, to the
Knowledge of the Company, any other contracting party thereto are in default
under any Material Agreement now in effect, the result of which would have a
Material Adverse Effect.  Except as set forth in the Commission Documents,
each of the Material Agreements is in full force and effect, and constitutes a
legal, valid and binding obligation enforceable in accordance with its terms
against the Company and/or any of its Subsidiaries and, to the Knowledge of the
Company, each other contracting party thereto, except as such enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation, conservatorship, receivership or similar laws relating to, or
affecting generally the enforcement of, creditor’s rights and remedies or by
other equitable principles of general application.

    


    
      
        
           


        

        
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    5.24       Transactions With
Affiliates.  Except as set forth in the Disclosure Documents, none
of the officers, directors, or employees of the Company is presently a party to
any transaction with the Company (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.

    


    5.25       Application of Takeover
Protections.  The Company has not adopted and will not adopt any
“poison pill” provision that will be applicable to Investor as a result of
transactions contemplated by this Agreement.

    


    5.26       Investment Company Act
Status.  The Company is not, and as a result of the consummation of
the transactions contemplated by the Transaction Documents and the application
of the proceeds from the sale of the Shares as set forth in the Prospectus and
any Prospectus Supplement shall not be, an “investment company” or a company
“controlled” by an “investment company,” within the
meaning of the Investment Company Act of 1940, as amended.

     

    5.27       Taxes.  The
Company and each of its Subsidiaries (i) has filed all necessary federal,
state and foreign income and franchise tax returns or has duly requested
extensions thereof, except for those the failure of which to file would not have
a Material Adverse Effect, (ii) has paid all federal, state, local and
foreign taxes due and payable for which it is liable, except to the extent that
any such taxes are being contested in good faith and by appropriate proceedings,
except for such taxes the failure of which to pay would not have a Material
Adverse Effect, and (iii) does not have any tax deficiency or claims
outstanding or assessed or, to the Company’s Knowledge, proposed against it
which would have a Material Adverse Effect. 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 and its Subsidiaries know of no basis for any
such claim. The Company is not operated in such a manner as to qualify as a
passive foreign investment company, as defined in Section 1297 of the U.S.
Internal Revenue Code of 1986, as amended.

     

    5.28       Insurance. 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 been refused any insurance coverage sought or
applied for, and neither the Company nor any such Subsidiary has any reason to
believe that it will be unable 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.

    


    
      
        
           


        

        
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    5.29       U.S. Real Property Holding
Corporation. Neither the Company nor any of its Subsidiaries is, or has
ever been, and so long as any of the Securities are held by the Investor, shall
become a U.S. real property holding corporation within the meaning of
Section 897 of the Code.

    


    5.30       Acknowledgment Regarding
Investor's Purchase of Shares. The Company acknowledges and agrees that
the Investor is acting solely in the capacity of an arm's length purchaser with
respect to the Equity Line Transaction Documents and the transactions
contemplated hereby and thereby. The Company further acknowledges that the
Investor is not acting as a financial advisor or fiduciary of the Company (or in
any similar capacity) with respect to the Equity Line Transaction Documents and
the transactions contemplated hereby and thereby and any advice given by the
Investor or any of its respective representatives or agents in connection with
the Equity Line Transaction Documents and the transactions contemplated hereby
and thereby is merely incidental to the Investor's purchase of the Securities,
and is not being relied on by the Company. The Company further represents to the
Investor that the Company's decision to enter into the Equity Line Transaction
Documents has been based solely on the independent evaluation by the Company and
its representatives.

    


    5.31       Lock-Up. The Company
shall cause its officers, directors, and any related parties under control
of the Company, to refrain from selling Common Stock during each Pricing Period,
and the Company shall use best efforts to cause other insiders or Affiliates to
refrain from selling any Stock during each Pricing Period.

    


    5.32       Other
Agreements.  The Company has not, directly or indirectly, made any
agreements with the Investor under a subscription in the form of this Agreement
for the purchase of Common Stock, relating to the terms or conditions of the
transactions contemplated hereby or thereby except as expressly set forth
herein, respectively, or in exhibits hereto or thereto.

    


    5.33       Major
Transactions.  As of the date of this Agreement, there are no other
Major Transactions currently pending or contemplated by the
Company.

    


    5.34       Financings.  As
of the date of this Agreement, there are no other financings currently
pending.

    


    5.35       Acknowledgment of
Limitations on Put Amounts.  The Company understands and
acknowledges that the amounts available under this Investment Agreement are
limited, among other things, based upon the liquidity of the Company’s Common
Stock traded on its Principal Market.

    


    
      
        
           


        

        
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    5.36       Dilution.  The number of
shares of Common Stock issuable as Put Shares may increase substantially in certain
circumstances, including, but not necessarily limited to, the circumstance
wherein the trading price of the Common Stock declines during the period between
the Effective Date and the end of the Commitment Period.  The
Company’s executive officers and
directors fully understand the nature of the transactions contemplated by this
Agreement and recognize that they have a potential dilutive effect.  The
board of directors of the Company has concluded, in its good faith
business judgment, that such issuance is in the best interests of the
Company.  The Company specifically acknowledges that, whenever the Company
elects to initiate a Put, its obligation to issue the Put Shares is binding upon
the Company and enforceable regardless of the dilution such issuance may
have on the ownership interests of other shareholders of the Company.  The
Company acknowledges that the Investor may sell shares of Common Stock during
any Pricing Period, and may enter into a short exempt sale or any
short sale or
other hedging or similar arrangement in accordance with Section 2.3.10
during any Pricing Period, and that such sales, short sales or hedging
arrangements may serve to lower the Purchase Price thereby having a potential
dilutive effect on the Company’s Common Stock. 

    


    5.37.      Introductory
Agent.  Except for the placement fee payable by the Company to
Damian D’Adamo (“Introductory
Agent”), which shall be set forth in a separate engagement letter between
the Company and the Introductory Agent (the “Placement Agent Engagement
Letter”), no brokers, finders or financial advisory fees or commissions
shall be payable by the Company or any Subsidiary (or any of their respective
Affiliates) with respect to the transactions contemplated by the Transaction
Documents.  The Placement Agent Enagement is between the Company and the
Introductory Agent.  The Investor is not a party to such agreement and has
made no analysis as to the validity or legality of such agreement or arrangement
or as to whether any regulatory approval is required.

    


    5.38       All
material representations in the Company’s public filings from the date that is
one (1) year prior to the date of this Investment Agreement up through the date
of the Investment Agreement and up through the date of each Put Notice, if such
representation is made in conjunction with a Put were true and correct when
made.

    


    5.39       No Material Non-Public
Information.  The Company has not furnished to the Investor any
information concerning the Company that will constitute material nonpublic
information on or after the Liquidity Date.

    


    6.           Additional Covenants of the
Company.

    


    6.1       
 Independent
Auditors.  The Company shall, until at least the Termination Date,
maintain as its independent auditors an accounting firm authorized to practice
before the SEC.

    


    6.2       
 Corporate
Existence and Taxes; Change in Corporate Entity.  The Company shall,
until at least the Termination Date, maintain its corporate existence in good
standing and, once it becomes a “Reporting Issuer” (defined as a Company which
files periodic reports under the Exchange Act), remain a Reporting Issuer and
shall pay all its taxes when due except for taxes which the Company
disputes.  Notwithstanding the terms of Section 9.2 below, the Company may,
at any time after the date hereof, enter into any merger, consolidation or
corporate reorganization of the Company with or into, or transfer all or
substantially all of the assets of the Company to, another entity only if the
resulting successor or acquiring entity in such transaction, if not the Company
(the “Surviving Entity”), (i) has Common Stock listed for trading on a Nasdaq
Market or on another national stock exchange and is a Reporting Issuer,
(ii) assumes by
written instrument the Company's obligations with respect to this Investment
Agreement, the Registration Rights Agreement, and the other agreements referred
to herein, including but not limited to the obligations to deliver to the
Investor shares of Common Stock and/or securities that Investor is
entitled to receive pursuant to this Investment Agreement. 


    


    
      
        
           


        

        
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    6.3         Registration
Rights.  The Company will enter into a registration rights agreement
covering the resale of the Common Shares substantially in the form of the
Registration Rights Agreement attached as Exhibit F.  During the
period from the Effective Date through the Termination Date, the Company shall
use its best efforts to maintain the continuous effectiveness of the
Registration Statement under the Securities Act.

     


    6.4.        Blue Sky.  The
Company shall take such action, if any, as is necessary in order to obtain an
exemption for or to qualify the Securities for sale to the Investor pursuant to
the Transaction Documents and for the subsequent resale of Securities by the
Investor into the Principal Market and such other jurisdictions within the
United States as Investor reasonably requests in writing, in each case, under
applicable state securities or “blue sky” laws and shall provide evidence of any
such action so taken to the Investor from time to time following the Commitment
Closing Date.

    


    6.5         Asset
Transfers.  The Company shall not (i) transfer, sell, convey or
otherwise dispose of any of its material assets to any subsidiary except for a
cash or cash equivalent consideration and for a proper business purpose or (ii)
transfer, sell, convey or otherwise dispose of any of its material assets to any
Affiliate, as defined below, during the Term of this Agreement.  For
purposes hereof, “Affiliate” shall mean any officer of the Company, director of
the Company or owner of twenty percent (20%) or more of the Common Stock or
other securities of the Company.

    


    6.6         Capital Raising Limitations
and Rights of First Refusal.

    


    6.6.1         Capital Raising
Limitations.  Notwithstanding anything to the contrary herein, if
the Company issues any Variable Equity Securities (as defined below) anytime
after the date hereof, the Company shall not be entitled to deliver a Put Notice
to the Investor and the Investor shall not be required to purchase any Put
Shares so long as any portion of such Variable Equity Securities (as
defined below) remain outstanding.  For purposes hereof,
the following shall be collectively referred to herein as, the “Equity
Securities”: (i) Common Stock or any other equity securities, (ii) any debt or
equity securities which are convertible into, exercisable or exchangeable for,
or carry the right to receive additional shares of Common Stock or other equity
securities, or (iii) any securities of the Company pursuant to an equity line
structure or format similar in nature to this Offering.  For purposes
hereof, the following shall be collectively referred to herein as, the “Variable
Equity Securities”: any debt or Equity Securities which are convertible into,
exercisable or exchangeable for, or carry the right to receive additional shares
of Common Stock either (i) at any conversion, exercise or exchange rate or other
price that is based upon and/or varies with the trading prices of or quotations
for Common Stock at any time after the initial issuance of such debt or equity
security, or (ii) with a fixed conversion, exercise or exchange price that is
subject to being reset at some future date at any time after the initial
issuance of such debt or equity security or upon the occurrence of specified
contingent events directly or indirectly related to the business of the Company
or the market for the Common Stock.

    


    
      
        
           


        

        
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    6.6.2         Investor’s Right of First
Refusal. For any private capital raising transactions of Equity
Securities which close after the date hereof and on or prior to the date that is
sixty (60) days after the Termination Date of this Agreement, the Company agrees
to deliver to Investor, at least five (5) Business Days prior to the closing of
such transaction, written notice describing the proposed transaction, including
the terms and conditions thereof, and providing the Investor and its affiliates
an option (the “Right of First Refusal”) during the ten (10) day period
following delivery of such notice to purchase the securities being offered in
such transaction on the same terms as contemplated by such
transaction.

    


    6.6.3         Exceptions to Rights of
First Refusal.  Notwithstanding the above, the Rights of First
Refusal shall not apply to any transaction involving issuances of securities by
the Company to a company being acquired by the Company, as payment to such
company for such acquisition, in connection with a merger, consolidation,
acquisition or sale 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 or exercise of options by employees, or directors, of the
Company, or a primary underwritten offering of the Company’s Common Stock, but
each shall apply to the issuance of securities or options to consultants of the
Company. The Rights of First Refusal also shall not apply to (a) the issuance of
securities upon exercise or conversion of the Company's options, warrants or
other convertible securities outstanding as of the date hereof, (b) the grant of
additional options or warrants, or the issuance of additional securities, under
any Company stock option or restricted stock plan for the benefit of the
Company's employees or  directors, or (c) the issuance of debt securities,
with no equity feature, incurred solely for working capital purposes. 


    


    6.7         Opinion of
Counsel.  Investor shall, concurrent with the Investment Commitment
Closing, receive an opinion letter from the Company’s legal counsel, in the form
of the Investment Commitment Opinion of Counsel attached as Exhibit B, or in such form as
agreed upon by the parties, and shall, concurrent with each Put Date, receive an
opinion letter from the Company’s legal counsel, in the form of the Put Opinion
of Counsel attached as Exhibit D or in such
form as agreed upon by the parties and acceptable to the attorneys.

    


    6.8         Listing. 
Subject to the remainder of this Section 6.8, the Company shall ensure that its
shares of Common Stock (including all Commitment Shares, Fee Shares and Put
Shares) are listed and available for trading on the Pink O.T.C. Markets. 
Thereafter, the Company shall (i) use its best efforts to continue the listing
and trading of its Common Stock on an Approved Primary Market; and (ii)
comply in all material respects with the Company’s reporting, filing and other
obligations under the By-Laws or rules of FINRA and such exchanges, as
applicable.

    


    
      
        
           


        

        
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    6.9         The Company’s Instructions to Transfer
Agent.  The Company will instruct the Transfer Agent of the Common
Stock (the “Transfer Agent”), by delivering irrevocable instructions, to issue
certificates, registered in the name of each Investor or its nominee, for the
Commitment Shares, for the Fee Shares and for the Put Shares in such amounts as
specified from time to time by the Company upon any exercise by the Company of a
Put.  Such certificates shall not bear a Legend unless issuance with a
Legend is permitted by the terms of this Agreement and Legend removal is not
permitted by Section 9.10(iv) hereof and the Company shall cause the Transfer
Agent to issue such certificates without a Legend.  Nothing in this Section
shall affect in any way Investor’s obligations and agreement set forth in
Sections 3.3.2 or 3.3.3 hereof to resell the Securities pursuant to an effective
registration statement and to deliver a prospectus in connection with such sale
or in compliance with an exemption from the registration requirements of
applicable securities laws.  If (a) an Investor provides the Company
with an opinion of counsel, which opinion of counsel shall be in form, substance
and scope reasonably acceptable to counsel for the Company, to the effect that
the Securities to be sold or transferred may be sold or transferred pursuant to
an exemption from registration or (b) an Investor transfers Securities, pursuant
to Rule 144, to a transferee which is an accredited investor, the Company shall
permit the transfer.  The Company
acknowledges that a breach by it of its obligations to deliver unlegended share
certificates when and as required hereunder will cause irreparable harm to an
Investor 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 Section 6.9 will be inadequate and agrees,
in the event of a breach or threatened breach by the Company of the provisions
of this Section 6.9, that an Investor shall be entitled, in addition to all
other available remedies, to an injunction restraining any breach and requiring
immediate issuance and transfer, without the necessity of showing economic loss
and without any bond or other security being required. 

    


    6.10       Initial Public Announcements
and Required
Filings.  The Company shall, at or before 8:30 a.m., New York
City time, on the first Trading Day after the Commitment Closing Date, issue a
press release (the “Press Release”) reasonably acceptable to the Investor
disclosing the execution of this Agreement and the Registration Rights Agreement
by the Company and the Investor and the issuance of the Commitment Shares and
the Fee Shares to the Investor, and briefly describing the transactions
contemplated thereby. Any Press Release or other public announcement relating to
this financing shall be submitted to the Investor for review at least two (2)
Business Days prior to the planned release.  The Company shall not disclose
the Investor’s name in any press release or other public announcement without
the Investor’s prior written approval.  The Company shall obtain the
Investor’s written approval of the Press Release prior to issuance by the
Company.  

    


    
      
        
           


        

        
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    At or
before 8:30 a.m., New York City time, on the fourth (4th)
Trading Day following the Commitment Closing Date, the Company shall file a
Current Report on Form 8-K describing all the material terms of the
transactions contemplated by the Transaction Documents in the form required by
the Exchange Act and attaching copies of each of this Agreement, the
Registration Rights Agreement and the Press Release as exhibits thereto
(including all exhibits thereto, the “Current Report”). The Company shall
provide the Investor
a reasonable opportunity to comment on a draft of such Current Report and has
given due consideration to such comments. From and after the Liquidity Date, the
Company shall have disclosed all material, nonpublic information delivered to
the Investor (or the Investor’s representatives or agents) by the Company or any
of its Subsidiaries, or any of their respective officers, directors, employees,
agents or representatives (if any) in connection with the transactions
contemplated by the Transaction Documents. The Investor covenants that until
such time as the transactions contemplated by this Agreement are publicly
disclosed by the Company as described in this Section 6.10, the Investor
will maintain the confidentiality of all disclosures made to it in connection
with the transactions contemplated by the Transaction Documents (including the
existence and terms of the transactions), except that the Investor may
disclose the terms of such transactions to its financial, accounting, legal and
other advisors. Not later than 15 calendar days following the Commitment Closing
Date, the Company shall file a Form D with respect to the Securities
in accordance with Regulation D and shall provide a copy thereof to the Investor
promptly after such filing. The Company shall prepare and file with the SEC the
Registration Statement (including the prospectus therein) covering only the
resale by the Investor of the Registrable Securities in accordance with the
Securities Act and the Registration Rights Agreement.

    


    6.11       Change in Law or
Policy.  In the event of a change in law, or policy of the SEC, as
evidenced by a No-Action letter or other written statements of the SEC or FINRA
which causes the Investor or the Company to be unable to perform its obligations
hereunder, this Agreement shall be automatically terminated, provided that
notwithstanding any termination under this Section 6.11, the Investor shall
retain full ownership of the Commitment Shares andthe Fee Shares as partial
consideration for its commitment hereunder.

    


    6.12       Notice of Certain
Litigation.  Promptly following the commencement thereof, the
Company shall provide the Investor written notice and a description in
reasonable detail of any litigation or proceeding to which the Company or any
subsidiary of the Company is a party; in which the amount involved is $500,000
or more and which is not covered by insurance or in which injunctive or similar
relief is sought.

    


    6.13       Broker/Dealer. 
The Investor shall use one or more broker-dealers to effectuate all sales, if
any, of Securities that it may purchase or otherwise acquire from the Company
pursuant to the Transaction Documents, as applicable, which (or whom) shall be
unaffiliated with the Investor and not then currently engaged or used by the
Company (collectively, the “Broker-Dealer”). The Investor shall be solely
responsible for all fees and commissions of the Broker-Dealer, which shall not
exceed customary brokerage fees and commissions.

    


    7.           Subscription and Wiring
Instructions; Irrevocability.

    


    
      
        	
              	
                (a)

              	
                Wire transfer of
      Subscription Funds.  Investor shall deliver Put Dollar Amounts
      (as payment towards any Put Share Price) by wire transfer, to the Company
      pursuant to a wire instruction letter to be provided by the Company, and
      signed by the Company.

              


      

    

    


    
      
        
           


        

        
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                (b)

              	
                Irrevocable
      Subscription.  Investor hereby
      acknowledges and agrees, subject to the provisions of any applicable laws
      providing for the refund of subscription amounts submitted by Investor,
      that this Agreement is irrevocable and that Investor is not entitled to
      cancel, terminate or revoke this Agreement or any other agreements
      executed by such Investor and delivered pursuant hereto, and that this
      Agreement and such other agreements shall survive the death or disability
      of such Investor and shall be binding upon and inure to the benefit of the
      parties and their heirs, executors, administrators, successors, legal
      representatives and assigns.  If the Securities subscribed for are to
      be owned by more than one person, the obligations of all such owners under
      this Agreement shall be joint and several, and the agreements,
      representations, warranties and acknowledgments herein contained shall be
      deemed to be made by and be binding upon each such person and his heirs,
      executors, administrators, successors, legal representatives and
      assigns.  

              


      

    

    


    8.           Indemnification.

    


    In consideration of the Investor’s
execution and delivery of the Investment Agreement, the Registration Rights
Agreement and acquiring the Securities thereunder and in addition to all of the
Company’s other obligations under the Transaction Documents, the Company shall
defend, protect, indemnify and hold harmless Investor and all of its
stockholders, officers, directors, employees and direct or indirect investors
and any of the foregoing person’s agents, members, partners or other
representatives (including, without limitation, those retained in connection
with the transactions contemplated by this Agreement) (collectively, the
“Indemnitees”) from and against any and all actions, causes of action, suits,
claims, losses, costs, penalties, fees, liabilities and damages, and expenses in
connection therewith (irrespective of whether any such Indemnitee is a party to
the action for which indemnification hereunder is sought), and including
reasonable attorney’s fees and disbursements (the “Indemnified Liabilities”),
incurred by any Indemnitee as a result of, or arising out of, or relating to (a)
any material misrepresentation or breach of any representation or warranty made
by the Company in the Transaction Documents or any other certificate, instrument
or documents contemplated hereby or thereby, (b) any material breach of any
covenant, agreement or obligation of the Company contained in the Transaction
Documents or any other certificate, instrument or document contemplated hereby
or thereby, or (c) any cause of action, suit or claim, derivative or otherwise,
by any stockholder of the Company based on a breach or alleged breach by the
Company or any of its officers or directors of their fiduciary or other
obligations to the stockholders of the Company.

    


    To the extent that the foregoing
undertaking by the Company may be unenforceable for any reason, the Company
shall make the maximum contribution to the payment and satisfaction of each of
the Indemnified Liabilities which it would be required to make if such foregoing
undertaking was enforceable which is permissible under applicable
law.

    


    Promptly after receipt by an
Indemnified Party of notice of the commencement of any action pursuant to which
indemnification may be sought, such Indemnified Party will, if a claim in
respect thereof is to be made against the other party (hereinafter “Indemnitor”)
under this Section 8, deliver to the Indemnitor a written notice of the
commencement thereof and the Indemnitor shall have the right to participate in
and to assume the defense thereof with counsel reasonably selected by the
Indemnitor.  The failure to deliver written notice to the Indemnitor within
a reasonable time of the commencement of any such action, if prejudicial to the
Indemnitor’s ability to defend such action, shall relieve the Indemnitor of any
liability to the Indemnified Party under this Section 8, but the omission to so
deliver written notice to the Indemnitor will not relieve it of any liability
that it may have to any Indemnified Party other than under this Section 8 to the
extent it is prejudicial.


    


    
      
        
           


        

        
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    9.   
       Miscellaneous.

    


    9.1        
Representations and
Warranties Survive the Closing; Severability.  Investor’s and the
Company’s representations and warranties shall survive the Investment Date and
any Put Tranche Closing contemplated by this Agreement notwithstanding any due
diligence investigation made by or on behalf of the party seeking to rely
thereon.  In the event that any provision of this Agreement becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, or is altered by a term required by the Securities Exchange
Commission to be included in the Registration Statement, this Agreement shall
continue in full force and effect without said provision; provided that if the
removal of such provision materially changes the economic benefit of this
Agreement to the Investor, this Agreement shall terminate.

    


    9.2        
Successors and
Assigns.  The Transaction Documents, including this Investment
Agreement, shall not be assignable by the Investor.  The Transaction
Documents, including this Investment Agreement, shall not be assignable by the
Company except in conjunction with a transaction permitted under the terms of
Section 6.2 above or with a written confirmation from the Investor.

    


    9.3         Execution in Counterparts
Permitted.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, all of which together shall constitute one (1)  and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other parties.  This Agreement, once
executed by a party, may be delivered to the other parties hereto by facsimile
transmission or an e-mailed “PDF” of a copy of this Agreement bearing the
signature of the party so delivering this Agreement.

    


    9.4        
Titles and Subtitles;
Gender.  The titles and subtitles used in this Agreement are used
for convenience only and are not to be considered in construing or interpreting
this Agreement.  The use in this Agreement of a masculine, feminine or
neuter pronoun shall be deemed to include a reference to the
others.

    


    9.5        
Written Notices,
Etc. Any
notice, demand or request required or permitted to be given by the Company or
Investor pursuant to the terms of this Agreement shall be in writing and shall
be deemed given when delivered personally, or by facsimile or upon receipt if by
overnight or two (2) day courier, addressed to the parties at the addresses and/or facsimile
telephone number of the parties set forth at the end of this Agreement or such
other address as a party may request by notifying the other in writing;
provided, however, that in order for any notice to be effective as to the
Investor such notice shall be delivered and sent, as specified herein, to all
the addresses and
facsimile telephone numbers of the Investor set forth at the end of this
Agreement or such other address and/or facsimile telephone number as Investor
may request in writing.

    


    
      
        
           


        

        
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    9.6        
Expenses.
Except as set forth in the Registration Rights Agreement, each of the Company
and Investor shall pay all costs and expenses that it respectively incurs, with
respect to the negotiation, execution, delivery and performance of this
Agreement.

    


    9.7         Entire Agreement; Written
Amendments Required.  This
Agreement, including the Exhibits attached hereto, the Common Stock
certificates, the Registration Rights Agreement, and the other documents
delivered pursuant hereto constitute the full and entire understanding and
agreement between the parties with regard to the subjects hereof and thereof,
and no party shall be liable or bound to any other party in any manner by any
warranties, representations or covenants, whether oral, written, or otherwise
except as specifically set forth herein or therein.  Except as expressly
provided herein, neither this Agreement nor any term hereof may be amended,
waived, discharged or terminated other than by a written instrument signed by
the party against whom enforcement of any such amendment, waiver, discharge or
termination is sought. The Disclosure Documents and all exhibits to this
Agreement are hereby incorporated by reference in, and made a part of, this
Agreement as if set forth in full herein.

    


    9.8         Headings.  The
article, section and subsection headings in this Agreement are for convenience
only and shall not constitute a part of this Agreement for any other purpose and
shall not be deemed to limit or affect any of the provisions hereof. Unless the
context clearly indicates otherwise, each pronoun herein shall be deemed to
include the masculine, feminine, neuter, singular and plural forms thereof. The
terms “including,” “includes,” “include” and words of like import shall be
construed broadly as if followed by the words “without limitation.”  The
terms “herein,” “hereunder,” “hereof” and words of like import refer to this
entire Agreement instead of just the provision in which they are found.
 

    


    9.9        
Reporting Entity for
the Common Stock.  The reporting entity relied upon for the
determination of the trading price or trading volume of the Common Stock on the
Principal Market on any given Trading Day for the purposes of this Agreement
shall be the Bloomberg L.P.  The written mutual consent of the Investor and
the Company shall be required to employ any other reporting entity.

    


    9.10       Fees and
Expenses.

    


    (i)  Commitment Shares.
Not later than three (3) Business Days after the date of the execution and
delivery of this Agreement, in consideration for the Investor’s execution and
delivery of this Agreement, the Company shall issue to the Investor two million
(2,000,000) shares of restricted Common Stock (the “Commitment Shares”) and an
additional number of shares of restricted Common Stock (the “Fee Shares”) having
a value equal to $30,000, based upon a deemed valuation per share equal to 97%
of the VWAP of the Company’s Common Stock for the 5 trading days
immediately preceding the issuance date of such shares.  The
certificate(s) representing the Commitment Shares and the Fee Shares shall
be delivered to the Investor by overnight courier at its address set forth in
Section 9.12 hereof. For the avoidance of doubt, all of the Commitment Shares
and Fee Shares shall be fully earned as of the Commitment Closing Date
regardless of whether any Puts are issued by the Company or settled hereunder.
Upon issuance, the Commitment Shares and the Fee Shares shall constitute
“restricted securities” as such term is defined in Rule 144(a)(3) under the
Securities Act and, subject to the provisions of subsection (iv) of this Section
9.10, the certificate(s) representing the Commitment Shares and the Fee Shares
shall bear the restrictive legend set forth below in subsection (iii) of this
Section 9.10. The Commitment Shares and the Fee Shares shall constitute
Registrable Securities and shall be included in the Registration Statement in
accordance with the terms of the Registration Rights Agreement.

    


    
      
        
           


        

        
          49

          
            

          

        

        
           


        

      

    

    


    (ii)  Legends. The
certificate representing the Commitment Shares and the certificated representing
the Fees shares, except as set forth below, shall each bear a restrictive legend
(“Legend”) in substantially the following form (and a stop-transfer order may be
placed against transfer of such stock certificate):

    


    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE
ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER
(IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY,
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE
TO BE SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING,
THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

    


    Notwithstanding
the foregoing and for the avoidance of doubt, all Shares to be issued in respect
of any Put Notice delivered to the Investor pursuant to this Agreement shall be
issued to the Investor in accordance with Section 2.3 by crediting the
Investor’s or its designees’ account at DTC through its Deposit/Withdrawal at
Custodian (DWAC) system, and all such Shares shall be freely tradable and
transferable and without restriction on resale (and no stop-transfer order shall
be placed against transfer thereof), and the Company shall not take any action
or give instructions to any transfer agent of the Company
otherwise.

    


    (iiii)
 Removal of
Legend.  If either (a) the Registration Statement is Effective, or
(b) such holder provides the Company with an opinion of counsel, in form,
substance and scope reasonably acceptable to counsel for the Company (the
reasonable cost of which shall be borne by the Investor), to the effect that a
public sale or transfer of such Security may be made without registration under
the Act, or (c) such holder provides the Company with reasonable assurances
(which assurances shall be adequate to the Company or the Company’s counsel)
that such Security can be sold pursuant to Rule 144 (each, a “Legend Removal
Condition”), then the Company shall, no later than two Trading Days following
the delivery by the Investor to the Company or the Company’s transfer agent
(with notice to the Company) of a legended certificate representing  the
Commitment Shares and a legended certificate representing  the Fee Shares
(each endorsed or with stock powers attached, signatures guaranteed, and
otherwise in form necessary to affect the reissuance and/or transfer, if
applicable), as directed by the Investor, either: (A) issue and deliver (or
cause to be issued and delivered) to the Investor a certificate(s) representing
such Commitment Shares and Fee Shares that is free from all restrictive and
other legends or (B) cause the Company’s transfer agent to credit the investor’s
or its designee’s account at DTC through its Deposit/Withdrawal at Custodian
(DWAC) system with a number of shares of Common Stock equal to the number of
Commitment Shares and Fee Shares represented by the certificate(s) so delivered
by the Investor (the date by which such certificate is required to be delivered
to the investor or such credit is so required to be made to the account of the
Investor or its designee at DTC pursuant to the foregoing is referred to herein
as the “Required
Delivery Date ”).

    


    
      
        
           


        

        
          50

          
            

          

        

        
           


        

      

    

    


    9.11       Specific Enforcement,
Governing Law, Consent to Jurisdiction, Waiver of Jury
Trial.

    


    (i) The
Company and the Investor acknowledge and agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that either party shall be entitled to an injunction or
injunctions to prevent or cure breaches of the provisions of this Agreement by
the other party 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), this being in addition to any other remedy to which
either party may be entitled by law or equity.

    


    (ii) Governing Law and
Jurisdiction.  All questions concerning the construction, validity,
enforcement and interpretation of this Agreement and the other Transaction
Documents shall be governed by and construed and enforced in accordance with the
internal laws of the State of Georgia without regard to the principles of
conflicts of law thereof.  Each party agrees that all legal proceedings
concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement and any other Transaction Documents (whether
brought against a party hereto or its respective affiliates, directors,
officers, shareholders, employees or agents) shall be commenced exclusively in
the state and federal courts sitting in the City of Atlanta, Georgia.  Each
party hereby irrevocably submits to the exclusive jurisdiction of the state and
federal courts sitting in the City of Atlanta, Georgia for the adjudication of
any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein (including with respect to the
enforcement of any of the Transaction Documents), and hereby irrevocably waives,
and agrees not to assert in any suit, action or proceeding, any claim that it is
not personally subject to the jurisdiction of any such court, that such suit,
action or proceeding is improper or is an inconvenient venue for such
proceeding.  If either party shall commence an action or proceeding to
enforce any provisions of the Transaction Documents, then the prevailing party
in such action or proceeding shall be reimbursed by the other party for its
reasonable attorneys’ fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such action or proceeding. 
THE PARTIES HEREBY WAIVE ALL
RIGHTS TO, AND AGREES NOT TO REQUEST, A TRIAL BY JURY FOR ADJUDICATION OF ANY
DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY OR BY ANY OF THE TRANSACTION DOCUMENTS. 


    


    
      
        
           


        

        
          51

          
            

          

        

        
           


        

      

    

    


    9.12      
Notices.  Any
notice, demand, request, waiver or other communication required or permitted to
be given hereunder shall be in writing and shall be effective (a) upon hand
delivery or facsimile (with facsimile machine confirmation of delivery received)
at the address or number designated below (if delivered on a Business Day during
normal business hours where such notice is to be received), or the first
Business Day following such delivery (if delivered other than on a Business Day
during normal business hours where such notice is to be received) or (b) on the
second Business Day following the date of mailing by express courier service,
fully prepaid, addressed to such address, or upon actual receipt of such
mailing, whichever shall first occur. The address for such communications shall
be:

    


    
      
        
           


        

        
          52

          
            

          

        

        
           


        

      

    

    


    If to the
Company:

     

    Attn: 
Donald L. Gillispie, CEO & President

    Alternate
Energy Holdings, Inc.

    911 East
Winding Creek Drive

    Suite
150

    Eagle,
ID  83616

    Phone: 
208-939-9311

    Fax: 
208-939-9260

     


    With a
copy (which shall not constitute notice) to:

     

    Attn:
Sunny J. Barkats, Esq.

    JSBarkats,
PLLC

    18 East
41st Street, 19th Fl.

    New York,
NY  10017

    Telephone
Number:  646-502-7001

    Fax: 
646-607-5544

    www.JSBarkats.com

     

    If to the
Investor:

     

    Attn:
Eric S. Swartz

    1120
Sanctuary Parkway, Suite 325

    Alpharetta,
GA 30009

    Telephone
Number: (770) 640-8130 
   

    Fax: 
(770) 777-5844

     

    With a
copy (which shall not constitute notice) to:

     

    Attn: P.
Bradford Hathorn, Esq.

    1120
Sanctuary Parkway, Suite 325

    Alpharetta,
GA 30009

    Telephone
Number: (770) 640-8130 
   

    Fax: 
(770) 777-5844

    Email:
BradHathorn@RoswellCapitalPartners.com

    


    Either
party hereto may from time to time change its address for notices by giving at
least 10 days advance written notice of such changed address to the other party
hereto.

    


    9.13      
Construction. The
parties agree that each of them and their respective counsel has reviewed and
had an opportunity to revise the Transaction Documents and, therefore, the
normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation
of the Transaction Documents. In addition, each and every reference to share
prices and shares of Common Stock in any Transaction Document shall be subject
to adjustment for any stock splits, stock combinations, stock dividends,
recapitalizations and other similar transactions that occur on or after the date
of this Agreement

    


    
      
        
           


        

        
          53

          
            

          

        

        
           


        

      

    

    


    9.14      
Accredited
Investor.  Investor is an “accredited investor” as that term is
defined in Rule 501(a) of Regulation D.

    


    The undersigned hereby subscribes for
the Maximum Offering Amount and acknowledges that this Agreement and the
subscription represented hereby shall not be effective unless accepted by the
Company as indicated below.

    


    IN WITNESS WHEREOF, the undersigned
Investor does represent and certify under penalty of perjury that the foregoing
statements are true and correct and that Investor by the following signature(s)
executed this Agreement.

    


    Dated
this 22nd day of
November,
2010.

    


    
      
        	
                CENTURION
      PRIVATE EQUITY, LLC

              
	 
      	 
      	 
      
	
                By: 

              	
                /s/ Eric S. Swartz

              	 
      
	 
      	
                 Eric
      S. Swartz, Manager

              	 
      


      

    

    


    
      
        
          	
                  SECURITY DELIVERY
    INSTRUCTIONS:

                	 
      
	
                  Centurion
      Private Equity, LLC

                	 
      
	
                  c/o
      Eric S. Swartz

                	 
      
	
                  1120
      Sanctuary Parkway, Suite 325

                	 
      
	
                  Alpharetta,
      GA  30009

                	 
      
	
                  Telephone:
      (770) 640-8130

                	 
      
	
                  Fax:
      770-777-5844

                	 
      


        

      

    

    


    [Company’s
Signature Page Follows]


    


    
      
        
           


        

        
          54

          
            

          

        

        
           


        

      

    

    


    THIS
AGREEMENT IS ACCEPTED BY THE COMPANY IN THE AMOUNT OF THE MAXIMUM OFFERING
AMOUNT ON THE 22ND
DAY OF NOVEMBER,
2010.

    


    
      
        	 
      	
                Alternate
      Energy Holdings, Inc.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Donald L. Gillispie

              
	 
      	 
      	
                Donald
      L. Gillispie, President &
CEO

              


      

    

    


    
      
        
          	 
      	
                  Address:

                	 
      
	 
      	 
      	
                  Attn: 
      Donald L. Gillispie, CEO & President

                
	 
      	 
      	
                  Alternate
      Energy Holdings, Inc.

                
	 
      	 
      	
                  911
      East Winding Creek Drive

                
	 
      	 
      	
                  Suite
      150

                
	 
      	 
      	
                  Eagle,
      ID  83616

                
	 
      	 
      	
                  Phone: 
      208-939-9311

                
	 
      	 
      	
                  Fax: 
      208-939-9260

                


        

      

    

     

    
      
        
           


        

        
          55

          
            

          

        

        
           


        

      

    

    


    Exhibit
List to the

    INVESTMENT
AGREEMENT

    


    
      
        	
                Exhibit

              	 
      	
                A

              	 
      	
                Advance
      Put Notice

              
	
                Exhibit

              	 
      	
                B

              	 
      	
                Investment
      Commitment Opinion of Counsel

              
	
                Exhibit

              	 
      	
                C

              	 
      	
                Put
      Notice

              
	
                Exhibit

              	 
      	
                D

              	 
      	
                Put
      Opinion of Counsel

              
	
                Exhibit

              	 
      	
                D-1

              	 
      	
                Put
      Opinion of Counsel for First Put

              
	
                Exhibit

              	 
      	
                E

              	 
      	
                Registration
      Opinion of Counsel

              
	
                Exhibit

              	 
      	
                F

              	 
      	
                Registration
      Rights Agreement

              
	
                Exhibit

              	 
      	
                G

              	 
      	
                Schedule
      of Exceptions

              
	
                Exhibit

              	 
      	
                H

              	 
      	
                Secretary’s
      Certificate

              
	
                Exhibit

              	 
      	
                I

              	 
      	
                Officer’s
      Certificate

              
	
                Exhibit

              	
                 
      

              	
                J

              	
                 
      

              	
                Resolutions

              


      

    

    


    
      
        
           


        

        
          56

          
            

          

        

        
           


        

      

    

    


    ADVANCE
PUT NOTICE

    


    Alternate
Energy Holdings, Inc. (the "Company") hereby intends, subject to the Individual
Put Limit (as defined in the Investment Agreement), to elect to exercise a Put
to sell the number of shares of Common Stock of the Company specified below, to
Centurion Private Equity, LLC, as of the Intended Put Date written below, all
pursuant to that certain Investment Agreement (the “Investment Agreement”) by
and between the Company and Centurion Private Equity, LLC dated on or
about November
22,
2010.

    


    
      	
               
      

            	
              Date
      of Advance Put
Notice:__________________

            


    

    


    


    
      	
               
      

            	
              Intended
      Put
Date:___________________________

            


    

    


    


    
      	
               
      

            	
              Intended
      Put Share Amount:__________________

            


    

    


    
      	
               
      

            	
              Company
      Designation Maximum Put Dollar Amount
  (Optional):

            


    

    
      	
               
      

            	
              ________________________________________.

            


    

    


    
      	
               
      

            	
              Company
      Designation Minimum Put Share Price
(Optional):

            


    

    
      	
               
      

            	
              ________________________________________.

            


    

    


    
      
        
          
            
              	 
      	
                      Alternate
      Energy Holdings, Inc.

                    
	 
      	 
      	 
      
	 
      	
                      By: 

                    	 
      
	 
      	 
      	
                      Donald
      L. Gillispie, President &
CEO

                    


            

          

        

      

    

    


    
      
        
          
            
              
                	 
      	
                        Address:

                      
	 
      	 
      	
                        Attn:
      Donald L. Gillispie, President & CEO

                      
	 
      	 
      	
                        Alternate
      Energy Holdings, Inc.

                      
	 
      	 
      	
                        911
      East Winding Creek Drive

                      
	 
      	 
      	
                        Suite
      150

                      
	 
      	 
      	
                        Eagle,
      ID  83616

                      
	 
      	 
      	
                        Telephone:
      208-939-9311

                      
	 
      	 
      	
                        Facsimile: 
      208-939-9260

                      


              

            

          

        

      

    

     

    EXHIBIT
A

    


    
      
        
           


        

        
          57

          
            

          

        

        
           


        

      

    

    


    PUT
NOTICE

    


    ALTERNATE
ENERGY HOLDINGS, INC., (the "Company") hereby elects to exercise a Put to sell
shares of common stock ("Common Stock") of the Company to Centurion Private
Equity, LLC (the “Investor”), as of the Put Date, at the Put Share Price and for
the number of Put Shares written below, all pursuant to that certain Investment
Agreement (the “Investment Agreement”) by and between the Company and Centurion
Private Equity, LLC dated on or about November 22, 2010.

    


    
      	
               
      

            	
              Put
      Date:_________________

            


    

    


    Intended
Put Share Amount (from Advance Put Notice): _________________ Common
Shares

    


    


    
      	
               
      

            	
              Company
      Designation Maximum Put Dollar Amount
  (Optional):

            


    

    
      	
               
      

            	
              ________________________________________.

            


    

    


    
      	
               
      

            	
              Company
      Designation Minimum Put Share Price
(Optional):

            


    

    
      	
               
      

            	
              ________________________________________.

            


    

    


    Note: 
Capitalized terms shall have the meanings ascribed to them in this Investment
Agreement.

    


    
      
        
          
            	 
      	
                    ALTERNATE
      ENERGY HOLDINGS, INC.

                  
	 
      	 
      	 
      
	 
      	
                    By: 

                  	 
      
	 
      	 
      	
                    Donald
      L. Gillispie, President &
CEO

                  


          

        

      

    

    


    
      
        
          	 
      	
                  Address:

                
	 
      	 
      	
                  Attn:
      Donald L. Gillispie, President & CEO

                
	 
      	 
      	
                  Alternate
      Energy Holdings, Inc.

                
	 
      	 
      	
                  911
      East Winding Creek Drive

                
	 
      	 
      	
                  Suite
      150

                
	 
      	 
      	
                  Eagle,
      ID  83616

                
	 
      	 
      	
                  Telephone:
      208-939-931

                


        

      

    

     

    EXHIBIT C


    


    
      
        
           


        

        
          58

          
            

          

        

        
           


        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
G

    


    Schedule
of Exceptions

    


    [NONE]

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT
H

      


      FORM
OF SECRETARY’S CERTIFICATE

      


      This
Secretary’s Certificate (“ Certificate ”) is being
delivered pursuant to Section 2.2.2(a) and 2.3.6(b) of that certain Investment
Agreement dated as of November 16, 2010 (the “Investment Agreement ”), by
and between ALTERNATE ENERGY
HOLDINGS, INC. , a Nevada corporation (the “Company”) and CENTURION PRIVATE EQUITY, LLC
(the “ Buyer ”),
pursuant to which the Company may sell to the Buyer up to One Hundred and
Fifty  Million Dollars ($150,000,000) of the Company’s Common Stock,
par value $.001 per share (the “ Common Stock
”).  Terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Investment Agreement.

      


      The
undersigned, Jennifer Ransom, Secretary of the Company, hereby certifies as
follows:

      


      1.           I
am the Secretary of the Company and make the statements contained in this
Certificate.

      


      2.           Attached
hereto as Exhibit A
and Exhibit B
are true, correct and complete copies of the Company’s bylaws (“Bylaws”) and Certificate of
Incorporation (“Articles”), in each case, as
amended through the date hereof, and no action has been taken by the Company,
its directors, officers or shareholders, in contemplation of the filing of any
further amendment relating to or affecting the Bylaws or Articles.

      


      3.           Attached
hereto as Exhibit C
are true, correct and complete copies of the written consent (the “Resolutions”) duly adopted by
the Board of Directors of the Company on November 16, 2010.  Such
written consent has not been amended, modified or rescinded and remains in full
force and effect and such written consent is the only written consent adopted by
the Company’s Board of Directors, or any committee thereof, or the shareholders
of the Company relating to or affecting (i) the entering into and performance of
the Investment Agreement, or the issuance, offering and sale of the Purchase
Shares and the Commitment Shares and (ii) and the performance of the Company of
its obligation under the Transaction Documents as contemplated
therein.

      


      4.           As
of the date hereof, the authorized, issued and reserved capital stock of the
Company is as set forth on Exhibit D
hereto.

      


      [ signature page follows
]



      
        
           


        

        
          1

          
            

          

        

        
           


        

      

      


      IN WITNESS
WHEREOF, I have hereunder signed my name on this 22nd day of November
2010.

      


      
        	 
      	
                /s/ Jennifer Ransom

              	 
      
	 
      	
                Name:

              	
                Jennifer Ransom

              	 
      
	 
      	
                Title:
      Secretary

              


      

      


      The
undersigned as Chief Executive Officer of the Company hereby certifies that
Jennifer Ransom is the duly elected, appointed, qualified and acting Secretary
of the Company, and that the signature appearing above is her genuine
signature.

      


      
        	
                /s/ Donald L. Gillispie

              	 
      	 
      
	
                Donald
      L. Gillispie, Chief Executive Officer and President

              	 
      


      

       

      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

     

    
      
        EXHIBIT
I

        


        ALTERNATE
ENERGY HOLDINGS, INC.

        A Nevada
Corporation

        


        Officer’s
Certificate

        


        I.  Donald
L. Gillispie, President of Alternate Energy Holdings, Inc., a Nevada corporation
(the “Company”), in accordance with Section 2.2.2 of the Investment Agreement
dated November 16, 2010 (“Investment Agreement”), by and between the Company and
Centurion Private Equity, LLC,

         

        DO HEREBY
CERTIFY:

         

        
          
            	
                  	
                    1.

                  	
                    Each
      of the representations and warranties made by the Company in the
      Investment Agreement, as modified by the Schedules attached to the
      Investment Agreement, is true and correct in all material respects as of
      the date hereof.

                  


          

        

        


        
          
            	
                  	
                    2.

                  	
                    Each
      of the conditions required to be satisfied by the Company pursuant to
      Section 2.2.2 of the Investment Agreement have been satisfied as the date
      hereof.

                  


          

        

        


        IN
WITNESS WHEREOF, I have hereunto set my hand as of the 22nd day of November,
2010.

        


        
          	 
      	
                  Alternate
      Energy Holdings, Inc.

                
	 
      	 
      
	 
      	
                  By:

                	
                  /s/Donald L. Gillispie

                	 
      
	 
      	
                  Donald
      L. Gillispie, President

                


        

         

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

    

     

    
      EXHIBIT
J

      


      FORM
OF COMPANY RESOLUTIONS

      FOR
SIGNING INVESTMENT AGREEMENT

      


      UNANIMOUS
WRITTEN CONSENT OF THE

      BOARD
OF DIRECTORS OF

      ALTERNATE
ENERGY HOLDINGS, INC.

      


      The
undersigned, being all of the directors of Alternate Energy Holdings, Inc., a
Nevada corporation (the “Corporation”), pursuant to
Section 6, Article II of the Corporation’s bylaws, do hereby consent to and
adopt the following resolutions as the action of the Board of Directors for and
on behalf of the Corporation and hereby direct that this Consent be filed with
the minutes of the proceedings of the Board of Directors:

      


      WHEREAS,
there has been presented to the Board of Directors of the Corporation a draft of
the Investment Agreement (the “Investment Agreement”) by and
between the Corporation and Centurion Private Equity, LLC (“Centurion”), providing for,
among other things, the purchase by Centurion of up to One Hundred and Fifty
Million Dollars ($150,000,000) of the Corporation’s common stock, par value
$.001 (the “Common
Stock”); and

      


      WHEREAS,
after careful consideration of the Investment Agreement, the documents incident
thereto and other factors deemed relevant by the Board of Directors, the Board
of Directors has determined that it is advisable and in the best interests of
the Corporation to engage in the transactions contemplated by the Investment
Agreement, including, but not limited to, the issuance of 2,000,000 shares of
Common Stock to Centurion as a commitment fee (the “Commitment Shares”), the
issuance of 42,500 shares of
Common Stock to Centurion as a fee shares (the “Fee Shares”) and the sale of
shares of Common Stock to Centurion up to the available amount under the
Investment Agreement (the "Put
Shares").

      


      Transaction
Documents

       

      NOW,
THEREFORE, BE IT RESOLVED, that the transactions described in the Investment
Agreement are hereby approved and each of the Chief Executive Officer, the
President and the Chief Financial Officer of the Company (the “Authorized Officers”) are
severally authorized to execute and deliver the Investment Agreement, and any
other agreements or documents contemplated thereby including, without
limitation, a registration rights agreement (the “Registration Rights
Agreement”) providing for the registration of the shares of the Common
Stock issuable in respect of the Investment Agreement on behalf of the
Corporation, with such amendments, changes, additions and deletions as the
Authorized Officers may deem to be appropriate and approve on behalf of, the
Corporation, such approval to be conclusively evidenced by the signature of an
Authorized Officer thereon; and

       

      FURTHER
RESOLVED, that the terms and provisions of the Registration Rights Agreement by
and between the Corporation and Centurion are hereby approved and the Authorized
Officers are authorized to execute and deliver the Registration Rights Agreement
(pursuant to the terms of the Investment Agreement), with such amendments,
changes, additions and deletions as the Authorized Officer may deem appropriate
and approve on behalf of, the Corporation, such approval to be conclusively
evidenced by the signature of an Authorized Officer thereon; and

       

      FURTHER
RESOLVED, that the terms and provisions of the Form of Transfer Agent
Instructions (the “Instructions”) are hereby
approved and the Authorized Officers are authorized to execute and deliver the
Instructions (pursuant to the terms of the Investment Agreement), with such
amendments, changes, additions and deletions as the Authorized Officers may deem
appropriate and approve on behalf of, the Corporation, such approval to be
conclusively evidenced by the signature of an Authorized Officer thereon;
and


      
        
           


        

        
          1

          
            

          

        

        
           


        

      

      


      Issuance of Common
Stock

       

      FURTHER
RESOLVED, that the Corporation is hereby authorized to issue 2,000,000 shares of
Common Stock to Centurion as  Commitment Shares and
42,500 shares
of Common Stock to Centurion as  Fee Shares and that upon
issuance of the Commitment Shares and the Fee Shares pursuant to the Investment
Agreement, the Commitment Shares and the Fee Shares shall be duly authorized,
validly issued, fully paid and nonassessable with no personal liability
attaching to the ownership thereof; and

       

      FURTHER
RESOLVED, that the Corporation is hereby authorized to issue shares of Common
Stock upon the purchase of Put Shares up to the available amount under the
Investment Agreement in accordance with the terms of the Investment Agreement
and that, upon issuance of the Put Shares pursuant to the Investment Agreement,
the Put Shares will be duly authorized, validly issued, fully paid and
nonassessable; and

       

      FURTHER
RESOLVED, that the Corporation shall initially reserve 170,000,000 shares of
Common Stock for issuance as Put Shares under the Investment
Agreement.

       

      General
Authority

       

      FURTHER
RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and
each of them hereby is, authorized and directed to proceed on behalf of the
Corporation and to take all such steps as deemed necessary or appropriate, with
the advice and assistance of counsel, to cause the Corporation to consummate the
agreements referred to herein and to perform its obligations under such
agreements; and

       

      FURTHER
RESOLVED, that the Authorized Officers be, and each of them hereby is,
authorized, empowered and directed on behalf of and in the name of the
Corporation, to take or cause to be taken all such further actions and to
execute and deliver or cause to be executed and delivered all such further
agreements, amendments, documents, certificates, reports, schedules,
applications, notices, letters and undertakings and to incur and pay all such
fees and expenses as in their judgment shall be necessary, proper or desirable
to carry into effect the purpose and intent of any and all of the foregoing
resolutions, and that all actions heretofore taken by any officer or director of
the Corporation in connection with the transactions contemplated by the
agreements described herein are hereby approved, ratified and confirmed in all
respects.

      


      [ signature page follows
]



      
        
           


        

        
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      IN
WITNESS WHEREOF, the Board of Directors has executed and delivered this Consent
effective as of November 16, 2010.

      


      
        	
                /s/ Greg E. Kane

              	 
      	 
      
	
                Name:

              	
                Greg E. Kane

              	 
      	 
      
	 
      	 
      
	
                /s/ John Franz

              	 
      	 
      
	
                Name:

              	
                John Franz

              	 
      	 
      
	 
      	 
      
	
                /s/ Kenneth Strahm

              	 
      	 
      
	
                Name:

              	
                Kenneth Strahm

              	 
      	 
      
	 
      	 
      
	
                /s/ Leon Eliason

              	 
      	 
      
	
                Name:

              	
                Leon Eliason

              	 
      	 
      
	 
      	 
      
	
                /s/ Ralph Beedle

              	 
      	 
      
	
                Name:

              	
                Ralph Beedle

              	 
      	 
      
	 
      	 
      
	
                /s/ Michael Sellman

              	 
      	 
      
	
                Name:

              	
                Michael Sellman

              	 
      	 
      
	 
      	 
      
	
                /s/ Don Gillispie

              	 
      	 
      
	
                Name:

              	
                Don Gillispie

              	 
      	 
      


      

      


      Being
all of the directors of the Corporation



      
        
           


        

        
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