Exhibit 10.1

  SECURITIES PURCHASE AGREEMENT
 This  SECURITIES  PURCHASE  AGREEMENT  (the  “Agreement”),  dated  as  of  July
 23,   2014,   by   and   between   TWENTY   FOUR/SEVEN   VENTURES,   INC.,   a   Colorado
 corporation,   with   headquarters   located   at   132   W.   11th   Avenue,   Denver,   CO   80204   (the
 “Company”),  and  KBM  WORLDWIDE,  INC.,  a  New  York  corporation,  with  its  address  at  80
 Cuttermill Road, Suite 410, Great Neck, NY 11021 (the “Buyer”).
 WHEREAS:
 
 A.
 The  Company  and  the  Buyer  are  executing  and  delivering  this  Agreement  in
 reliance  upon  the  exemption  from  securities  registration  afforded  by  the  rules  and  regulations  as
 promulgated  by  the  United  States  Securities  and  Exchange  Commission  (the  “SEC”)  under  the
 Securities Act of 1933, as amended (the “1933 Act”);
 
 B.
 Buyer  desires  to  purchase  and  the  Company  desires  to  issue  and  sell,  upon  the
 terms  and  conditions  set  forth  in  this  Agreement  an  8%  convertible  note  of  the  Company,  in  the
 form  attached  hereto  as  Exhibit  A,  in  the  aggregate  principal  amount  of  $42,500.00  (together
 with any note(s) issued in replacement thereof or  as a dividend thereon or  otherwise with respect
 thereto  in  accordance  with  the  terms  thereof,  the  “Note”),  convertible  into  shares  of  common
 stock,  $0.001  par  value  per  share,  of  the  Company  (the  “Common  Stock”),  upon  the  terms  and
 subject to the limitations and conditions set forth in such Note.
 
 C.
 The  Buyer  wishes  to  purchase,  upon  the  terms  and  conditions  stated  in  this
 Agreement,  such  principal  amount  of  Note  as  is  set  forth  immediately  below  its  name  on  the
 signature pages hereto; and
 NOW  THEREFORE,  the  Company  and  the  Buyer  severally  (and  not  jointly)  hereby
 agree as follows:
 
 1.
 Purchase and Sale of Note.
 
 a.
 Purchase  of  Note.    On  the  Closing  Date  (as  defined  below),  the
 Company  shall  issue  and  sell  to  the  Buyer  and  the  Buyer  agrees  to  purchase  from  the  Company
 such  principal  amount  of  Note  as  is  set  forth  immediately  below  the  Buyer’s  name  on  the
 signature pages hereto.
 


  

 b.
 Form  of  Payment.   On  the  Closing  Date  (as  defined  below),  (i)  the
 Buyer  shall  pay  the  purchase  price  for  the  Note  to  be  issued  and  sold  to  it  at  the  Closing  (as
 defined  below)  (the  “Purchase  Price”)  by  wire  transfer  of  immediately  available  funds  to  the
 Company,  in  accordance  with  the  Company’s  written  wiring  instructions,  against  delivery of  the
 Note  in  the  principal  amount  equal  to  the  Purchase  Price  as  is  set  forth  immediately  below  the
 Buyer’s  name  on  the  signature  pages  hereto,  and  (ii) the  Company  shall  deliver  such  duly
 executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price.
 
 c.
 Closing Date.   Subject  to  the  satisfaction  (or  written  waiver)  of  the
 conditions  thereto  set  forth  in  Section  6  and  Section  7  below,  the  date  and  time  of  the  issuance
 and  sale  of  the  Note  pursuant  to  this  Agreement  (the  “Closing  Date”)  shall  be  12:00  noon,
 Eastern Standard Time on or about July 28, 2014,  or such other mutually agreed upon time.   The
 closing  of  the  transactions  contemplated  by  this  Agreement  (the  “Closing”)  shall  occur  on  the
 Closing Date at such location as may be agreed to by the parties.
 
 2.
 Buyer’s   Representations   and   Warranties.     The   Buyer   represents   and
 warrants to the Company that:
 
 a.
 Investment   Purpose.      As   of   the   date   hereof,   the   Buyer   is
 purchasing  the  Note  and  the  shares  of  Common  Stock  issuable  upon  conversion  of  or  otherwise
 pursuant  to  the  Note  (including,  without  limitation,  such  additional  shares  of  Common  Stock,  if
 any,  as  are  issuable  (i) on  account  of  interest  on  the  Note,  (ii) as  a  result  of  the  events  described
 in  Sections  1.3  and  1.4(g)  of  the  Note  or  (iii) in  payment  of  the  Standard  Liquidated  Damages
 Amount  (as  defined  in  Section  2(f)  below)  pursuant  to  this  Agreement,  such  shares  of  Common
 Stock  being  collectively  referred  to  herein  as  the  “Conversion  Shares”  and,  collectively with  the
 Note, the “Securities”) for its own account and not with a present view towards the public sale or
 distribution  thereof,  except  pursuant  to  sales  registered  or  exempted  from  registration  under  the
 1933  Act;  provided,  however,  that  by  making  the  representations  herein,  the  Buyer  does  not
 agree  to  hold  any of  the  Securities  for  any minimum  or  other  specific  term  and  reserves  the  right
 to dispose of the Securities at any time in  accordance with or pursuant to a  registration statement
 or an exemption under the 1933 Act.
 
 b.
 Accredited  Investor  Status.   The  Buyer  is  an  “accredited  investor”
 as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).
 
 c.
 Reliance   on   Exemptions.      The   Buyer   understands   that   the
 Securities   are   being  offered   and   sold   to   it   in   reliance   upon   specific   exemptions   from   the
 registration requirements  of United  States federal  and state  securities laws  and that the  Company
 is  relying  upon  the  truth  and  accuracy  of,  and  the  Buyer’s  compliance  with,  the  representations,
 warranties,  agreements,  acknowledgments  and  understandings  of  the  Buyer  set  forth  herein  in
 order  to  determine  the  availability of  such  exemptions  and  the  eligibility of  the  Buyer  to  acquire
 the Securities.
 2
 


  

 d.
 Information.  The Buyer and its advisors, if any, have been, and for
 so  long  as  the  Note  remain  outstanding  will  continue  to  be,  furnished  with  all  materials  relating
 to  the  business,  finances  and  operations  of  the  Company  and  materials  relating  to  the  offer  and
 sale  of  the  Securities  which  have  been  requested  by the  Buyer  or  its  advisors.   The  Buyer  and  its
 advisors,  if  any,  have  been,  and  for  so  long  as  the  Note  remain  outstanding  will  continue  to  be,
 afforded  the  opportunity  to  ask  questions  of  the  Company.   Notwithstanding  the  foregoing,  the
 Company  has  not  disclosed  to  the  Buyer  any  material  nonpublic  information  and  will  not
 disclose  such  information  unless  such  information  is  disclosed  to  the  public  prior  to  or  promptly
 following  such  disclosure  to  the  Buyer.    Neither  such  inquiries  nor  any  other  due  diligence
 investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or
 affect  Buyer’s  right  to  rely  on  the  Company’s  representations  and  warranties  contained  in
 Section   3   below.     The   Buyer   understands   that   its   investment   in   the  Securities   involves   a
 significant degree of risk. The Buyer  is not aware of any facts that may constitute a breach of any
 of the Company's representations and warranties made herein.
 
 e.
 Governmental  Review.    The  Buyer  understands  that  no  United
 States  federal  or  state  agency or  any other  government  or  governmental  agency has  passed  upon
 or made any recommendation or endorsement of the Securities.
 
 f.
 Transfer  or  Re-sale.   The  Buyer  understands  that  (i)  the  sale  or  re-
 sale  of  the  Securities  has  not  been  and  is  not  being  registered  under  the  1933  Act  or  any
 applicable state securities laws, and the Securities may not be transferred unless (a) the Securities
 are  sold  pursuant  to  an  effective  registration  statement  under  the  1933  Act,  (b) the  Buyer  shall
 have  delivered  to  the  Company,  at  the  cost  of  the  Buyer,  an  opinion  of  counsel  that  shall  be  in
 form,  substance  and  scope  customary  for  opinions  of  counsel  in  comparable  transactions  to  the
 effect  that  the  Securities  to  be  sold  or  transferred  may  be  sold  or  transferred  pursuant  to  an
 exemption  from  such  registration,  which  opinion  shall  be  accepted  by  the  Company,  (c) the
 Securities  are  sold  or  transferred  to  an  “affiliate”  (as  defined  in  Rule  144  promulgated  under  the
 1933  Act  (or  a  successor  rule)  (“Rule  144”))  of  the  Buyer  who  agrees  to  sell  or  otherwise
 transfer  the  Securities  only  in  accordance  with  this  Section  2(f)  and  who  is  an  Accredited
 Investor,  (d) the  Securities  are  sold  pursuant  to  Rule  144,  or  (e) the  Securities  are  sold  pursuant
 to  Regulation  S  under  the  1933  Act  (or  a  successor  rule)  (“Regulation  S”),  and  the  Buyer  shall
 have  delivered  to  the  Company,  at  the  cost  of  the  Buyer,  an  opinion  of  counsel  that  shall  be  in
 form,  substance  and  scope  customary  for  opinions  of  counsel  in  corporate  transactions,  which
 opinion  shall  be  accepted  by  the  Company;  (ii)  any  sale  of  such  Securities  made  in  reliance  on
 Rule 144 may be made only in accordance with the terms of said Rule and  further, if said Rule is
 not  applicable,  any  re-sale  of  such  Securities  under  circumstances  in  which  the  seller  (or  the
 person  through  whom  the  sale  is  made)  may  be  deemed  to  be  an  underwriter  (as  that  term  is
 defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act
 or  the  rules  and  regulations  of  the  SEC  thereunder;  and  (iii)  neither  the  Company  nor  any  other
 person  is  under  any  obligation  to  register  such  Securities  under  the  1933  Act  or  any  state
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 securities  laws  or  to  comply with  the  terms  and  conditions  of  any exemption  thereunder  (in  each
 case).    Notwithstanding  the  foregoing  or  anything  else  contained  herein  to  the  contrary,  the
 Securities  may  be  pledged  as  collateral  in  connection  with  a  bona  fide  margin  account  or  other
 lending arrangement.
 
 g.
 Legends.  The Buyer understands that the Note and, until such time
 as  the  Conversion  Shares  have  been  registered  under  the  1933  Act  may be  sold  pursuant  to  Rule
 144  or  Regulation  S  without  any  restriction  as  to  the  number  of  securities  as  of  a  particular  date
 that  can  then  be  immediately  sold,  the  Conversion  Shares  may  bear  a  restrictive  legend  in
 substantially  the  following  form  (and  a  stop-transfer  order  may  be  placed  against  transfer  of  the
 certificates for such Securities):
 “NEITHER  THE  ISSUANCE  AND  SALE  OF  THE  SECURITIES
 REPRESENTED      BY      THIS      CERTIFICATE      NOR      THE
 SECURITIES     INTO     WHICH     THESE     SECURITIES     ARE
 EXERCISABLE    HAVE    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  (WHICH  COUNSEL  SHALL  BE  SELECTED  BY
 THE   HOLDER),   IN   A   GENERALLY   ACCEPTABLE   FORM,
 THAT  REGISTRATION  IS  NOT  REQUIRED  UNDER  SAID  ACT
 OR  (II)  UNLESS  SOLD  PURSUANT  TO  RULE  144  OR  RULE
 
 144A     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.”
 The  legend  set  forth  above  shall  be  removed  and  the  Company  shall  issue  a  certificate
 without  such  legend  to  the  holder  of  any  Security  upon  which  it  is  stamped,  if,  unless  otherwise
 required  by  applicable  state  securities  laws,  (a)  such  Security  is  registered  for  sale  under  an
 effective  registration  statement  filed  under  the  1933  Act  or  otherwise  may  be  sold  pursuant  to
 Rule  144  or  Regulation  S  without  any restriction  as  to  the  number  of  securities  as  of  a  particular
 date that can then be immediately sold, or (b) such holder provides the Company with an opinion
 of  counsel,  in  form,  substance  and  scope  customary  for  opinions  of  counsel  in  comparable
 transactions,  to  the  effect  that  a  public  sale  or  transfer  of  such  Security  may  be  made  without
 registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale
 or  transfer  is  effected.   The  Buyer  agrees  to  sell  all  Securities,  including  those  represented  by  a
 certificate(s) from which the legend has been removed, in compliance with applicable prospectus
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 delivery  requirements,  if  any.  In  the  event  that  the  Company  does  not  accept  the  opinion  of
 counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption
 from  registration,  such  as  Rule  144  or  Regulation  S,  at  the  Deadline,  it  will  be  considered  an
 Event of Default pursuant to Section 3.2 of the Note.
 
 h.
 Authorization;  Enforcement.  This  Agreement  has  been  duly  and
 validly  authorized.    This  Agreement  has  been  duly  executed  and  delivered  on  behalf  of  the
 Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in
 accordance with its terms.
 
 i.
 Residency.    The  Buyer  is  a  resident  of  the  jurisdiction  set  forth
 immediately below the Buyer’s name on the signature pages hereto.
 
 3.
 Representations   and    Warranties   of   the   Company.
 The   Company
 represents and warrants to the Buyer that:
 
 a.
 Organization  and  Qualification.    The  Company  and  each  of  its
 Subsidiaries  (as  defined  below),  if  any,  is  a  corporation  duly  organized,  validly  existing  and  in
 good  standing  under  the  laws  of  the  jurisdiction  in  which  it  is  incorporated,  with  full  power  and
 authority  (corporate  and  other)  to  own,  lease,  use  and  operate  its  properties  and  to  carry  on  its
 business  as  and  where  now  owned,  leased,  used,  operated  and  conducted.    Schedule  3(a)  sets
 forth  a  list  of  all  of  the  Subsidiaries  of  the  Company  and  the  jurisdiction  in  which  each  is
 incorporated.     The   Company   and   each   of   its   Subsidiaries   is   duly   qualified   as   a   foreign
 corporation to do business and is in good standing in every jurisdiction in which its ownership or
 use  of  property  or  the  nature  of  the  business  conducted  by  it  makes  such  qualification  necessary
 except  where  the  failure  to  be  so  qualified  or  in  good  standing  would  not  have  a  Material
 Adverse  Effect.   “Material  Adverse  Effect”  means  any  material  adverse  effect  on  the  business,
 operations,  assets,  financial  condition  or  prospects  of  the  Company  or  its  Subsidiaries,  if  any,
 taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments
 to  be  entered  into  in  connection  herewith.    “Subsidiaries”  means  any  corporation  or  other
 organization,  whether  incorporated  or  unincorporated,  in  which  the  Company  owns,  directly  or
 indirectly, any equity or other ownership interest.
 
 b.
 Authorization;  Enforcement.    (i)  The  Company  has  all  requisite
 corporate  power  and  authority  to  enter  into  and  perform  this  Agreement,  the  Note  and  to
 consummate  the  transactions  contemplated  hereby  and  thereby  and  to  issue  the  Securities,  in
 accordance  with  the  terms  hereof  and  thereof,  (ii)  the  execution  and  delivery  of  this  Agreement,
 the  Note  by  the  Company  and  the  consummation  by  it  of  the  transactions  contemplated  hereby
 and   thereby   (including   without   limitation,   the   issuance   of   the   Note   and   the   issuance   and
 reservation  for  issuance  of  the  Conversion  Shares  issuable  upon  conversion  or  exercise  thereof)
 have  been  duly  authorized  by  the  Company’s  Board  of  Directors  and  no  further  consent  or
 authorization  of  the  Company,  its  Board  of  Directors,  or  its  shareholders  is  required,  (iii)  this
 Agreement   has   been   duly   executed   and   delivered   by   the   Company   by   its   authorized
 5
 


 representative,  and  such  authorized  representative  is  the  true  and  official  representative  with
 authority  to  sign  this  Agreement  and  the  other  documents  executed  in  connection  herewith  and
 bind  the  Company  accordingly,  and  (iv)  this  Agreement  constitutes,  and  upon  execution  and
 delivery by the  Company of  the Note,  each  of  such  instruments  will constitute,  a  legal,  valid  and
 binding  obligation  of  the  Company  enforceable  against  the  Company  in  accordance  with  its
 terms.
 
 c.
 Capitalization.   As  of  the  date  hereof,  the  authorized  capital  stock
 of  the  Company  consists  of:  (i)    100,000,000  shares  of  Common  Stock,  $0.001  par  value  per
 share,  of  which  80,000,000  shares  are  issued  and  outstanding;  and  (ii)  there  are  no  authorized
 shares  of  Preferred  Stock;  no  shares  are  reserved  for  issuance  pursuant  to  the  Company’s  stock
 option  plans,  no  shares  are  reserved  for  issuance  pursuant  to  securities  (other  than  the  Note  and
 one (1 ) prior notes in favor of the Buyer:
 (a)  prior  convertible  promissory  note  in  favor  of  the  Buyer  dated  March  27,  2014  in  the
 amount   of   $53,000.00   for   which   810,000   shares   of   Common   Stock   are   presently
 reserved)
 exercisable   for,   or   convertible   into   or   exchangeable   for   shares   of   Common   Stock   and
 18,690,000   shares   are   reserved   for   issuance   upon   conversion   of   the   Note.     All   of   such
 outstanding  shares  of  capital  stock  are,  or  upon  issuance  will  be,  duly authorized,  validly issued,
 fully  paid  and  non-assessable.    No  shares  of  capital  stock  of  the  Company  are  subject  to
 preemptive  rights  or  any  other  similar  rights  of  the  shareholders  of  the  Company  or  any  liens  or
 encumbrances  imposed  through  the  actions  or  failure  to  act  of  the  Company.   As  of  the  effective
 date  of  this  Agreement,  (i)  there  are  no  outstanding  options,  warrants,  scrip,  rights  to  subscribe
 for,  puts,  calls,  rights  of  first  refusal,  agreements,  understandings,  claims  or  other  commitments
 or  rights  of  any  character  whatsoever  relating  to,  or  securities  or  rights  convertible  into  or
 exchangeable  for  any  shares  of  capital  stock  of  the  Company  or  any  of  its  Subsidiaries,  or
 arrangements  by which  the  Company or  any of  its  Subsidiaries  is  or  may become  bound  to  issue
 additional  shares  of  capital  stock  of  the  Company  or  any  of  its  Subsidiaries,  (ii)  there  are  no
 agreements  or  arrangements  under  which  the  Company  or  any  of  its  Subsidiaries  is  obligated  to
 register  the  sale  of  any  of  its  or  their  securities  under  the  1933  Act  and  (iii)  there  are  no  anti-
 dilution  or  price  adjustment  provisions  contained  in  any  security  issued  by  the  Company  (or  in
 any  agreement  providing  rights  to  security  holders)  that  will  be  triggered  by  the  issuance  of  the
 Note or the Conversion Shares.  The Company has furnished to the Buyer true and correct copies
 of  the  Company’s  Certificate  of  Incorporation  as  in  effect  on  the  date  hereof  (“Certificate  of
 Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the
 terms of all securities convertible into or exercisable for Common Stock of the Company and the
 material  rights  of  the  holders  thereof  in  respect  thereto.   The  Company  shall  provide  the  Buyer
 with  a  written  update  of  this  representation  signed  by  the  Company’s  Chief  Executive  on  behalf
 of the Company as of the Closing Date.
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 d.
 Issuance  of  Shares.    The  Conversion  Shares  are  duly  authorized
 and  reserved  for  issuance  and,  upon  conversion  of  the  Note  in  accordance  with  its  respective
 terms,  will  be  validly issued,  fully paid  and  non-assessable,  and  free  from  all  taxes,  liens,  claims
 and  encumbrances  with  respect  to  the  issue  thereof  and  shall  not  be  subject  to  preemptive  rights
 or  other  similar  rights  of  shareholders  of  the  Company  and  will  not  impose  personal  liability
 upon the holder thereof.
 
 e.
 Acknowledgment   of   Dilution.     The   Company   understands   and
 acknowledges  the  potentially  dilutive  effect  to  the  Common  Stock  upon  the  issuance  of  the
 Conversion  Shares  upon  conversion  of  the  Note.   The  Company  further  acknowledges  that  its
 obligation  to  issue  Conversion  Shares  upon  conversion  of  the  Note  in  accordance  with  this
 Agreement,  the  Note  is  absolute  and  unconditional  regardless  of  the  dilutive  effect  that  such
 issuance may have on the ownership interests of other shareholders of the Company.
 
 f.
 No  Conflicts.    The  execution,  delivery  and  performance  of  this
 Agreement, the Note by the Company and the consummation by the Company of the transactions
 contemplated  hereby  and  thereby  (including,  without  limitation,  the  issuance  and  reservation  for
 issuance  of  the  Conversion  Shares)  will  not  (i)  conflict  with  or  result  in  a  violation  of  any
 provision  of  the  Certificate  of  Incorporation  or  By-laws,  or  (ii)  violate  or  conflict  with,  or  result
 in  a  breach  of  any provision  of,  or  constitute  a  default  (or  an  event  which  with  notice  or  lapse  of
 time   or   both   could   become   a   default)   under,   or   give   to   others   any  rights   of   termination,
 amendment,  acceleration  or  cancellation  of,  any  agreement,  indenture,  patent,  patent  license  or
 instrument  to  which  the  Company  or  any  of  its  Subsidiaries  is  a  party,  or  (iii)    result  in  a
 violation  of  any  law,  rule,  regulation,  order,  judgment  or  decree  (including  federal  and  state
 securities  laws  and  regulations  and  regulations  of  any  self-regulatory  organizations  to  which  the
 Company or its securities are  subject) applicable  to the Company or  any of its Subsidiaries or  by
 which  any  property  or  asset  of  the  Company  or  any  of  its  Subsidiaries  is  bound  or  affected
 (except  for  such  conflicts,  defaults,  terminations,  amendments,  accelerations,  cancellations  and
 violations  as  would  not,  individually  or  in  the  aggregate,  have  a  Material  Adverse  Effect).
 Neither the Company nor any of its Subsidiaries is in violation of its Certificate of  Incorporation,
 By-laws  or  other  organizational  documents  and  neither  the  Company  nor  any  of  its  Subsidiaries
 is  in  default  (and  no  event  has  occurred  which  with  notice  or  lapse  of  time  or  both  could  put  the
 Company  or  any  of  its  Subsidiaries  in  default)  under,  and  neither  the  Company  nor  any  of  its
 Subsidiaries has taken  any action or  failed to take  any action that would  give to others  any rights
 of   termination,   amendment,   acceleration   or   cancellation   of,   any   agreement,   indenture   or
 instrument  to  which  the  Company  or  any  of  its  Subsidiaries  is  a  party  or  by  which  any  property
 or  assets  of  the  Company  or  any  of  its  Subsidiaries  is  bound  or  affected,  except  for  possible
 defaults  as  would  not,  individually  or  in  the  aggregate,  have  a  Material  Adverse  Effect.  The
 businesses of the  Company and its Subsidiaries, if  any, are not being conducted, and  shall not be
 conducted  so  long  as  the  Buyer  owns  any of  the  Securities,  in  violation  of  any law,  ordinance  or
 regulation  of  any  governmental  entity.   Except  as  specifically  contemplated  by  this  Agreement
 and  as  required  under  the  1933  Act  and  any  applicable  state  securities  laws,  the  Company is  not
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 required  to  obtain  any consent,  authorization  or  order  of,  or  make  any filing  or  registration  with,
 any  court,  governmental  agency,  regulatory  agency,  self  regulatory organization  or  stock  market
 or  any  third  party  in  order  for  it  to  execute,  deliver  or  perform  any  of  its  obligations  under  this
 Agreement,  the  Note  in  accordance  with  the  terms  hereof  or  thereof  or  to  issue  and  sell  the Note
 in  accordance  with  the  terms  hereof  and  to  issue  the  Conversion  Shares  upon  conversion  of  the
 Note.    All  consents,  authorizations,  orders,  filings  and  registrations  which  the  Company  is
 required  to  obtain  pursuant  to  the  preceding  sentence  have  been  obtained  or  effected  on  or  prior
 to  the  date  hereof.   If  the  Company  is  listed  on  the  OTCBB,  the  Company  is  not  in  violation  of
 the  listing  requirements  of  the  Over-the-Counter  Bulletin  Board  (the  “OTCBB”)  and  does  not
 reasonably  anticipate  that  the  Common  Stock  will  be  delisted  by  the  OTCBB  in  the  foreseeable
 future.    The  Company  and  its  Subsidiaries  are  unaware  of  any  facts  or  circumstances  which
 might give rise to any of the foregoing.
 
 g.
 SEC  Documents;  Financial  Statements.   The  Company  has  timely
 filed  all  reports,  schedules,  forms,  statements  and other  documents  required  to  be  filed  by it  with
 the  SEC  pursuant  to  the  reporting  requirements  of  the  Securities  Exchange  Act  of  1934,  as
 amended  (the  “1934  Act”)  (all  of  the  foregoing  filed  prior  to  the  date  hereof  and  all  exhibits
 included  therein  and  financial  statements  and  schedules  thereto  and  documents  (other  than
 exhibits  to  such  documents)  incorporated  by  reference  therein,  being  hereinafter  referred  to
 herein  as  the  “SEC  Documents”).   Upon  written  request  the  Company  will  deliver  to  the  Buyer
 true  and  complete  copies  of  the  SEC  Documents,  except  for  such  exhibits  and  incorporated
 documents.   As  of  their  respective  dates,  the  SEC  Documents  complied  in  all  material  respects
 with  the  requirements  of  the  1934  Act  and  the  rules  and  regulations  of  the  SEC  promulgated
 thereunder  applicable  to  the  SEC  Documents,  and  none  of  the  SEC  Documents,  at  the  time  they
 were  filed  with  the  SEC,  contained  any  untrue  statement  of  a  material  fact  or  omitted  to  state  a
 material fact required to be stated therein or necessary in order to make the statements therein, in
 light  of  the  circumstances  under  which  they were  made,  not  misleading.   None  of  the  statements
 made  in  any  such  SEC  Documents  is,  or  has  been,  required  to  be  amended  or  updated  under
 applicable  law  (except  for  such  statements  as  have  been  amended  or  updated  in  subsequent
 filings  prior  the  date  hereof).    As  of  their  respective  dates,  the  financial  statements  of  the
 Company  included  in  the  SEC  Documents  complied  as  to  form  in  all  material  respects  with
 applicable  accounting  requirements  and  the  published  rules  and  regulations  of  the  SEC  with
 respect  thereto.   Such  financial  statements  have  been  prepared  in  accordance  with  United  States
 generally  accepted  accounting  principles,  consistently  applied,  during  the  periods  involved   and
 fairly  present  in  all  material  respects  the  consolidated  financial  position  of  the  Company  and  its
 consolidated  Subsidiaries  as  of  the  dates  thereof  and  the  consolidated  results  of  their  operations
 and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal
 year-end  audit  adjustments).    Except  as  set  forth  in  the  financial  statements  of  the  Company
 included  in  the  SEC  Documents,  the  Company  has  no  liabilities,  contingent  or  otherwise,  other
 than  (i)  liabilities  incurred  in  the  ordinary course  of  business  subsequent  to  March  31,  2014,  and
 (ii) obligations under  contracts and  commitments incurred  in the  ordinary course of  business  and
 not  required  under  generally  accepted  accounting  principles  to  be  reflected  in  such  financial
 8
 


 statements,  which,  individually  or  in  the  aggregate,  are  not  material  to  the  financial  condition  or
 operating  results  of  the  Company.  The  Company  is  subject  to  the  reporting  requirements  of  the
 1934 Act.
 
 h.
 Absence  of  Certain  Changes.    Since  March  31,  2014,  there  has
 been  no  material  adverse  change  and  no  material  adverse  development  in  the  assets,  liabilities,
 business,  properties,  operations,  financial  condition,  results  of  operations,  prospects  or  1934  Act
 reporting status of the Company or any of its Subsidiaries.
 
 i.
 Absence  of  Litigation.   There  is  no  action,  suit,  claim,  proceeding,
 inquiry or investigation before or by any court, public board, government agency, self-regulatory
 organization  or  body  pending  or,  to  the  knowledge  of  the  Company  or  any  of  its  Subsidiaries,
 threatened  against  or  affecting  the  Company  or  any  of  its  Subsidiaries,  or  their  officers  or
 directors  in  their  capacity  as  such,  that  could  have  a  Material  Adverse  Effect.    Schedule  3(i)
 contains  a  complete  list  and  summary  description  of  any  pending  or,  to  the  knowledge  of  the
 Company,  threatened  proceeding  against  or  affecting  the  Company  or  any  of  its  Subsidiaries,
 without  regard  to  whether  it  would  have  a  Material  Adverse  Effect.    The  Company  and  its
 Subsidiaries  are  unaware  of  any  facts  or  circumstances  which  might  give  rise  to  any  of  the
 foregoing.
 
 j.
 Patents,    Copyrights,    etc.
 The    Company    and    each    of    its
 Subsidiaries   owns   or   possesses   the   requisite   licenses   or   rights   to   use   all   patents,   patent
 applications,    patent    rights,    inventions,    know-how,    trade    secrets,    trademarks,    trademark
 applications,  service  marks,  service  names,  trade  names  and  copyrights  (“Intellectual  Property”)
 necessary to  enable  it  to  conduct  its  business  as  now  operated  (and,  as  presently contemplated  to
 be  operated  in  the  future);  there  is  no  claim  or  action  by  any person  pertaining  to,  or  proceeding
 pending,  or to  the Company’s knowledge threatened, which  challenges the right of  the Company
 or  of  a  Subsidiary  with  respect  to  any  Intellectual  Property  necessary  to  enable  it  to  conduct  its
 business  as  now  operated  (and,  as  presently  contemplated  to  be  operated  in  the  future);  to  the
 best  of  the  Company’s  knowledge,  the  Company’s  or  its  Subsidiaries’  current  and  intended
 products,  services  and  processes  do  not  infringe  on  any  Intellectual  Property or  other  rights  held
 by any person;  and  the  Company is  unaware  of  any facts  or  circumstances  which  might  give  rise
 to  any  of  the  foregoing.    The  Company  and  each  of  its  Subsidiaries  have  taken  reasonable
 security measures to protect the secrecy, confidentiality and value of their Intellectual Property.
 
 k.
 No  Materially  Adverse  Contracts,  Etc.   Neither  the  Company  nor
 any  of  its  Subsidiaries  is  subject  to  any  charter,  corporate  or  other  legal  restriction,  or  any
 judgment,  decree,  order,  rule  or  regulation  which  in  the  judgment  of  the  Company’s  officers  has
 or  is  expected  in  the  future  to  have  a  Material  Adverse  Effect.   Neither  the  Company nor  any  of
 its  Subsidiaries  is  a  party  to  any contract  or  agreement  which  in  the  judgment  of  the  Company’s
 officers has or is expected to have a Material Adverse Effect.
 9
 


  

 l.
 Tax Status.  The Company and each of its Subsidiaries has made or
 filed  all  federal,  state  and  foreign  income  and  all  other  tax  returns,  reports  and  declarations
 required by any jurisdiction to which it is subject (unless and only to the extent that the Company
 and  each  of  its  Subsidiaries  has  set  aside  on  its  books  provisions  reasonably  adequate  for  the
 payment  of  all  unpaid  and  unreported  taxes)  and  has  paid  all  taxes  and  other  governmental
 assessments  and  charges  that  are  material  in  amount,  shown  or  determined  to  be  due  on  such
 returns,  reports  and  declarations,  except  those  being  contested  in  good  faith  and  has  set  aside  on
 its  books  provisions  reasonably  adequate  for  the  payment  of  all  taxes  for  periods  subsequent  to
 the periods to which such returns, reports or declarations apply.  There are no unpaid taxes in any
 material  amount  claimed  to  be  due  by the  taxing authority of  any jurisdiction,  and  the  officers  of
 the  Company  know  of  no  basis  for  any  such  claim.   The  Company  has  not  executed  a  waiver
 with  respect  to  the  statute  of  limitations  relating  to  the  assessment  or  collection  of  any  foreign,
 federal,  state  or  local  tax.   None  of  the  Company’s  tax  returns  is  presently  being  audited  by  any
 taxing authority.
 
 m.
 Certain   Transactions.      Except   for   arm’s   length   transactions
 pursuant to which the Company or any of its Subsidiaries makes payments in the ordinary course
 of  business  upon  terms  no  less  favorable  than  the  Company  or  any  of  its  Subsidiaries  could
 obtain  from  third  parties  and  other  than  the  grant  of  stock  options  disclosed  on  Schedule  3(c),
 none  of  the   officers,  directors,  or  employees  of  the  Company  is  presently  a  party  to  any
 transaction  with  the  Company  or  any  of  its  Subsidiaries  (other  than  for  services  as  employees,
 officers  and  directors),  including  any contract,  agreement  or  other  arrangement  providing  for  the
 furnishing  of  services  to  or  by,  providing  for  rental  of  real  or  personal  property  to  or  from,  or
 otherwise  requiring  payments  to  or  from  any  officer,  director  or  such  employee  or,  to  the
 knowledge  of  the  Company,  any  corporation,  partnership,  trust  or  other  entity  in  which  any
 officer,  director,  or  any such  employee  has  a  substantial  interest  or  is  an  officer,  director,  trustee
 or partner.
 
 n.
 Disclosure.  All information relating to or concerning the Company
 or  any  of  its  Subsidiaries  set  forth  in  this  Agreement  and  provided  to  the  Buyer  pursuant  to
 Section  2(d)  hereof  and  otherwise  in  connection  with  the  transactions  contemplated  hereby  is
 true  and  correct  in  all  material  respects  and  the  Company  has  not  omitted  to  state  any  material
 fact   necessary   in   order   to   make   the   statements   made   herein   or   therein,   in   light   of   the
 circumstances  under  which  they  were  made,  not  misleading.    No  event  or  circumstance  has
 occurred  or  exists  with  respect  to  the  Company or  any of  its  Subsidiaries  or  its  or  their  business,
 properties,  prospects,  operations  or  financial  conditions,  which,  under  applicable  law,  rule  or
 regulation,  requires  public  disclosure  or  announcement  by  the  Company  but  which  has  not  been
 so  publicly  announced  or  disclosed  (assuming  for  this  purpose  that  the  Company’s  reports  filed
 under  the  1934  Act  are  being  incorporated  into  an  effective  registration  statement  filed  by  the
 Company under the 1933 Act).
 10
 


  

 o.
 Acknowledgment  Regarding  Buyer’  Purchase  of  Securities.    The
 Company acknowledges and agrees that the Buyer is  acting solely in the capacity of arm’s length
 purchasers  with  respect  to  this  Agreement  and  the  transactions  contemplated  hereby.    The
 Company further  acknowledges  that  the Buyer  is  not  acting as  a  financial  advisor  or  fiduciary of
 the  Company  (or  in  any  similar  capacity)  with  respect  to  this  Agreement  and  the  transactions
 contemplated   hereby   and   any   statement   made   by   the   Buyer   or   any   of   its   respective
 representatives  or  agents  in  connection  with  this  Agreement  and  the  transactions  contemplated
 hereby is  not  advice  or  a  recommendation  and  is  merely incidental  to  the Buyer’  purchase  of  the
 Securities.   The  Company  further  represents  to  the  Buyer  that  the  Company’s  decision  to  enter
 into this Agreement has  been based solely on the  independent evaluation of the Company and its
 representatives.
 
 p.
 No  Integrated  Offering.     Neither  the  Company,  nor  any  of  its
 affiliates,  nor  any  person  acting  on  its  or  their  behalf,  has  directly  or  indirectly  made  any  offers
 or sales in any security or solicited any offers to buy any security under circumstances that would
 require  registration  under  the  1933  Act  of  the  issuance  of  the  Securities  to  the  Buyer.    The
 issuance  of  the  Securities  to  the  Buyer  will  not  be  integrated  with  any  other  issuance  of  the
 Company’s   securities   (past,   current   or   future)   for   purposes   of   any   shareholder   approval
 provisions applicable to the Company or its securities.
 
 q.
 No  Brokers.   The  Company  has  taken  no  action  which  would  give
 rise  to  any claim  by any person  for  brokerage  commissions,  transaction  fees  or  similar  payments
 relating to this Agreement or the transactions contemplated hereby.
 
 r.
 Permits; Compliance.  The Company and each of its Subsidiaries is
 in  possession  of  all  franchises,  grants,  authorizations,  licenses,  permits,  easements,  variances,
 exemptions,  consents,  certificates,  approvals  and  orders  necessary  to  own,  lease  and  operate  its
 properties  and  to  carry  on  its  business  as  it  is  now  being  conducted  (collectively,  the  “Company
 Permits”),  and  there  is  no  action  pending  or,  to  the  knowledge  of  the  Company,  threatened
 regarding  suspension  or  cancellation  of  any  of  the  Company  Permits.   Neither  the  Company nor
 any  of  its  Subsidiaries  is  in  conflict  with,  or  in  default  or  violation  of,  any  of  the  Company
 Permits,  except  for  any  such  conflicts,  defaults  or  violations  which,  individually  or  in  the
 aggregate,  would  not  reasonably  be  expected  to  have  a  Material  Adverse  Effect.   Since  March
 31,  2014,  neither  the  Company  nor  any  of  its  Subsidiaries  has  received  any  notification  with
 respect  to  possible  conflicts,  defaults  or  violations  of  applicable  laws,  except  for  notices  relating
 to possible conflicts, defaults or violations, which conflicts, defaults or violations would not have
 a Material Adverse Effect.
 
 s.
 Environmental Matters.
 
 (i)
 There  are,  to  the  Company’s  knowledge,  with  respect  to
 the  Company  or  any  of  its  Subsidiaries  or  any  predecessor  of  the  Company,  no  past  or  present
 11
 


 violations   of   Environmental   Laws   (as   defined   below),   releases   of   any   material   into   the
 environment,   actions,   activities,   circumstances,   conditions,   events,   incidents,   or   contractual
 obligations which may give rise to any common law environmental liability or any liability under
 the Comprehensive Environmental Response, Compensation and  Liability Act of 1980 or similar
 federal,  state,  local  or  foreign  laws  and  neither  the  Company  nor  any  of  its  Subsidiaries  has
 received  any  notice  with  respect  to  any  of  the  foregoing,  nor  is  any  action  pending  or,  to  the
 Company’s   knowledge,   threatened   in   connection   with   any   of   the   foregoing.      The   term
 “Environmental  Laws”  means  all  federal,  state,  local  or  foreign  laws  relating  to  pollution  or
 protection  of  human  health  or  the   environment   (including,   without  limitation,  ambient  air,
 surface water, groundwater, land surface or subsurface strata), including, without limitation, laws
 relating   to   emissions,   discharges,   releases   or   threatened   releases   of   chemicals,   pollutants
 contaminants,  or  toxic  or  hazardous  substances  or  wastes  (collectively,  “Hazardous  Materials”)
 into  the  environment,  or  otherwise  relating  to  the  manufacture,  processing,  distribution,  use,
 treatment,   storage,   disposal,   transport   or   handling   of   Hazardous   Materials,   as   well   as   all
 authorizations,  codes,  decrees,  demands  or  demand  letters,  injunctions,  judgments,  licenses,
 notices  or  notice  letters,  orders,  permits,  plans  or  regulations  issued,  entered,  promulgated  or
 approved thereunder.
 
 (ii)
 Other  than  those  that  are  or  were  stored,  used  or  disposed
 of in compliance with applicable law, no Hazardous Materials are contained on or about any real
 property  currently  owned,  leased  or  used  by  the  Company  or  any  of  its  Subsidiaries,  and  no
 Hazardous  Materials  were  released  on  or  about  any  real  property  previously  owned,  leased  or
 used by the Company or any of its Subsidiaries during the period the property was owned, leased
 or used by the Company or any of its Subsidiaries, except in the normal course of the Company’s
 or any of its Subsidiaries’ business.
 
 (iii)
 There  are  no  underground  storage  tanks  on  or  under  any
 real  property  owned,  leased  or  used  by  the  Company  or  any  of  its  Subsidiaries  that  are  not  in
 compliance with applicable law.
 
 t.
 Title  to  Property.    The  Company  and  its  Subsidiaries  have  good
 and  marketable  title  in  fee  simple  to  all  real  property  and  good  and  marketable  title  to  all
 personal  property  owned  by  them  which  is  material  to  the  business  of  the  Company  and  its
 Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are
 described  in  Schedule  3(t)  or  such  as  would  not  have  a  Material  Adverse  Effect.    Any  real
 property  and  facilities  held  under  lease  by  the  Company  and  its  Subsidiaries  are  held  by  them
 under valid, subsisting and enforceable leases with such exceptions as would not have a Material
 Adverse Effect.
 
 u.
 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
 12
 


 in  which  the  Company  and  its  Subsidiaries  are  engaged.    Neither  the  Company  nor  any  such
 Subsidiary  has  any  reason  to  believe  that  it  will  not  be  able  to  renew  its  existing  insurance
 coverage  as  and  when  such  coverage  expires  or  to  obtain  similar  coverage  from  similar  insurers
 as  may  be  necessary  to  continue  its  business  at  a  cost  that  would  not  have  a  Material  Adverse
 Effect.   Upon  written  request  the  Company  will  provide  to  the  Buyer  true  and  correct  copies  of
 all  policies  relating  to  directors’  and  officers’  liability  coverage,  errors  and  omissions  coverage,
 and commercial general liability coverage.
 
 v.
 Internal   Accounting   Controls.     The   Company   and   each   of   its
 Subsidiaries  maintain  a  system  of  internal  accounting  controls  sufficient,  in  the  judgment  of  the
 Company’s  board  of  directors,  to  provide  reasonable  assurance  that  (i)  transactions  are  executed
 in   accordance   with   management’s   general   or   specific   authorizations,   (ii)   transactions   are
 recorded  as  necessary  to  permit  preparation  of  financial  statements  in  conformity  with  generally
 accepted  accounting  principles  and  to  maintain  asset  accountability,  (iii)  access  to  assets  is
 permitted  only  in  accordance  with  management’s  general  or  specific  authorization  and  (iv)  the
 recorded accountability for assets is compared with the existing assets at reasonable intervals and
 appropriate action is taken with respect to any differences.
 
 w.
 Foreign  Corrupt  Practices.    Neither  the  Company,  nor  any  of  its
 Subsidiaries,  nor  any  director,  officer,  agent,  employee  or  other  person  acting  on  behalf  of  the
 Company  or  any  Subsidiary  has,  in  the  course  of  his  actions  for,  or  on  behalf  of,  the  Company,
 used  any  corporate  funds  for  any  unlawful  contribution,  gift,  entertainment  or  other  unlawful
 expenses  relating  to  political  activity;  made  any  direct  or  indirect  unlawful  payment  to  any
 foreign  or  domestic  government  official  or  employee  from  corporate  funds;  violated  or  is  in
 violation  of  any  provision  of  the  U.S.  Foreign  Corrupt  Practices  Act  of  1977,  as  amended,  or
 made  any  bribe,  rebate,  payoff,  influence  payment,  kickback  or  other  unlawful  payment  to  any
 foreign or domestic government official or employee.
 
 x.
 Solvency.    The  Company  (after  giving  effect  to  the  transactions
 contemplated  by  this  Agreement)  is  solvent  (i.e.,  its  assets  have  a  fair  market  value  in  excess  of
 the  amount  required  to  pay  its  probable  liabilities  on  its  existing  debts  as  they  become  absolute
 and  matured)  and  currently  the  Company  has  no  information  that  would  lead  it  to  reasonably
 conclude  that  the  Company would  not,  after  giving effect  to  the  transaction  contemplated  by this
 Agreement,  have  the  ability to,  nor  does  it  intend  to  take  any  action  that  would  impair  its  ability
 to,  pay  its  debts  from  time  to  time  incurred  in  connection  therewith  as  such  debts  mature.   The
 Company  did  not  receive  a  qualified  opinion  from  its  auditors  with  respect  to  its  most  recent
 fiscal  year  end  and,  after  giving  effect  to  the  transactions  contemplated  by  this  Agreement,  does
 not  anticipate  or  know  of  any  basis  upon  which  its  auditors  might  issue  a  qualified  opinion  in
 respect of its current fiscal year.
 
 y.
 No  Investment  Company.    The  Company  is  not,  and  upon  the
 issuance and sale of the Securities as contemplated by this Agreement will not be an “investment
 13
 


 company”  required  to  be  registered  under  the  Investment  Company Act  of  1940  (an  “Investment
 Company”).  The Company is not controlled by an Investment Company.
 
 z.
 Breach  of  Representations  and  Warranties  by the  Company.   If  the
 Company  breaches  any  of  the  representations  or  warranties  set  forth  in  this  Section  3,  and  in
 addition  to  any  other  remedies  available  to  the  Buyer  pursuant  to  this  Agreement,  it  will  be
 considered an Event of default under Section 3.4 of the Note.
 
 4.
 COVENANTS.
 
 a.
 Best  Efforts.    The  parties  shall  use  their  best  efforts  to  satisfy
 timely each of the conditions described in Section 6 and 7 of this Agreement.
 
 b.
 Form  D;  Blue  Sky  Laws.   The  Company  agrees  to  file  a  Form  D
 with respect to the Securities as required under Regulation D and to provide a copy thereof to the
 Buyer  promptly  after  such  filing.   The  Company  shall,  on  or  before  the  Closing  Date,  take  such
 action  as  the  Company  shall  reasonably  determine  is  necessary  to  qualify  the  Securities  for  sale
 to  the  Buyer  at  the  applicable  closing  pursuant  to  this  Agreement  under  applicable  securities  or
 “blue  sky”  laws  of  the   states  of  the  United   States  (or  to  obtain   an   exemption  from  such
 qualification),  and  shall  provide  evidence  of  any such  action  so  taken  to the  Buyer  on  or  prior  to
 the Closing Date.
 
 c.
 Use  of  Proceeds.   The  Company shall  use  the  proceeds  for  general
 working capital purposes.
 
 d.
 Right  of  First  Refusal.   Unless  it  shall  have  first  delivered  to  the
 Buyer,  at  least  seventy  two  (72)  hours  prior  to  the  closing  of  such  Future  Offering  (as  defined
 herein),  written  notice  describing  the  proposed  Future  Offering  (“ROFR  Notice”),  including  the
 terms   and   conditions   thereof,   identity   of   the   proposed   purchaser   and   proposed   definitive
 documentation  to  be  entered  into  in  connection  therewith,  and  providing  the  Buyer  an  option
 during  the  seventy  two  (72)  hour  period  following  delivery  of  such  notice  to  purchase  the
 securities being offered in the Future Offering on the same terms as contemplated by such Future
 Offering  (the  limitations  referred  to  in  this  sentence  and  the  preceding  sentence  are  collectively
 referred  to  as  the  “Right  of  First  Refusal”)  (and  subject  to  the  exceptions  described  below),  the
 Company will not conduct any equity (or debt with an equity component) financing in an amount
 less  than  $100,000  (“Future  Offering(s)”)  during  the  period  beginning  on  the  Closing  Date  and
 ending six (6) months following the Closing Date.  Notwithstanding anything contained herein to
 the  contrary,  the  Company  shall  not  consummate  any  Future  Offering  with  an  investor,  or  an
 affiliate  of  such  investor  (collectively  “Prospective  Investor”),  identified  on  an  ROFR  Notice
 whereby  the  Buyer  exercised  its  Right  of  First  Refusal  for  a  period  of  forty  (45)  days  following
 such  exercise;  and  any  subsequent  offer  by  a  Prospective  Investor  is  subject  to  this  Section  4(d)
 and  the  Right  of  First  Refusal.  In  the  event  the  terms  and  conditions  of  a  proposed  Future
 14
 


 Offering  are  amended  in  any  respect  after  delivery  of  the  notice  to  the  Buyer  concerning  the
 proposed  Future  Offering,  the  Company  shall  deliver  a  new  notice  to  the  Buyer  describing  the
 amended  terms  and  conditions  of  the  proposed  Future  Offering  and  the  Buyer  thereafter  shall
 have  an  option  during the  seventy two  (72)  hour  period  following delivery of  such  new  notice  to
 purchase  its  pro  rata  share  of  the  securities  being  offered  on  the  same  terms  as  contemplated  by
 such  proposed  Future  Offering,  as  amended.   The  foregoing  sentence  shall  apply  to  successive
 amendments  to  the  terms  and  conditions  of  any  proposed  Future  Offering.   The  Right  of  First
 Refusal   shall   not   apply   to   any   transaction   involving   (i)   issuances   of   securities   in   a   firm
 commitment  underwritten  public  offering  (excluding  a  continuous  offering  pursuant  to  Rule  415
 under  the  1933  Act)  or  (ii)  issuances  of  securities  as  consideration  for  a  merger,  consolidation  or
 purchase  of  assets,  or  in  connection  with  any  strategic  partnership  or  joint  venture  (the  primary
 purpose   of   which   is   not   to   raise   equity  capital),   or   in   connection   with   the   disposition   or
 acquisition  of  a  business,  product  or  license  by  the  Company.   The  Right  of  First  Refusal  also
 shall  not  apply  to  the  issuance  of  securities  upon  exercise  or  conversion  of  the  Company’s
 options,  warrants  or  other  convertible  securities  outstanding  as  of  the  date  hereof  or  to  the  grant
 of  additional  options  or  warrants,  or  the  issuance  of  additional  securities,  under  any  Company
 stock option or restricted stock plan approved by the shareholders of the Company.
 
 e.
 Expenses.   At  the  Closing,  the  Company shall  reimburse Buyer  for
 expenses  incurred  by  them  in  connection  with  the  negotiation,  preparation,  execution,  delivery
 and  performance  of  this  Agreement  and  the  other  agreements  to  be  executed  in  connection
 herewith  (“Documents”),  including,  without  limitation,  reasonable  attorneys’  and  consultants’
 fees  and  expenses,  transfer  agent  fees,  fees  for  stock  quotation  services,  fees  relating  to  any
 amendments  or  modifications  of  the  Documents  or  any  consents  or  waivers  of  provisions  in  the
 Documents,   fees   for   the   preparation   of   opinions   of   counsel,   escrow   fees,   and   costs   of
 restructuring  the  transactions  contemplated  by  the  Documents.    When  possible,  the  Company
 must   pay   these   fees   directly,   otherwise   the   Company   must   make   immediate   payment   for
 reimbursement  to  the  Buyer  for  all  fees  and  expenses  immediately  upon  written  notice  by  the
 Buyer  or  the  submission  of  an  invoice  by  the  Buyer.  The  Company’s  obligation  with  respect  to
 this transaction is to reimburse Buyer’ expenses shall be $2,500.
 
 f.
 Financial  Information.   Upon  written  request  the  Company  agrees
 to send or make available the following reports to the Buyer  until the Buyer  transfers,  assigns, or
 sells  all  of  the  Securities:  (i) within  ten  (10)  days  after  the  filing  with  the  SEC,  a  copy  of  its
 Annual  Report  on  Form  10-K  its  Quarterly  Reports  on  Form  10-Q  and  any  Current  Reports  on
 Form  8-K;   (ii) within  one  (1)  day  after  release,   copies  of  all  press  releases  issued  by  the
 Company  or  any  of  its  Subsidiaries;  and  (iii) contemporaneously  with  the  making  available  or
 giving  to  the  shareholders  of  the  Company,  copies  of  any  notices  or  other  information  the
 Company makes available or gives to such shareholders.
 
 g.
 [INTENTIONALLY DELETED]
 15
 



   

 h.
 Listing.    The  Company  shall  promptly  secure  the  listing  of  the
 Conversion Shares upon each national securities exchange or automated quotation system, if any,
 upon  which  shares  of  Common  Stock  are  then  listed  (subject  to  official  notice  of  issuance)  and,
 so  long  as  the  Buyer  owns  any  of  the  Securities,  shall  maintain,  so  long  as  any  other  shares  of
 Common  Stock  shall  be  so  listed,  such  listing  of  all  Conversion  Shares  from  time  to  time
 issuable upon  conversion  of the  Note.   The Company will obtain  and, so  long as the  Buyer  owns
 any  of  the  Securities,  maintain  the  listing  and  trading  of  its  Common  Stock  on  the  OTCBB  or
 any equivalent replacement exchange or electronic quotation system (including but not limited to
 the  Pink  Sheets  electronic  quotation  system)  and  will  comply in  all  respects  with  the  Company’s
 reporting,  filing  and  other  obligations  under  the  bylaws  or  rules  of   the  Financial   Industry
 Regulatory  Authority  (“FINRA”)   and   such   exchanges,   as   applicable.     The   Company  shall
 promptly  provide  to  the  Buyer  copies  of  any  notices  it  receives  from  the  OTCBB  and  any  other
 exchanges  or  electronic  quotation  systems  on  which  the  Common  Stock  is  then  traded  regarding
 the  continued  eligibility  of  the  Common  Stock  for  listing  on  such  exchanges  and  quotation
 systems.
 
 i.
 Corporate  Existence.   So  long  as  the  Buyer  beneficially  owns  any
 Note, the Company shall  maintain its corporate existence and shall not sell all or substantially all
 of  the  Company’s  assets,  except  in  the  event  of  a  merger  or  consolidation  or  sale  of  all  or
 substantially  all  of  the  Company’s  assets,  where  the  surviving  or  successor  entity  in  such
 transaction  (i)  assumes  the  Company’s  obligations  hereunder  and  under  the  agreements  and
 instruments  entered  into  in  connection  herewith  and  (ii)  is  a  publicly  traded  corporation  whose
 Common  Stock  is  listed  for  trading  on  the  Pink  Sheets,  OTCQX,  OTCBB,  Nasdaq,  Nasdaq
 SmallCap, NYSE or AMEX.
 
 j.
 No  Integration.   The  Company  shall  not  make  any  offers  or  sales
 of  any security (other  than  the  Securities)  under  circumstances  that  would  require  registration  of
 the  Securities  being  offered  or  sold  hereunder  under  the  1933  Act  or  cause  the  offering  of  the
 Securities  to  be  integrated  with  any  other  offering  of  securities  by  the  Company  for  the  purpose
 of any stockholder approval provision applicable to the Company or its securities.
 
 k.
 Breach   of   Covenants.     If   the   Company   breaches   any   of   the
 covenants set forth in this Section 4, and in addition to any other remedies  available to the Buyer
 pursuant  to  this  Agreement,  it  will  be  considered  an  event  of  default  under  Section  3.4  of  the
 Note.
 
 l.
 Failure  to  Comply  with  the  1934  Act.    So  long  as  the  Buyer
 beneficially  owns  the  Note,  the  Company  shall  comply  with  the  reporting  requirements  of  the
 1934  Act;  and  the  Company  shall  continue  to  be  subject  to  the  reporting  requirements  of  the
 1934 Act.
 16
 



   

 m.
 Trading Activities.   Neither  the Buyer  nor  its  affiliates  has  an  open
 short position in the common stock of the Company and the Buyer agree that it shall not, and that
 it will cause its  affiliates  not to, engage  in any short sales of  or hedging transactions with respect
 to the common stock of the Company.
 
 5.
 Transfer   Agent   Instructions.      The   Company   shall   issue   irrevocable
 instructions  to  its  transfer  agent  to  issue  certificates,  registered  in  the  name  of  the  Buyer  or  its
 nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer
 to   the   Company   upon   conversion   of   the   Note   in   accordance   with   the   terms   thereof   (the
 “Irrevocable  Transfer  Agent  Instructions”).   In  the  event  that  the  Borrower  proposes  to  replace
 its  transfer  agent,  the  Borrower  shall  provide,  prior  to  the  effective  date  of  such  replacement,  a
 fully executed  Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to
 the  Purchase  Agreement  (including  but  not  limited  to  the  provision  to  irrevocably reserve  shares
 of  Common  Stock  in  the  Reserved  Amount)  signed  by  the  successor  transfer  agent  to  Borrower
 and  the  Borrower.  Prior  to  registration  of  the  Conversion  Shares  under  the  1933  Act  or  the  date
 on  which  the  Conversion  Shares  may  be  sold  pursuant  to  Rule  144  without  any  restriction  as  to
 the  number  of  Securities  as  of  a  particular  date  that  can  then  be  immediately  sold,  all  such
 certificates  shall  bear  the  restrictive  legend  specified  in  Section  2(g)  of  this  Agreement.   The
 Company  warrants  that:  (i)  no  instruction  other  than  the  Irrevocable  Transfer  Agent  Instructions
 referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in
 the  case  of  the  Conversion  Shares,  prior  to  registration  of  the  Conversion  Shares  under  the  1933
 Act  or  the  date  on  which  the  Conversion  Shares  may  be  sold  pursuant  to  Rule  144  without  any
 restriction  as  to  the  number  of  Securities  as  of  a  particular  date  that  can  then  be  immediately
 sold),  will  be  given  by  the  Company  to  its  transfer  agent  and  that  the  Securities  shall  otherwise
 be  freely transferable  on  the  books  and  records  of  the  Company  as  and  to  the  extent  provided  in
 this  Agreement  and  the  Note;  (ii)  it  will  not  direct  its  transfer  agent  not  to  transfer  or  delay,
 impair, and/or hinder its transfer  agent in transferring (or issuing)(electronically or in certificated
 form)  any  certificate  for  Conversion  Shares  to  be  issued  to  the  Buyer  upon  conversion  of  or
 otherwise  pursuant  to  the  Note  as  and  when  required  by the  Note  and  this Agreement;  and  (iii)  it
 will  not  fail  to  remove  (or  directs  its  transfer  agent  not  to  remove  or  impairs,  delays,  and/or
 hinders its transfer  agent  from removing)  any restrictive legend (or  to withdraw any stop transfer
 instructions  in  respect  thereof)  on  any  certificate  for  any  Conversion  Shares  issued  to  the  Buyer
 upon  conversion  of  or  otherwise  pursuant  to  the  Note  as  and  when  required  by the  Note  and  this
 Agreement.    Nothing   in   this   Section   shall   affect   in   any   way   the   Buyer’s   obligations   and
 agreement  set  forth  in  Section  2(g)  hereof  to  comply  with  all  applicable  prospectus  delivery
 requirements,  if  any,  upon  re-sale  of  the  Securities.   If  the  Buyer  provides  the  Company,  at  the
 cost  of  the  Buyer,  with  (i)  an  opinion  of  counsel  in  form,  substance  and  scope  customary  for
 opinions  in  comparable  transactions,  to  the  effect  that  a  public  sale  or  transfer  of  such  Securities
 may be  made  without  registration  under  the  1933  Act  and  such  sale  or  transfer  is  effected  or  (ii)
 the  Buyer  provides  reasonable  assurances  that  the  Securities  can  be  sold  pursuant  to  Rule  144,
 the  Company  shall  permit  the  transfer,  and,  in  the  case  of  the  Conversion  Shares,  promptly
 instruct  its  transfer  agent  to  issue  one  or  more  certificates,  free  from  restrictive  legend,  in  such
 17
 


 name  and  in  such  denominations  as  specified  by  the  Buyer.   The  Company  acknowledges  that  a
 breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the
 intent   and   purpose   of   the   transactions   contemplated   hereby.    Accordingly,   the   Company
 acknowledges  that  the  remedy  at  law  for  a  breach  of  its  obligations  under  this  Section  5  may be
 inadequate  and  agrees,  in  the  event  of  a  breach  or  threatened  breach  by  the  Company  of  the
 provisions  of  this  Section,  that  the  Buyer  shall  be  entitled,  in  addition  to  all  other  available
 remedies,  to  an  injunction  restraining  any  breach  and  requiring  immediate  transfer,  without  the
 necessity of showing economic loss and without any bond or other security being required.
 
 6.
 Conditions  to  the  Company’s  Obligation  to  Sell.    The  obligation  of  the
 Company  hereunder  to  issue  and  sell  the  Note  to  the  Buyer  at  the  Closing  is  subject  to  the
 satisfaction,  at  or  before  the  Closing  Date  of  each  of  the  following  conditions  thereto,  provided
 that  these  conditions  are  for  the  Company’s  sole  benefit  and  may  be  waived  by  the  Company  at
 any time in its sole discretion:
 
 a.
 The  Buyer  shall  have  executed  this  Agreement  and  delivered  the
 same to the Company.
 
 b.
 The  Buyer  shall  have  delivered  the  Purchase  Price  in  accordance
 with Section 1(b) above.
 
 c.
 The  representations  and  warranties  of  the  Buyer  shall  be  true  and
 correct  in  all  material  respects  as  of  the  date  when  made  and  as  of  the  Closing  Date  as  though
 made at that time (except for  representations and  warranties that speak  as  of a specific  date), and
 the   Buyer   shall   have   performed,   satisfied   and   complied   in   all   material   respects   with   the
 covenants,  agreements  and  conditions  required  by  this  Agreement  to  be  performed,  satisfied  or
 complied with by the Buyer at or prior to the Closing Date.
 
 d.
 No   litigation,   statute,   rule,   regulation,   executive   order,   decree,
 ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court
 or  governmental  authority  of  competent  jurisdiction  or  any  self-regulatory  organization  having
 authority  over  the  matters  contemplated  hereby  which  prohibits  the  consummation  of  any  of  the
 transactions contemplated by this Agreement.
 
 7.
 Conditions  to  The  Buyer’s  Obligation  to  Purchase.   The  obligation  of  the
 Buyer  hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the
 Closing  Date  of  each  of  the  following  conditions,  provided  that  these  conditions  are  for  the
 Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:
 
 a.
 The  Company  shall  have  executed  this  Agreement  and  delivered
 the same to the Buyer.
 18
 


  

 b.
 The  Company  shall  have  delivered  to  the  Buyer  the  duly  executed
 Note (in such denominations as the Buyer shall request) in accordance with Section 1(b) above.
 
 c.
 The Irrevocable Transfer Agent Instructions, in form and substance
 satisfactory to a majority-in-interest of the Buyer, shall have been delivered to and acknowledged
 in writing by the Company’s Transfer Agent.
 
 d.
 The  representations  and  warranties  of  the  Company  shall  be  true
 and  correct  in  all  material  respects  as  of  the  date  when  made  and  as  of  the  Closing  Date  as
 though  made  at  such  time  (except  for  representations  and  warranties  that  speak  as  of  a  specific
 date) and the Company shall have performed, satisfied and complied in all material respects with
 the  covenants,  agreements  and  conditions  required  by  this  Agreement  to  be  performed,  satisfied
 or complied with by the Company at or prior to the Closing Date.  The Buyer shall have received
 a  certificate  or  certificates,  executed  by  the  chief  executive  officer  of  the  Company,  dated  as  of
 the  Closing  Date,  to  the  foregoing  effect  and  as  to  such  other  matters  as  may  be  reasonably
 requested  by  the  Buyer  including,  but  not  limited  to  certificates  with  respect  to  the  Company’s
 Certificate   of   Incorporation,   By-laws   and   Board   of   Directors’   resolutions   relating   to   the
 transactions contemplated hereby.
 
 e.
 No   litigation,   statute,   rule,   regulation,   executive   order,   decree,
 ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court
 or  governmental  authority  of  competent  jurisdiction  or  any  self-regulatory  organization  having
 authority  over  the  matters  contemplated  hereby  which  prohibits  the  consummation  of  any  of  the
 transactions contemplated by this Agreement.
 
 f.
 No  event  shall  have  occurred  which  could  reasonably  be  expected
 to  have  a  Material  Adverse  Effect  on  the  Company  including  but  not  limited  to  a  change  in  the
 1934  Act  reporting status  of  the  Company or  the  failure  of  the  Company to  be  timely in  its  1934
 Act reporting obligations.
 
 g.
 The Conversion Shares shall have been authorized for quotation on
 the  OTCBB and  trading  in  the  Common  Stock  on  the  OTCBB shall  not  have  been  suspended  by
 the SEC or the OTCBB.
 
 h.
 The  Buyer  shall  have  received  an  officer’s  certificate  described  in
 Section 3(c) above, dated as of the Closing Date.
 
 8.
 Governing Law; Miscellaneous.
 
 a.
 Governing   Law.     This   Agreement   shall   be   governed   by   and
 construed  in  accordance  with  the  laws  of  the  State  of  New  York  without  regard  to  principles  of
 19
 


 conflicts   of   laws.     Any   action   brought   by   either   party   against   the   other   concerning   the
 transactions  contemplated  by  this  Agreement  shall  be  brought  only  in  the  state  courts  of  New
 York  or  in  the  federal  courts  located  in  the  state  and  county  of  Nassau.    The  parties  to  this
 Agreement  hereby  irrevocably  waive  any  objection  to  jurisdiction  and  venue  of  any  action
 instituted  hereunder  and  shall  not  assert  any  defense  based  on  lack  of  jurisdiction  or  venue  or
 based upon forum non  conveniens.   The Company and Buyer  waive trial by jury.   The prevailing
 party shall  be  entitled  to  recover  from  the  other  party its  reasonable  attorney's  fees  and  costs.   In
 the  event  that  any  provision  of  this  Agreement  or  any  other  agreement  delivered  in  connection
 herewith  is  invalid  or  unenforceable  under  any  applicable  statute  or  rule  of  law,  then  such
 provision  shall  be  deemed  inoperative  to  the  extent  that  it  may  conflict  therewith  and  shall  be
 deemed  modified  to  conform  with  such  statute  or  rule  of  law.   Any  such  provision  which  may
 prove invalid or unenforceable under any law shall not affect the validity or enforceability of any
 other  provision  of  any  agreement.     Each  party  hereby  irrevocably  waives  personal  service  of
 process and consents to process being served in any suit, action or proceeding in connection with
 this  Agreement  or  any  other  Transaction  Document  by  mailing  a  copy  thereof  via  registered  or
 certified  mail  or  overnight  delivery  (with  evidence  of  delivery)  to  such  party  at  the  address  in
 effect  for  notices  to  it  under  this  Agreement  and  agrees  that  such  service  shall  constitute  good
 and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to
 limit in any way any right to serve process in any other manner permitted by law.
 
 b.
 Counterparts.    This  Agreement  may  be  executed  in  one  or  more
 counterparts,  each  of  which  shall  be  deemed  an  original  but  all  of  which  shall  constitute  one  and
 the  same  agreement  and  shall  become  effective  when  counterparts  have  been  signed  by  each
 party and delivered to the other party.
 
 c.
 Headings.   The  headings  of  this  Agreement  are  for  convenience  of
 reference only and shall not form part of, or affect the interpretation of, this Agreement.
 
 d.
 Severability.   In  the  event  that  any  provision  of  this  Agreement  is
 invalid  or  unenforceable  under  any applicable  statute  or  rule  of  law,  then  such  provision  shall  be
 deemed  inoperative  to  the  extent  that  it  may  conflict  therewith  and  shall  be  deemed  modified  to
 conform  with  such  statute  or  rule  of  law.    Any  provision  hereof  which  may  prove  invalid  or
 unenforceable  under  any law  shall  not  affect  the  validity or  enforceability of  any other  provision
 hereof.
 
 e.
 Entire   Agreement;   Amendments.
 This   Agreement   and   the
 instruments  referenced  herein  contain  the  entire  understanding  of  the  parties  with  respect  to  the
 matters  covered  herein  and  therein  and,  except  as  specifically  set  forth  herein  or  therein,  neither
 the  Company  nor  the  Buyer  makes  any  representation,  warranty,  covenant  or  undertaking  with
 respect  to  such  matters.   No  provision  of  this  Agreement  may  be  waived  or  amended  other  than
 by an instrument in writing signed by the majority in interest of the Buyer.
 20
 


  

 f.
 Notices.   All  notices,  demands,  requests,  consents,  approvals,  and
 other  communications  required  or  permitted  hereunder  shall  be  in  writing  and,  unless  otherwise
 specified  herein,  shall  be  (i)  personally  served,  (ii)  deposited  in  the  mail,  registered  or  certified,
 return  receipt  requested,  postage  prepaid,  (iii)  delivered  by  reputable  air  courier  service  with
 charges  prepaid,  or  (iv)  transmitted  by  hand  delivery,  telegram,  or  facsimile,  addressed  as  set
 forth  below  or  to  such  other  address  as  such  party  shall  have  specified  most  recently  by  written
 notice.   Any notice  or  other  communication  required  or  permitted  to  be  given  hereunder  shall  be
 deemed  effective  (a)  upon  hand  delivery  or  delivery  by  facsimile,  with  accurate  confirmation
 generated  by  the  transmitting  facsimile  machine,  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  addresses  for
 such communications shall be:
 If to the Company, to:
 TWENTY FOUR/SEVEN VENTURES, INC.
 132 W. 11th Avenue
 Denver, CO 80204
 Attn: ROBERT M. COPLEY, JR., Chief Executive Officer
 facsimile: [enter fax number]
 With a copy by fax only to (which copy shall not constitute notice):
 [enter name of law firm] --- Attn: [attorney name]
 [enter address line 1]
 [enter city, state, zip]
 facsimile: [enter fax number]
 If to the Buyer:
 KBM WORLDWIDE, INC.
 80 Cuttermill Road – Suite 410
 Great Neck, NY   11021
 Attn: Seth Kramer, President
 e-mail: info@kwbmlaw.com
 With a copy by fax only to (which copy shall not constitute notice):
 Naidich Wurman Birnbaum & Maday LLP
 Att: Judah A. Eisner, Esq.
 facsimile: 516-466-3555
 e-mail: dyork@nwbmlaw.com
 21
 


 Each party shall provide notice to the other party of any change in address.
 
 g.
 Successors  and  Assigns.    This  Agreement  shall  be  binding  upon
 and inure to the benefit of the parties and their successors and assigns.   Neither the Company nor
 the  Buyer  shall  assign  this  Agreement  or  any  rights  or  obligations  hereunder  without  the  prior
 written  consent  of  the  other.   Notwithstanding  the  foregoing,  subject  to  Section 2(f),  the  Buyer
 may  assign  its  rights  hereunder  to  any  person  that  purchases  Securities  in  a  private  transaction
 from  the  Buyer  or  to  any  of  its  “affiliates,”  as  that  term  is  defined  under  the  1934  Act,  without
 the consent of the Company.
 
 h.
 Third  Party  Beneficiaries.    This  Agreement  is  intended  for  the
 benefit  of  the  parties  hereto  and  their  respective  permitted  successors  and  assigns,  and  is  not  for
 the benefit of, nor may any provision hereof be enforced by, any other person.
 
 i.
 Survival.   The  representations  and  warranties  of  the  Company  and
 the  agreements  and  covenants  set  forth  in  this  Agreement  shall  survive  the  closing  hereunder
 notwithstanding  any  due  diligence  investigation  conducted  by  or  on  behalf  of  the  Buyer.   The
 Company  agrees  to  indemnify  and  hold  harmless  the  Buyer  and  all  their  officers,  directors,
 employees and agents for loss or damage arising as a result of or related to any breach or alleged
 breach  by  the  Company  of  any  of  its  representations,  warranties  and  covenants  set  forth  in  this
 Agreement  or any of its covenants and obligations under this Agreement, including advancement
 of expenses as they are incurred.
 
 j.
 Publicity.    The  Company,  and  the  Buyer  shall  have  the  right  to
 review  a  reasonable  period  of  time  before  issuance  of  any  press  releases,  SEC,  OTCBB  or
 FINRA  filings,  or  any  other  public  statements  with  respect  to  the  transactions  contemplated
 hereby;  provided,  however,  that  the  Company shall  be  entitled,  without  the  prior  approval  of  the
 Buyer,  to  make  any  press  release  or  SEC,  OTCBB  (or  other  applicable  trading  market)  or
 FINRA  filings  with  respect  to  such  transactions  as  is  required  by  applicable  law  and  regulations
 (although  the  Buyer  shall  be  consulted  by  the  Company  in  connection  with  any  such  press
 release  prior  to  its  release  and  shall  be  provided  with  a  copy thereof  and  be  given  an  opportunity
 to comment thereon).
 
 k.
 Further  Assurances.   Each  party  shall  do  and  perform,  or  cause  to
 be  done  and  performed,  all  such  further  acts  and  things,  and  shall  execute  and  deliver  all  such
 other  agreements,  certificates,  instruments  and  documents,  as  the  other  party  may  reasonably
 request  in  order  to  carry  out  the  intent  and  accomplish  the  purposes  of  this  Agreement  and  the
 consummation of the transactions contemplated hereby.
 22
 


  

 l.
 No  Strict  Construction.   The  language  used  in  this  Agreement  will
 be deemed to be the language chosen by the parties to express their mutual intent, and no rules of
 strict construction will be applied against any party.
 
 m.
 Remedies.   The  Company  acknowledges  that  a  breach  by  it  of  its
 obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose
 of  the  transaction  contemplated  hereby.    Accordingly,  the  Company  acknowledges  that  the
 remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees,
 in   the   event   of   a   breach   or   threatened   breach   by  the   Company  of   the   provisions   of   this
 Agreement,  that  the  Buyer  shall  be  entitled,  in  addition  to  all  other  available  remedies  at  law  or
 in  equity,  and  in  addition  to  the  penalties  assessable  herein,  to  an  injunction  or  injunctions
 restraining,  preventing  or  curing  any  breach  of  this  Agreement  and  to  enforce  specifically  the
 terms  and  provisions  hereof,  without  the  necessity  of  showing  economic  loss  and  without  any
 bond or other security being required.
 IN  WITNESS  WHEREOF,  the  undersigned  Buyer  and  the  Company  have  caused  this
 Agreement to be duly executed as of the date first above written.
 TWENTY FOUR/SEVEN VENTURES, INC.
 By:________________________________
 ROBERT M. COPLEY, JR.
 Chief Executive Officer
 KBM WORLDWIDE, INC.
 By: _________________________________
 Name: Seth Kramer
 Title:   President
 80 Cuttermill Road – Suite 410
 Great Neck, NY  11021
 AGGREGATE SUBSCRIPTION AMOUNT:
 
 Aggregate Principal Amount of Note:
 $42,500.00
 
 Aggregate Purchase Price:
 $42,500.00
 Tranche #2 - K-1224
 TWYF
 Scott.gabriele@yahoo.com
 23