33 Preferred Stock Purchase Agreement-March 31, 2006**KOLORFUSION INTERNATIONAL, INC.****PREFERRED STOCK SERIES [C-1]****Preferred Shares 1,076,923, which can be converted to 5,384,615 common shares****“SECURITIES PURCHASE AGREEMENT”**     (f) This document represents the SECURITIES PURCHASE AGREEMENT (this“Agreement”), dated March 31, 2006 by and between Kolorfusion International, Inc. (the“Company”), and Reginald D. Fowler or his designee (the “Purchaser”).     (g) The Company agrees to sell to the Purchaser, and the Purchaser agrees to buyfrom the Company, on the terms and subject to the conditions set forth in this Agreement, 1,076,923shares of the Company’s Series [C-1] Convertible Preferred Stock, $.001 par value, (the“Preferred Shares”), which shares will be convertible pursuant to the terms of thisAgreement into shares (the “Conversion Shares”) of the Company’s common stock, $.001 parvalue (the “Common Stock”) as provided in this Agreement. The Preferred Shares and theConversion Shares are collectively referred to herein as the “Securities”.     (h) The sale of the Securities by the Company hereunder will be effected in relianceupon an exemption from securities registration afforded by the provisions of Regulation D(“Regulation D”) as promulgated by the Securities and Exchange Commission (the“Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).     (i) The Company has authorized the issuance of 1,076,923 Preferred Shares with therights, preferences, and other terms set forth in this Agreement and Exhibit A- Preferred SeriesC-1 Terms and Conditions.     (j) The Company and the Purchaser hereby agree as follows:
 

 
**(f) 1. GENERAL TERMS**     a. 1.1 Agreement to Purchase and Sell. Purchaser hereby agrees to purchase 1,076,923Preferred Shares underlying this Agreement from the Company, subject to the terms and thesatisfaction or waiver of the conditions set forth in this Agreement. The Purchaser shall purchasethe Preferred Shares in the amounts and on the dates set forth in this Agreement’s Exhibit A. ThisAgreement shall act as the certificate of ownership to such Preferred Shares upon Closing.     b. 1.2 Accredited Investor. The Purchaser is an accredited investor as that term isdefined in Rule 501 of Regulation D, and is acquiring the Securities solely for his own account asa principal and not with a present view to the public resale or distribution of all or any partthereof, except pursuant to sales that are exempt from the registration requirements of theSecurities Act and/or sales registered under the Securities Act; *provided*, *however*, that in makingsuch representation, the Purchaser does not agree to hold any Securities for any minimum orspecific term and reserves the right to sell, transfer or otherwise dispose of the Securities atany time in accordance with the provisions of this Agreement and with Federal and state securitieslaws applicable to such sale, transfer or disposition.     c. 1.3 Information. The Company has provided the Purchaser with information regardingthe business, operations and financial condition of the Company, and has granted to the Purchaserthe opportunity to ask questions of and receive answers from representatives of the Company, itsofficers, directors, employees and agents concerning the Company and materials relating to theterms and conditions of the purchase and sale of the Securities. Neither such information nor anyother investigation conducted by the Purchaser or any of its representatives shall modify, amend orotherwise affect the Purchaser’s right to rely on the Company’s representations and warrantiescontained in this Agreement. The Purchaser shall have a continued opportunity throughout thecourse of his beneficial ownership of the Securities to ask questions of and receive answers fromrepresentatives of the Company, its officers, directors, employees and agents concerning the Company and materials relating to the terms and conditions of thepurchase and sale of the Securities.     d. 1.4 Limitations on Disposition. The Purchaser acknowledges that the Securitieshave not been and are not being registered under the Securities Act and may not be transferred orresold without registration under the Securities Act unless pursuant to an exemption. If thePurchaser decides to sell all or a portion of the Preferred Shares, the Purchaser shall give theCompany thirty (30) days written notice of his intent to sell, so that the Company may elect toredeem such shares prior to the sale and transfer by the Purchaser; since the Company is entitledto such redemption pursuant to the terms of this Agreement’s Exhibit A. If the Company elects toredeem the Preferred Shares pursuant to this Section 1.4 and Exhibit A, the Company must providethe Purchaser written notice within fifteen (15) days of the Purchaser’s notice of his intent tosell.     e. 1.5 Legend. The Purchaser understands that the certificates representing theSecurities may bear at issuance a restrictive legend in substantially the following form:**“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACTOF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BEOFFERED OR SOLD UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATESECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR AN EXEMPTION FROM REGISTRATIONUNDER SUCH LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER OR SALE.”**     (k) Notwithstanding the foregoing, it is agreed that, as long as (i) the resale ortransfer (including without limitation a pledge) of such Securities is registered pursuant to aneffective registration statement and the Purchaser represents in writing to the Company that suchSecurities have been or are being sold pursuant to such registration statement; (ii) suchSecurities have been publicly sold pursuant to Rule 144 (“Rule 144”) and the Purchaser hasdelivered to the Company customary Rule 144 broker’s and seller’s
 

 
representation letters; or (iii)such Securities can be publicly sold pursuant to Rule 144(k) under the Securities Act, suchSecurities shall be issued without any legend or other restrictive language and, with respect tothe certificates upon which such legend is stamped, the Company shall issue new certificateswithout such legend to the holder promptly upon request.     f. 1.6 Acknowledgement of Dilution. The Company acknowledges that the issuance ofthe Conversion Shares may result in substantial dilution to the holders of the outstanding sharesof Common Stock, which dilution may be substantial under certain market conditions.     g. 1.7 Acknowledgment Regarding the Buyer’s Purchase of Preferred Shares. TheCompany acknowledges and agrees that the Purchaser is acting solely in the capacity of arm’s lengthpurchaser with respect to the transactions contemplated herein. The Company further acknowledgesthat the Purchaser is not acting as a financial advisor or fiduciary of the Company (or in anysimilar capacity) with respect to the transactions contemplated herein and any advice given by thePurchaser or any of his respective representatives or agents in connection with the transactionscontemplated here is merely incidental to the Purchaser’s purchase of the Securities. The Companyfurther represents to the Purchaser that the Company’s decision to enter into this Agreement hasbeen based solely on an independent evaluation by the Company and its representatives.**(g) 2. COVENANTS OF THE COMPANY**     a. 2.1 Corporate Existence. The Company shall, so long as the Purchaser or anyaffiliate of the Purchaser beneficially owns any Securities, maintain its corporate existence ingood standing under the jurisdiction of its incorporation and shall pay all taxes owed by it whendue except for taxes which the Company reasonably disputes.     b. 2.2 Provision of Information. The Company shall, so long as the Purchaser or anyaffiliate of the Purchaser beneficially owns any Securities, provide the Purchaser with copies ofall materials sent to stockholders, in each such case at the same time that it mails such materialsto its stockholders.     c. 2.3 Reporting Status. As long as the Purchaser or any affiliate of the Purchaserbeneficially owns any Securities and until the date on which any of the foregoing may be sold tothe public pursuant to Rule 144(k) (or any successor rule or regulation), (i) the Company shalltimely file with the Commission all reports required to be so filed pursuant to the Exchange Act of1934, as amended (the “Exchange Act”) and (ii) the Company shall not terminate its statusas an issuer required by the Exchange Act to file reports there under even if the Exchange Act orthe rules or regulations there under would permit such termination.     d. 2.4 Reservation of Common Stock. The Company shall at all times have authorizedand reserved for issuance to the Purchaser a sufficient number of Conversion Shares, free from anypreemptive rights, equal to the maximum number of Conversion Shares to be issued pursuant to thisAgreement.     e. 2.5 Dilutive Effect. The Company acknowledges its absolute and unconditionalobligation to issue, and covenants to issue, Conversion Shares upon conversion of the PreferredShares in accordance with this Agreement regardless of the dilutive effect that such issuance mayhave on the ownership interest of other stockholders of the Company.     f. 2.6 Protective Provision. For so long as the Purchaser or any affiliate of thePurchaser beneficially owns all of the Preferred Shares, the Company and its Board of Directors maynot take, cause to be taken, agree to take or enter into any agreement to take any of the followingactions, without the holders of the Preferred Shares having the first right-of-refusal: (i) issueany additional preferred stock convertible into shares of Common Stock, (ii) alter or change therights, preferences or privileges of the Preferred Shares or create (by reclassification orotherwise) any new class or series of shares, or any other security convertible into equitysecurities, having rights, preferences or privileges senior to or on a parity
 

 
with the Preferred Shares; (iii) make or take any action or actions that result in (A) any liquidation or dissolutionof the Company or (B) merger, acquisition, sale of voting control or sale of substantially all ofthe assets of the Company in which the stockholders of the Company do not own a majority of theoutstanding shares of the surviving corporation or the exclusive licensing of all or substantiallyall of the Company’s intellectual property that would have a material adverse effect on theCompany’s business or financial condition.     g. 2.7 Liquidation Preference. In the event of any liquidation, dissolution, orwinding up of the affairs of the Company, whether voluntary or involuntary, the holders of thePreferred Shares then outstanding shall be entitled to be paid first out of the assets of theCompany available for distribution to holders of the Company’s capital stock an amount perPreferred Share equal to the original purchase price of such Preferred Share or the equivalent pershare value to other security holders, which ever is greater.     h.     i. 2.8 Intentional Acts or Omissions. The Company shall not intentionally performany act, which if performed, or intentionally omit to perform any act, which if omitted to beperformed, would prevent or excuse the performance of any provision of this Agreement or any of thetransactions contemplated hereby.**(h) 3. COMPANY REPRESENTATIONS AND WARRANTIES**     (l) In connection with the purchase of the Preferred Shares by the Purchaser, as ofeach applicable Closing Date, the Company represents and warrants to the Purchaser as follows:     a. 3.1 Organization. The Company is a corporation duly organized, validly existingand in good standing under the laws of its jurisdiction of incorporation, with full corporate powerand authority to conduct its business as it is now being conducted, to own or use the propertiesand assets that it purports to own or use, and to perform all its obligations under its materialcontracts. The Company is duly qualified to do business as a foreign corporation and is in goodstanding under the laws of each state or other jurisdiction in which either the ownership or use ofthe properties owned or used by it, or the nature of the activities conducted by it, requires suchqualification, except where such failure to so qualify or be in good standing would not have amaterial adverse effect on the Company’s business or business prospects.     b. 3.2 Capitalization. The authorized equity securities of the Company consist ofone hundred million (100,000,000) shares of Common Stock and ten million (10,000,000) shares ofpreferred stock, $.001 par value per share, of which no Preferred were issued and outstanding priorto the Closing. As of the Closing, the Purchaser will be the record and beneficial holder of allthe issued and outstanding Preferred Shares. Except as disclosed in its minutes and/or as reportedin the Company’s filings with the SEC, there are no outstanding options, warrants, or othersecurities convertible into shares of the Company’s capital stock, and there are no contractsrelating to the issuance, sale or transfer of any equity securities or other securities of theCompany. None of the outstanding equity securities of the Company was issued in violation of theSecurities Act of 1933, as amended (the “SecuritiesAct”), or any other applicableFederal and state securities laws.     c. 3.3 Valid Issuance. Upon execution and delivery by the Company and the Purchaser,this Agreement constitutes the legal, valid and binding obligation of the Company, enforceableagainst it in accordance with its terms. The Company’s Board of Directors, by the requisite vote ofsuch directors, (i) has determined that the issuance and sale of the Securities hereunder, and theconsummation of the transactions contemplated hereby, are in the best interests of the Company and(ii) has approved the issuance of the Securities contained herein. The Company has all necessarylegal capacity to enter into this Agreement and to perform its obligations hereunder. ThePreferred Shares underlying this Agreement have been duly authorized in accordance with the termshereof, (i) will be duly and validly authorized, fully paid and non-assessable, free and clear ofany taxes, liens, claims, preemptive or similar rights or encumbrances imposed by or through theCompany (collectively, “Encumbrances”), (ii) based in part upon the
 

 
representations of the Purchaser in this Agreement, have been authorized and issued in compliance with all applicableFederal and state securities laws; and (iii) are entitled to all of the rights, preferences andprivileges set forth in Exhibit A to this Agreement. The Conversion Shares are dulyauthorized and reserved for issuance and, when issued upon conversion of the Preferred Shares inaccordance with the terms of the Certificate of Designations, will be duly and validly issued,fully paid and non-assessable, free and clear of any Encumbrances.     d. 3.4 No Conflict with Transaction. To the best of the Company’s knowledge neitherthe execution and delivery of this Agreement nor the consummation or performance of any of thetransactions contemplated hereby or thereby will, directly or indirectly (with or without notice orlapse of time): (i) breach (A) any provision of any of the Company’s Amended and Restated Articlesof Incorporation or Bylaws, as amended, or (B) any resolution adopted by the Board of Directors orthe shareholders; (ii) breach or give any governmental body or other person the right to challengeany of the transactions contemplated hereby or to exercise any remedy or obtain any relief to whichthe Company may be subject; (iii) contravene, conflict with or result in a violation or breach ofany of the terms or requirements of, or give any governmental body the right to revoke, withdraw,suspend, cancel, terminate or modify, any authorization that is held by the Company or thatotherwise relates to the material assets or to the business of the Company; (iv) breach anyprovision of, or give any person the right to declare a default or exercise any remedy under, or toaccelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, anymaterial contract of the Company; (v) result in the imposition or creation of any materialencumbrance upon or with respect to any of the Company’s material assets; or (vi) result in anyshareholder of the Company having the right to exercise dissenters’ appraisal rights. In addition,the Company is not required to give any notice to or obtain any consent from any person inconnection with the execution and delivery of this Agreement or the consummation or performance ofany of the transactions contemplated hereby.     e. 3.5 No Existing Conflict. The Company to the best of its knowledge is not inviolation of any provisions of its Articles of Incorporation or Bylaws or any other governingdocument as amended and in effect on and as of the date hereof or in default (and no event hasoccurred which, with notice or lapse of time or both, would constitute a default) under anyprovision of any instrument or contract to which it is a party or by which it is bound of anyprovision of any Federal, state or foreign judgment, writ, decree, order, statute, rule orgovernmental regulation applicable to the Company, which violation or default could reasonably beexpected to have a material adverse effect on the business, properties, operations, financialcondition, liabilities, results of operations or prospects of the Company.     f. 3.6 Financial Statements. The Company has delivered to Purchaser: (i) an auditedbalance sheet of the Company as at [June 30, 2005] (including the notes thereto, the “BalanceSheet”), and the related audited statements of income, changes in stockholders’ equity and cashflows for the fiscal year then ended, including in each case the notes thereto, together with thereport thereon of Carver, Moquist & O’Conner, independent certified public accountants; (ii) theaudited balance sheets of the Company as at June 30 in each of the fiscal years [2004 and 2005],and the related audited statements of income, changes in shareholders’ equity and cash flows foreach of the past three fiscal years then ended, including in each case the notes thereto togetherwith the report thereon of Carver, Moquist & O’Conner, independent certified public accountants; assuch information is filed in connection with the Company’s Annual Report on Form 10-K filed withthe Commission on October 13, 2005, and (iii) an unaudited balance sheet of the Company as at[December 31, 2005], (the “Interim Balance Sheet”) and the related unaudited statements ofincome, changes in shareholders’ equity, and cash flows for the three months then ended, includingin each case, the notes thereto, certified by the Company’s Chief Financial Officer. Suchfinancial statements provided pursuant to this Section 3.6 fairly present the financialcondition and the results of operations, changes in shareholders’ equity and cash flows of theCompany as at the respective dates of and for the periods referred to in such financial statements,all in accordance with GAAP. The financial statements referred to in this Section 3.6reflect and will reflect the consistent application of such accounting principles throughout theperiods involved, except as disclosed in the notes to such financial statements. The financialstatements have been and will be prepared from and are in accordance with the accounting records ofthe Company
 

 
     g. 3.7 Absence of Material Adverse Changes. Since the end of the most recent fiscalquarter for which the Company has filed with the Commission its report on Form 10-Q (or Form 10-K,whichever is most recent), there has been no undisclosed material adverse change and no materialadverse development in the business, properties, operations, financial condition, liabilities,results of operations or prospects of the Company. The Company has not taken any steps, and doesnot currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor doesthe Company have any knowledge that its creditors intend to initiate involuntary bankruptcyproceedings or any knowledge of any fact which would reasonably lead a creditor to do so.     h. 3.8 Undisclosed Liabilities. The Company has no liability that would be requiredto be disclosed by the Company under applicable securities laws on a registration statement filedwith the Commission except for liabilities reflected or reserved against in the Balance Sheet orthe Interim Balance Sheet and current liabilities incurred in the ordinary course of business ofthe Company since the date of the Interim Balance Sheet.     i. 3.9 Compliance with the Commission and Other Legal Requirements. The Company isin full compliance with all federal, state and local legal requirements as required of a “publiccompany” as applicable to it or to the conduct or operation of its business or the ownership or useof any of its assets, and the Company is not aware of any event or circumstance which has alikelihood of threatening such compliance. In addition, the Company has timely filed all reportsrequired under the Exchange Act, unless otherwise granted an extension by the Commission, and, atthe time of each filing, such reports complied in all material respects with the requirements ofthe Exchange Act and the rules and regulations of the SEC promulgated there under and did notcontain any untrue statement of a material fact or omit to state a material fact required to bestated therein or necessary in order to make the statements therein, in light of the circumstancesunder which they were made, not misleading.     j. 3.10 Intellectual Property Rights. The Company owns or possesses adequate rightsor licenses to use all trademarks, trade names, service marks, service mark registrations, servicenames, patents, patent rights, copyrights, inventions, licenses, approvals, governmentalauthorizations, trade secrets and rights necessary to conduct its businesses as now conducted.None of the Company’s trademarks, trade names, service marks, service mark registrations, servicenames, patents, patent rights, copyrights, inventions, licenses, approvals, governmentauthorizations, trade secrets or other intellectual property rights have expired or terminated, orare expected to expire or terminate within two years from the date of this Agreement. The Companydoes not have any knowledge of any infringement by the Company of trademarks, trade name rights,patents, patent rights, copyrights, inventions, licenses, service names, service marks, servicemark registrations, trade secrets or other similar rights of others, or of any such development ofsimilar or identical trade secrets or technical information by others, and no claim, action orproceeding has been made or brought against, or to the Company’s knowledge, has been threatenedagainst, the Company regarding trademarks, trade name rights, patents, patent rights, inventions,copyrights, licenses, service names, service marks, service mark registrations, trade secrets orother infringements; and the Company is unaware of any facts or circumstances which might give riseto any of the foregoing. The Company has taken reasonable security measures to protect thesecrecy, confidentiality and value of all of its intellectual properties.     k. 3.11 Absence of Litigation. Except as disclosed in the Company’s public filingwith the Commission, there is no action, suit, proceeding, inquiry or investigation before or byany court, public board, government agency, self-regulatory organization or body pending or, to theknowledge of the Company, threatened against or affecting the Company, the Common Stock or theofficers or directors of the Company in their capacities as such.**(i) 4. CONDITIONS TO PURCHASER’S OBLIGATION**     (m) The obligations of the Purchaser to purchase the Preferred Shares are subject tothe satisfaction or waiver, prior to the closing:
 

 
     a. 4.1 Representation and Warranties. The representations and warranties of theCompany contained in Section 3 shall be true and correct in all respects on and as of the ClosingDate.     b. 4.2 Performance. The Company shall have performed or fulfilled all agreements,obligations and conditions contained herein required to be performed or fulfilled by the Company asof the Closing Date.     c. 4.3 Securities Law Compliance. The Company shall have complied with, and theoffer and sale of the Securities pursuant to this Agreement shall be effective under, all federaland state securities laws applicable thereto.     d. 4.4 Approval by the Company’s Board of Directors. The Board of Directors of theCompany shall have adopted resolutions authorizing the execution and delivery of this Agreement bythe Company, the authorization and issuance of the Preferred Shares, and each of the otherdocuments and transactions contemplated by this Agreement.     e. 4.5 Applicable Securities Filings. The Company shall make or has made all filingsunder all applicable federal and state securities laws necessary to consummate the issuance of theSecurities pursuant to the Agreement and in compliance with such laws.     f. 4.6 Required Consents. All consents, approvals and actions of, filings with andnotices to any governmental or regulatory authority or third party necessary to permit thePurchaser and the Company to perform their obligations under the Agreement and to consummate thetransactions contemplated hereby shall have been duly obtained, made or given, and shall not besubject to the satisfaction of any condition that has not been satisfied or waived as of theapplicable Closing Date.     g. 4.7 Lack of Pending Orders or Proceedings. There shall not be in effect any orderrestraining, enjoining, or otherwise prohibiting the consummation of the transactions contemplatedby this Agreement, and there shall not be pending or threatened on the applicable Closing Date anyaction or proceeding before or by any governmental or regulatory authority that could reasonably beexpected to result in the issuance of any such order.**(j) 5. INDEMNIFICATION**     a. 5.1 Company’s Obligations. In consideration of the Purchaser’s execution anddelivery of this Agreement and purchase of the Securities, the Company (in addition to its otherobligations herein) shall indemnify, defend, protect and hold harmless the Purchaser, and hisemployees, agents and representatives, (collectively, the “Indemnitees”), from and againstany and all actions, causes of actions, suits, claims, losses, costs, penalties, fees, liabilitiesand damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is aparty to the action for which indemnification hereunder is sought), and including reasonableattorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by anyIndemnitee as a result of, or arising out of, or relating to (i) any material misrepresentation orbreach of any material representation or warranty made by the Company in this Agreement or anyother certificate, instrument or document contemplated hereby, (ii) any material breach of anycovenant, agreement or obligation of the Company contained in this Agreement or any othercertificate, instrument or document contemplated hereby or (iii) any cause of action, suit or claimbrought or made against such Indemnitee (other than a cause of action, suit or claim which is (A)brought or made by the Company and is not a shareholder derivative suit or (B) to the extent thePurchaser receives material nonpublic information concerning the Company as a result of carryingout any obligations imposed by this Agreement and such cause of action, suit or claim is based uponthe Purchaser’s failure to comply with all applicable provisions of Federal securities laws withrespect to trading securities of the Company based on such material nonpublic information) andarising out of or resulting from the execution, performance or enforcement of this Agreement.     b.     c.
 

 
**(k) 6. MISCELLANEOUS**     a. 6.1 Survival. The covenants, representations and warranties and indemnificationobligations made by the parties herein shall survive the Closing notwithstanding any due diligenceinvestigation made by or on behalf of the Purchaser. If any provision of this Agreement becomes oris declared by a court of competent jurisdiction to be illegal, unenforceable or void, thisAgreement shall continue in full force and effect without that provision; provided that in suchcase the parties shall negotiate in good faith to replace such provision with a new provision whichis not illegal, unenforceable or void, as long as such new provision does not materially change theeconomic benefits of this Agreement to the parties.     b. 6.2 Successors and Assigns. The terms and conditions of this Agreement shallinure to the benefit of and be binding upon the respective successors and permitted assigns of theparties. Nothing in this Agreement, express or implied, is intended to confer upon any party otherthan the parties hereto or their respective successors and permitted assigns any rights, remedies,obligations or liabilities under or by reason of this Agreement, except as expressly provided inthis Agreement. The Purchaser may assign its rights and obligations hereunder, in connection withany private sale or transfer of Securities, as long as, a condition precedent to such transfer, thetransferee executes an acknowledgment agreeing to be bound by the applicable provisions of thisAgreement.     c. 6.3 No Reliance. Each party acknowledges that (i) it has such knowledge inbusiness and financial matters as to be fully capable of evaluating this Agreement, the otherTransaction Documents and the transactions contemplated hereby and thereby, (ii) it is not relyingon any advice or representation of the other party in connection with entering into this Agreement,(iii) it has not received from such party any assurance or guarantee as to the merits (whether legal, regulatory, tax, financial orotherwise) of entering into this Agreement or the performance of its obligations hereunder, and(iv) it has consulted with its own legal, regulatory, tax, business, investment, financial andaccounting advisors to the extent that it has deemed necessary, and has entered into this based onits own independent judgment and on the advice of its advisors as it has deemed necessary, and noton any view (whether written or oral) expressed by such party.     d. 6.4 Injunctive Relief. The Company acknowledges that a breach by it of itsobligations hereunder will cause irreparable harm to the Purchaser and that the remedy or remediesat law for any such breach will be inadequate and agrees, in the event of any such breach, inaddition to all other available remedies, to an injunction restraining any breach and requiringimmediate and specific performance of such obligations without the necessity of showing economicloss.     e. 6.5 Governing Law; Jurisdiction. This Agreement shall be governed by andconstrued under the laws of the State of Colorado.     f. 6.6 Term. The term of this Agreement shall be until the Purchaser converts thePreferred Shares underlying this Agreement to shares of Common Stock, or the Preferred Shares arefully redeemed by the Company.     g. 6.7 Notices. Any notice, demand or request required or permitted to be given byany party to any other party pursuant to the terms of this Agreement shall be in writing and shallbe deemed given (i) immediately upon receipt when delivered personally or by verifiable facsimiletransmission (with an original to follow) on or before 5:00 p.m., Mountain time, on a Business Dayor, if such day is not a Business Day, on the next succeeding Business Day, (ii) on the nextBusiness Day after timely delivery to a nationally-recognized overnight courier; and (iii) on theBusiness Day actually received if deposited in the U.S. mail (certified or registered mail, returnreceipt requested, postage prepaid), addressed to the parties as follows:
 

 
Kolorfusion International, Inc