Lithium Exploration Group Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






PURCHASE AGREEMENT 

               
THIS PURCHASE AGREEMENT, dated as of February 23, 2014, is entered into by
and among Lithium Exploration Group, Inc., a Nevada corporation (the “Company”),
and JSJ Investments Inc. (the “Purchaser”). 

W I T N E S S E T H: 

               
WHEREAS, the Company and the Purchaser are executing and delivering this
Agreement in accordance with and in reliance upon the exemption from securities
registration for offers and sales to accredited investors afforded, inter alia,
by Rule 506 under Regulation D (“Regulation D”) as promulgated by the United
States Securities and Exchange Commission (the “SEC”) under the Securities Act
of 1933, as amended (the “1933 Act”), and/or Section 4(2) of the 1933 Act; and


               
WHEREAS, the Purchaser wishes to purchase a 12% Convertible Promissory
Note of the Company (the “Note”), subject to and upon the terms and conditions
of this Agreement and acceptance of this Agreement by the Company, on the terms
and conditions referred to herein. 

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

	1.	AGREEMENT TO PURCHASE; PURCHASE PRICE.
    
	 	 
	a.	Purchase. 


               
(i)               
Subject to the terms and conditions of this Agreement and the other Transaction
Documents, the Purchaser hereby agrees to purchase a Note in the aggregate
amount of $100,000 (the “Purchase Amount”), which Note shall be funded and
issuable as follows: 

               
(a)               
$100,000 of the Note shall be funded and issued by February 28, 2014. 

               
(ii)              
The Note referred to herein shall be in the form of Annex I annexed
hereto. 

               
(iii)             
In consideration for the Purchaser agreeing to Purchase the Note, the Company
agrees to issue to the Purchaser the Warrants (as defined herein) in the form of
Annex II hereto. Additional provisions relating to the Warrants are
provided below. 

               
(iv)              
The purchase of the Note and the issuance of the Warrants to the Purchaser and
the other transactions contemplated hereby are sometimes referred to herein and
in the other Transaction Documents as the purchase and sale of the
Securities (as defined below), and are referred to collectively as the
“Transactions”. 

Page 1 





               
b.              
Certain Definitions. As used herein, each of the following terms has the
meaning set forth below, unless the context otherwise requires: 

              
“Affiliate” means, with respect to a specific Person referred to in the relevant
provision, another Person who or which controls or is controlled by or is under
common control with such specified Person. 

              
“Certificate” means the original signed Notes duly executed by the Company. 

              
“Closing Date” means the date of the closing of the issuance of Notes. 

              
“Common Stock Equivalents” means any securities of the Company or the
Subsidiaries which would entitle the holder thereof to acquire at any time
Common Stock, including without limitation, any debt, preferred stock, rights,
options, warrants or other instrument that is at any time convertible into or
exchangeable for, or otherwise entitles the holder thereof to receive, Common
Stock. 

              
“Company Control Person” means each director, executive officer, promoter, and
such other Persons as may be deemed in control of the Company pursuant to Rule
405 under the 1933 Act or Section 20 of the 1934 Act (as defined below). 

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

              
“Holder” means the Person holding the relevant Securities at the relevant time.


              
“Last Audited Date” means June 30, 2012. 

              
“Purchaser Control Person” means each director, executive officer, promoter, and
such other Persons as may be deemed in control of the Purchaser pursuant to Rule
405 under the 1933 Act or Section 20 of the 1934 Act. 

              
“Material Adverse Effect” means an event or combination of events, which
individually or in the aggregate, would reasonably be expected to (w) adversely
affect the legality, validity or enforceability of the Securities or any of the
Transaction Documents, (x) have or result in a material adverse effect on the
results of operations, assets, prospects, or condition (financial or otherwise)
of the Company and its subsidiaries, taken as a whole, (y) adversely impair the
Company's ability to perform fully on a timely basis its obligations under any
of the Transaction Documents or the transactions contemplated thereby, or (z)
materially and adversely affect the value of the rights granted to the Purchaser
in the Transaction Documents. 

              
“Person” means any living person or any entity, such as, but not necessarily
limited to, a corporation, partnership or trust. 

Page 2 




              
“Principal Trading Market” means the Over the Counter Bulletin Board or such
other market on which the Common Stock is principally traded at the relevant
time. 

              
“Securities” means the Note, the Warrants, the Warrant Shares, and any shares of
common stock of the Company that may be issued to the Purchaser in connection
with any other agreements between the parties. 

              
“Shares” means the shares of representing any or all of common shares underlying
the Note and the Warrant Shares.

              
“State of Incorporation” means Nevada. 

              
“Subsidiary” means any subsidiary of the Company. 

              
“Trading Day” means any day during which the Principal Trading Market shall be
open for business. 

              
“Transfer Agent” means, at any time, the transfer agent for the Company’s Common
Stock. 

              
“Transaction Documents” means this Purchase Agreement, the Note, the form of
Warrant and includes all ancillary documents referred to in those agreements.


              
“Warrants” means, collectively, share purchase warrants entitling the Purchaser
to acquire Shares of the Company’s common stock, and the number of Warrants
issuable shall be determined by the Purchase Amount divided by the conversion
price of the Notes on the initial Closing Date, multiplied by 150%. 

              
“Warrant Shares” means shares of Common Stock underlying the Warrants. 

              
c.              
Form of Payment; Delivery of Certificates.

              
(i)             
The Purchaser shall pay the Purchase Amount by delivering immediately available
good funds in United States Dollars to the Company on the applicable Closing
Date.

              
(ii)             On
the applicable Closing Date, the Company shall deliver the Certificates and the
Warrants, each duly executed on behalf of the Company to the Purchaser. 

              
(iii)            By
signing this Agreement, each of the Purchaser and the Company agrees to all of
the terms and conditions of the Transaction Documents, all of the provisions of
which are incorporated herein by this reference as if set forth in full. 

              
d.              
Method of Payment. Payment of the Purchase Amount shall be made by wire
transfer of funds to:

 Page 3 




Account Name: Lithium Exploration Group
Account Address: 3200
N. Hayden Road Suite 235 Scottsdale, AZ 85251 
ABA Routing Number: 122100024

Account Number: 943483230 
Bank Name: JPMORGAN CHASE BANK 

              
2.     PURCHASER REPRESENTATIONS, WARRANTIES, ETC.;
ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. 

              
The Purchaser represents and warrants to, and covenants and agrees with, the
Company as follows: 

              
a.             
Without limiting Purchaser's right to sell the Securities pursuant to an
effective registration statement or otherwise in compliance with the 1933 Act,
the Purchaser is purchasing the Securities for its own account for investment
only and not with a view towards the public sale or distribution thereof and not
with a view to or for sale in connection with any distribution thereof. 

              
b.             
The Purchaser is (i) an “accredited investor” as that term is defined in
Rule 501 of the General Rules and Regulations under the 1933 Act by reason of
Rule 501(a)(3), (ii) experienced in making investments of the kind described in
this Agreement and the related documents, (iii) able, by reason of the business
and financial experience of its officers (if an entity) and professional
advisors (who are not affiliated with or compensated in any way by the Company
or any of its Affiliates or selling agents), to protect its own interests in
connection with the transactions described in this Agreement, and the related
documents, and to evaluate the merits and risks of an investment in the
Securities, and (iv) able to afford the entire loss of its investment in the
Securities. 

              
c.             
All subsequent offers and sales of the Securities by the Purchaser shall be made
pursuant to registration of the relevant Securities under the 1933 Act or
pursuant to an exemption from registration. 

              
d.             
The Purchaser understands that the Securities are being offered and sold to
it in reliance on specific exemptions from the registration requirements of the
1933 Act and state securities laws and that the Company is relying upon the
truth and accuracy of, and the Purchaser's compliance with, the representations,
warranties, agreements, acknowledgments and understandings of the Purchaser set
forth herein in order to determine the availability of such exemptions and the
eligibility of the Purchaser to acquire the Securities. 

              
e.             
The Purchaser and its advisors, if any, have been furnished with or have been
given access to 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 Purchaser, including those set forth on in any
annex attached hereto. The Purchaser and its advisors, if any, have been
afforded the opportunity to ask questions of the Company and its management and have received complete and satisfactory answers
to any such inquiries. Without limiting the generality of the foregoing, the
Purchaser has also had the opportunity to obtain and to review the Company's
filings on EDGAR (collectively, the “Company's SEC Documents”). 

Page 4 




              
f.             
The Purchaser understands that its investment in the Securities involves a
high degree of risk. 

              
g.            
The Purchaser hereby represents that, in connection with its purchase of the
Securities, it has not relied on any statement or representation by the Company
or any of its officers, directors and employees or any of their respective
attorneys or agents, except as specifically set forth herein.

              
h.             
The Purchaser understands that no United States federal or state agency or
any other government or governmental agency has passed on or made any
recommendation or endorsement of the Securities. 

              
i.             
This Agreement and the other Transaction Documents to which the Purchaser is
a party, and the transactions contemplated thereby, have been duly and validly
authorized, executed and delivered on behalf of the Purchaser and are valid and
binding agreements of the Purchaser enforceable in accordance with their
respective terms, subject as to enforceability to general principles of equity
and to bankruptcy, insolvency, moratorium and other similar laws affecting the
enforcement of creditors' rights generally. 

              
3.             
COMPANY REPRESENTATIONS, ETC. The Company represents and warrants to the
Purchaser as of the date hereof and as of the Closing Date. 

              
a.             
Rights of Others Affecting the Transactions. There are no preemptive rights
of any shareholder of the Company, as such, to acquire the Note, or any shares
of the Company’s common stock that may be issued to the Purchaser in connection
with any other agreements between the parties, in the event such shares are
issued. No party other than a Purchaser has a currently exercisable right of
first refusal which would be applicable to any or all of the transactions
contemplated by the Transaction Documents. 

              
b.             
Status. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada and has the requisite
corporate power to own its properties and to carry on its business as now being
conducted. The Company is duly qualified as a foreign corporation to do business
and is in good standing in each jurisdiction where the nature of the business
conducted or property owned by it makes such qualification necessary, other than
those jurisdictions in which the failure to so qualify would not have or result
in a Material Adverse Effect. The Company has registered its stock and is
obligated to file reports pursuant to Section 12 or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the “1934 Act”). The Common Stock
is, or immediately following the Closing Date will be, quoted on the Principal
Trading Market. The Company has received no notice, either oral or written, with
respect to the continued eligibility of the Common Stock for such quotation on the Principal Trading Market, and the Company has maintained
all requirements on its part for the continuation of such quotation.

Page 5 




              
c.             
Authorized Shares.

              
(i)             
The authorized capital stock of the Company consists of 500,000,000 shares of
Common Stock, $0.001 par value. 

              
(ii)             The
Company has sufficient authorized and unissued shares of Common Stock as may be
necessary to effect the issuance of the Shares on the Closing Date.

              
(iii)            As of
the Closing Date, the Shares shall have been duly authorized by all necessary
corporate action on the part of the Company, and, when issued on the Closing
Date or pursuant to other relevant provisions of the Transaction Documents, in
each case in accordance with their respective terms, will be duly and validly
issued, fully paid and non-assessable and will not subject the Holder thereof to
personal liability by reason of being such Holder. 

              
d.             
Transaction Documents and Stock. This Agreement and each of the other
Transaction Documents, and the transactions contemplated thereby, have been duly
and validly authorized by the Company, this Agreement has been duly executed and
delivered by the Company and this Agreement is, and the Note and each of the
other Transaction Documents, when executed and delivered by the Company, will
be, valid and binding agreements of the Company enforceable in accordance with
their respective terms, subject as to enforceability to general principles of
equity and to bankruptcy, insolvency, moratorium, and other similar laws
affecting the enforcement of creditors' rights generally. 

              
e.             
Noncontravention. The execution and delivery of this Agreement and each of
the other Transaction Documents by the Company, the issuance of the Securities,
and the consummation by the Company of the other transactions contemplated by
this Agreement, each of the Notes and the other Transaction Documents do not and
will not conflict with or result in a breach by the Company of any of the terms
or provisions of, or constitute a default under (i) the certificate of
incorporation or bylaws of the Company, each as currently in effect, (ii) any
indenture, mortgage, deed of trust, or other material agreement or instrument to
which the Company is a party or by which it or any of its properties or assets
are bound, including any listing agreement for the Common Stock except as herein
set forth, or (iii) to its knowledge, any existing applicable law, rule, or
regulation or any applicable decree, judgment, or order of any court, United
States federal or state regulatory body, administrative agency, or other
governmental body having jurisdiction over the Company or any of its properties
or assets, except such conflict, breach or default which would not have or
result in a Material Adverse Effect. 

              
f.             
Approvals. No authorization, approval or consent of any court, governmental
body, regulatory agency, self-regulatory organization, or stock exchange or
market or the shareholders of the Company is required to be obtained by the
Company for the issuance and sale of the Securities to the Purchaser as contemplated by
this Agreement, except such authorizations, approvals and consents that have
been obtained. 

Page 6 




              
g.             
Filings. None of the Company’s SEC Documents contained, at the time they
were filed, any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to make the statements
made therein in light of the circumstances under which they were made, not
misleading. 

              
h.             
Absence of Certain Changes. Since the Last Audited Date, there has been no
material adverse change and no Material Adverse Effect, except as disclosed in
the Company’s SEC Documents. Since the Last Audited Date, except as provided in
the Company’s SEC Documents, the Company has not (i) incurred or become subject
to any material liabilities (absolute or contingent) except liabilities incurred
in the ordinary course of business consistent with past practices; (ii)
discharged or satisfied any material lien or encumbrance or paid any material
obligation or liability (absolute or contingent), other than current liabilities
paid in the ordinary course of business consistent with past practices; (iii)
declared or made any payment or distribution of cash or other property to
shareholders with respect to its capital stock, or purchased or redeemed, or
made any agreements to purchase or redeem, any shares of its capital stock; (iv)
sold, assigned or transferred any other tangible assets, or canceled any debts
owed to the Company by any third party or claims of the Company against any
third party, except in the ordinary course of business consistent with past
practices; (v) waived any rights of material value, whether or not in the
ordinary course of business, or suffered the loss of any material amount of
existing business; (vi) made any increases in employee compensation, except in
the ordinary course of business consistent with past practices; or (vii)
experienced any material problems with labor or management in connection with
the terms and conditions of their employment. 

              
i.             
Full Disclosure. To the best of the Company’s knowledge, there is no fact
known to the Company (other than general economic conditions known to the public
generally or as disclosed in the Company’s SEC Documents) that has not been
disclosed in writing to the Purchaser that would reasonably be expected to have
or result in a Material Adverse Effect. 

              
j.             
Absence of Litigation. There is no action, suit, proceeding, inquiry or
investigation before or by any court, public board or body pending or, to the
knowledge of the Company, threatened against or affecting the Company before or
by any governmental authority or nongovernmental department, commission, board,
bureau, agency or instrumentality or any other person, wherein an unfavorable
decision, ruling or finding would have a Material Adverse Effect or which would
adversely affect the validity or enforceability of, or the authority or ability
of the Company to perform its obligations under, any of the Transaction
Documents. The Company is not aware of any valid basis for any such claim that
(either individually or in the aggregate with all other such events and
circumstances) could reasonably be expected to have a Material Adverse Effect.
There are no outstanding or unsatisfied judgments, orders, decrees, writs,
injunctions or stipulations to which the Company is a party or by which it or
any of its properties is bound, that involve the transaction contemplated herein
or that, alone or in the aggregate, could reasonably be expect to have a
Material Adverse Effect. 

Page 7 




              
k.             
Absence of Events of Default. Except as set forth in Section 3(e) and 3(g)
hereof, (i) neither the Company nor any of its subsidiaries is in default in the
performance or observance of any material obligation, agreement, covenant or
condition contained in any material indenture, mortgage, deed of trust or other
material agreement to which it is a party or by which its property is bound, and
(ii) no Event of Default (or its equivalent term), as defined in the respective
agreement to which the Company or its subsidiary is a party, and no event which,
with the giving of notice or the passage of time or both, would become an Event
of Default (or its equivalent term) (as so defined in such agreement), has
occurred and is continuing, which would have a Material Adverse Effect. 

              
l.             
No Undisclosed Liabilities or Events. To the best of the Company’s
knowledge, the Company has no liabilities or obligations other than those
disclosed in the Transaction Documents or the Company's SEC Documents or those
incurred in the ordinary course of the Company's business since the Last Audited
Date, or which individually or in the aggregate, do not or would not have a
Material Adverse Effect. No event or circumstances has occurred or exists with
respect to the Company or its properties, business, operations, condition
(financial or otherwise), or results of operations, which, under applicable law,
rule or regulation, requires public disclosure or announcement prior to the date
hereof by the Company but which has not been so publicly announced or disclosed.
There are no proposals currently under consideration or currently anticipated to
be under consideration by the Board of Directors or the executive officers of
the Company which proposal would (x) change the articles or certificate of
incorporation or other charter document or by-laws of the Company, each as
currently in effect, with or without shareholder approval, which change would
reduce or otherwise adversely affect the rights and powers of the shareholders
of the Common Stock or (y) materially or substantially change the business,
assets or capital of the Company, including its interests in subsidiaries. 

              
m.            
No Integrated Offering. Neither the Company nor any of its Affiliates nor
any Person acting on its or their behalf has, directly or indirectly, at any
time since December 31, 2007, made any offer or sales of any security or
solicited any offers to buy any security under circumstances that would
eliminate the availability of the exemption from registration under Regulation D
in connection with the offer and sale of the Securities as contemplated hereby.


              
n.             
Dilution. Any shares of the Company’s common stock issued to the Purchaser
in connection with any agreements between the parties hereto, in the event such
shares are issued may have a dilutive effect on the ownership interests of the
other shareholders (and Persons having the right to become shareholders) of the
Company. The Company's executive officers and directors have studied and fully
understand the nature of the Securities being sold hereby and recognize that
they have such a potential dilutive effect. The board of directors of the
Company has concluded, in its good faith business judgment, that such issuance
is in the best interests of the Company. 

              
o.             
Confirmation. The Company confirms that all statements of the Company
contained herein shall survive acceptance of this Agreement by the Purchaser.
The Company agrees that, if any events occur or circumstances exist prior to the
Closing Date or the release of the Purchase Amount to the Company which would make
any of the Company’s representations, warranties, agreements or other
information set forth herein materially untrue or materially inaccurate as of
such date, the Company shall immediately notify the Purchaser (directly or
through its counsel, if any) in writing prior to such date of such fact,
specifying which representation, warranty or covenant is affected and the
reasons therefor. 

Page 8 




              
p.             
Authorization; Enforcement. The Company has the requisite corporate power
and authority to enter into and to consummate the transactions contemplated by
each of the Transaction Documents and otherwise to carry out its obligations
thereunder. The execution and delivery of each of the Transaction Documents by
the Company and the consummation by it of the transactions contemplated thereby
have been duly authorized by all necessary action on the part of the Company and
no further action is required by the Company in connection therewith. Each
Transaction Agreement has been (or upon delivery will have been) duly executed
by the Company and, when delivered in accordance with the terms hereof, will
constitute the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors’ rights generally and (ii) as
limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies. 

              
q.             
SEC Reports; Financial Statements. Other than as previously disclosed to the
Purchaser, the Company has filed all reports required to be filed by it under
the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the
two years preceding the date hereof (or such shorter period as the Company was
required by law to file such material) (the foregoing materials, including the
exhibits thereto, being collectively referred to herein as the “SEC Reports”) on
a timely basis or has received a valid extension of such time of filing and has
filed any such SEC Reports prior to the expiration of any such extension. As of
their respective dates, the SEC Reports complied in all material respects with
the requirements of the Exchange Act and the rules and regulations of the
Commission promulgated thereunder, and none of the SEC Reports, when filed,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. The financial statements of the Company comply in all material
respects with applicable accounting requirements and the rules and regulations
of the Commission with respect thereto as in effect at the time of filing. Such
financial statements have been prepared in accordance with United States
generally accepted accounting principles applied on a consistent basis during
the periods involved (“GAAP”), except as may be otherwise specified in such
financial statements or the notes thereto and except that unaudited financial
statements may not contain all footnotes required by GAAP, and fairly present in
all material respects the financial position of the Company and its consolidated
subsidiaries as of and for the dates thereof and the results of operations and
cash flows for the periods then ended, subject, in the case of unaudited
statements, to normal, immaterial, year-end audit adjustments. 

Page 9 




               r.             
Sarbanes-Oxley; Internal Accounting Controls. The Company is in material
compliance with all provisions of the Sarbanes-Oxley Act of 2002 which are
applicable to it as of the Closing Date. The Company and the Subsidiaries
maintain a system of internal accounting controls sufficient 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
GAAP 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. The Company has established disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and
designed such disclosure controls and procedures to ensure that material
information relating to the Company, including its Subsidiaries, is made known
to the certifying officers by others within those entities, particularly during
the period in which the Company's most recently filed periodic report under the
Exchange Act, as the case may be, is being prepared. The Company's certifying
officers have evaluated the effectiveness of the Company's controls and
procedures as of the date prior to the filing date of the most recently filed
periodic report under the Exchange Act (such date, the “Evaluation Date”). The
Company presented in its most recently filed periodic report under the Exchange
Act the conclusions of the certifying officers about the effectiveness of the
disclosure controls and procedures based on their evaluations as of the
Evaluation Date. Since the Evaluation Date, there have been no significant
changes in the Company's internal controls (as such term is defined in Item
307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge,
in other factors that could significantly affect the Company's internal
controls. 

              
s.             
Tax Status. Except for matters that would not, individually or in the
aggregate, have or reasonably be expected to result in a Material Adverse
Effect, the Company and each Subsidiary has filed all necessary federal, state
and foreign income and franchise tax returns and has paid or accrued all taxes
shown as due thereon, and the Company has no knowledge of a tax deficiency which
has been asserted or threatened against the Company or any Subsidiary. 

              
t.             
No Disagreements with Accountants and Lawyers. There are no disagreements of
any kind presently existing, or reasonably anticipated by the Company to arise,
between the accountants and lawyers formerly or presently employed by the
Company and the Company is current with respect to any fees owed to its
accountants and lawyers. By making this representation the Company does not, in
any manner, waive the attorney/client privilege or the confidentiality of the
communications between the Company and its lawyers. 

              
4.             
CERTAIN COVENANTS AND ACKNOWLEDGMENTS.

              
a.             
Transfer Restrictions. The Purchaser acknowledges that (1) the Securities
have not been and are not being registered under the provisions of the 1933 Act
and, the Shares have not been and are not being registered under the 1933 Act,
and may not be transferred unless (A) subsequently registered thereunder or (B)
the Purchaser shall have delivered to the Company an opinion of counsel,
reasonably satisfactory in form, scope and substance to the Company, to the
effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration;
(2) any sale of the Securities made in reliance on Rule 144 promulgated under
the 1933 Act (“Rule 144") may be made only in accordance with the terms of said
Rule and further, if said Rule is not applicable, any resale 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 used 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 (3) neither the Company nor any other
Person is under any obligation to register the Securities (other than pursuant
to the Registration Rights Provisions) under the 1933 Act or to comply with the
terms and conditions of any exemption thereunder. 

Page 10 






              
b.             
Restrictive Legend. The Purchaser acknowledges and agrees that the
certificates and other instruments representing any of the Securities shall bear
a restrictive legend in substantially the following form (and a stop-transfer
order may be placed against transfer of any such Securities): 


	
      “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
      AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR
      OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT
      REQUIRED.” 




              
c.             
Filings. The Company undertakes and agrees to make all necessary filings in
connection with the sale of the Securities to the Purchaser under any United
States laws and regulations applicable to the Company, or by any domestic
securities exchange or trading market, and to provide a copy thereof to the
Purchaser promptly after such filing. 

              
d.             
Reporting Status. So long as the Purchaser beneficially owns any of the
Securities, the Company shall file all reports required to be filed with the SEC
pursuant to Section 13 or 15(d) of the 1934 Act, shall take all reasonable
action under its control to ensure that adequate current public information with
respect to the Company, as required in accordance with Rule 144(c)(2) of the
1933 Act, is publicly available, and shall not terminate its status as an issuer
required to file reports under the 1934 Act even if the 1934 Act or the rules
and regulations thereunder would permit such termination. The Company will take
all reasonable action under its control to maintain the continued listing and
quotation and trading of its Common Stock on the Principal Trading Market or a
listing on the NASDAQ/Small Cap or National Markets and, to the extent
applicable to it, will comply in all material respects with the Company’s
reporting, filing and other obligations under the by-laws or rules of the
Principal Trading Market and/or the National Association of Securities Dealers,
Inc., as the case may be, applicable to it for so long as the Purchaser
beneficially owns any of the Securities. 

              
e.             
Use of Proceeds. The Company will use the proceeds received hereunder
(excluding amounts paid by the Company for legal fees in connection with the
sale of the Securities) for working capital. 

Page 11 




              
f.             
Warrant. The Company agrees to issue the Warrants to the
Purchaser on the applicable Closing Dates. The form of Warrant is provided in
Annex II annexed hereto, the terms of which are incorporated herein by
reference.

              
g.            
Publicity, Filings, Releases, Etc. Each of the parties agrees
that it will not disseminate any information relating to the Transaction
Documents or the transactions contemplated thereby, including issuing any press
releases, holding any press conferences or other forums, or filing any reports
(collectively, “Publicity”), without giving the other party reasonable advance
notice and an opportunity to comment on the contents thereof. Neither party will
include in any such Publicity any statement or statements or other material to
which the other party reasonably objects, unless in the reasonable opinion of
counsel to the party proposing such statement, such statement is legally
required to be included. In furtherance of the foregoing, the Company will
provide to the Purchaser drafts of the applicable text of the first filing of a
Current Report on Form 8-K or a Quarterly or Annual Report on Form 10-Q or 10-K
intended to be made with the SEC which refers to the Transaction Documents or
the transactions contemplated thereby as soon as practicable (but at least two
(2) Trading Days before such filing will be made) will not include in such
filing any statement or statements or other material to which the other party
reasonably objects, unless in the reasonable opinion of counsel to the party
proposing such statement, such statement is legally required to be included.
Notwithstanding the foregoing, each of the parties hereby consents to the
inclusion of the text of the Transaction Documents in filings made with the SEC
as well as any descriptive text accompanying or part of such filing which is
accurate and reasonably determined by the Company’s counsel to be legally
required. Notwithstanding, but subject to, the foregoing provisions of this
Section 4(i), the Company will, after the Closing Date, promptly file a Current
Report on Form 8-K or, if appropriate, a quarterly or annual report on the
appropriate form, referring to the transactions contemplated by the Transaction
Documents. 

              
5.             
TRANSFER AGENT INSTRUCTIONS. 

              
a.             
The Company warrants that, with respect to the Securities, other than the stop
transfer instructions to give effect to Section 4(a) hereof, it will give its
transfer agent no instructions inconsistent with instructions to issue Common
Stock to the Holder as contemplated in the Transaction Documents. Nothing in
this Section shall affect in any way the Purchaser's obligations and agreement
to comply with all applicable securities laws upon resale of the Securities. If
the Purchaser provides the Company with an opinion of counsel reasonably
satisfactory to the Company that registration of a resale by the Purchaser of
any of the Securities in accordance with clause (1)(B) of Section 4(a) of this
Agreement is not required under the 1933 Act, the Company shall (except as
provided in clause (2) of Section 4(a) of this Agreement) permit the transfer or
reissue of the Shares represented by one or more certificates for Common Stock
without legend (or where applicable, by electronic registration) in such name
and in such denominations as specified by the Purchaser. 

              
b.             
The Company will authorize the Transfer Agent to give information relating to
the Company directly to the Holder or the Holder’s representatives upon the
request of the Holder or any such representative, to the extent such
information relates to (i) the status of shares of Common Stock issued or
claimed to be issued to the Holder in connection with a Notice of Exercise or
transfer of Pledged Shares to the Holder, or (ii) the aggregate number of
outstanding shares of Common Stock of all shareholders (as a group, and not
individually) as of a current or other specified date. At the request of the
Holder, the Company will provide the Holder with a copy of the authorization so
given to the Transfer Agent. 

Page 12 




              
6.             CLOSING
DATE. 

              
a.             
The respective Closing Date shall occur as indicated in Section 1(a)(1) after
each of the conditions contemplated by Sections 7 and 8 hereof shall have either
been satisfied or been waived by the party in whose favor such conditions run.


              
b.             
The closing of the Transactions shall occur on the respective Closing Date at
the offices of the Purchaser and shall take place no later than 3:00 P.M., PST,
on such day or such other time as is mutually agreed upon by the Company and the
Purchaser. 

              
7.             
CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL. 

              
The Purchaser understands that the Company's obligation to sell the Note and the
Warrants to the Purchaser pursuant to this Agreement on the Closing Date is
conditioned upon: 

              
a.             
The execution and delivery of this Agreement by the Purchaser; 

              
b.             
Delivery by the Purchaser to the Company of good funds as payment in full of an
amount equal to the Purchase Amount in accordance with this Agreement; 

              
c.             
The accuracy on such Closing Date of the representations and warranties of the
Purchaser contained in this Agreement, each as if made on such date, and the
performance by the Purchaser on or before such date of all covenants and
agreements of the Purchaser required to be performed on or before such date; and


              
d.             
There shall not be in effect any law, rule or regulation prohibiting or
restricting the transactions contemplated hereby, or requiring any consent or
approval which shall not have been obtained. 

              
8.             
CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE. 

              
The Company understands that the Purchaser’s obligation to purchase any Notes
and its acceptance of any shares of the Company’s common stock that may be
issued in connection with any agreements between the parties hereto on a Closing
Date is conditioned upon: 

Page 13 




              
a.             
The execution and delivery of this Agreement and the other Transaction Documents
by the Company; 

              
b.             
Delivery by the Company to the Purchaser of the Certificates in accordance with
this Agreement or any other agreements between the parties; 

              
c.             
The execution and delivery of the Warrants; 

              
d.             
The accuracy in all material respects on the Closing Date of the representations
and warranties of the Company contained in this Agreement, each as if made on
such date, and the performance by the Company on or before such date of all
covenants and agreements of the Company required to be performed on or before
such date;

              
e.             
The Company must be current with all required Exchange Act filings. 

              
f.             
There shall not be in effect any law, rule or regulation prohibiting or
restricting the transactions contemplated hereby, or requiring any consent or
approval which shall not have been obtained; and 

              
g.             
From and after the date hereof to and including the Closing Date, each of the
following conditions will remain in effect: (i) the trading of the Common Stock
shall not have been suspended by the SEC or on the Principal Trading Market;
(ii) trading in securities generally on the Principal Trading Market shall not
have been suspended or limited; (iii) no minimum prices shall been established
for securities traded on the Principal Trading Market; and (iv) there shall not
have been any Material Adverse Effect in regards to the Company. 

              
9.             
REGISTRATION RIGHTS 

              
If at any time after the Closing Date there is not an effective registration
statement covering all of the then issued and outstanding Shares and Warrant
Shares (the “Registrable Securities”) and the Company determines to
prepare and file with the SEC a registration statement relating to an offering
for its own account or the account of others under the Securities Act of any of
its equity securities, but excluding Forms S-4 or S-8 and similar forms which do
not permit such registration, then the Company shall send to each holder of any
of the Registrable Securities written notice of such determination and, if
within fifteen calendar days after receipt of such notice, any such holder shall
so request in writing, the Company shall include in such registration statement
all or any part of the Registrable Securities, provided that the inclusion of
such Registrable Securities will be subject to customary underwriter cutbacks
applicable to all holders of registration rights and minimum cutbacks in
accordance with guidance provided by the Securities and Exchange Commission
(including, but not limited to, Rule 415). The obligations of the Company under
this Section may be waived by any holder of any of the Registrable Securities
entitled to registration rights under this Section 9. The holders whose
Registrable Securities are included or required to be included in such
registration statement are granted the same rights, benefits, liquidated or
other damages and indemnification granted to other holders of securities
included in such registration statement. 

Page 14 




In no event shall the liability of any holder of Registrable Securities or
permitted successor in connection with any Registrable Securities included in
any such registration statement be greater in amount than the dollar amount of
the net proceeds actually received by such holder upon the sale of the
Registrable Securities sold pursuant to such registration or such lesser amount
in proportion to all other holders of Registrable Securities included in such
registration statement. All expenses incurred by the Company in complying with
Section 9, including, without limitation, all registration and filing fees,
printing expenses (if required), fees and disbursements of counsel and
independent public accountants for the Company, fees and expenses (including
reasonable counsel fees) incurred in connection with complying with state
securities or “blue sky” laws, fees of the FINRA, transfer taxes, and fees of
transfer agents and registrars, are called “Registration Expenses.” All
underwriting discounts and selling commissions applicable to the sale of
Registrable Securities are called "Selling Expenses." The Company will pay all
Registration Expenses in connection with the registration statement under
Section 9. Selling Expenses in connection with each registration statement under
Section 9 shall be borne by the holder and will be apportioned among such
holders in proportion to the number of Registrable Securities included therein
for a holder relative to all the securities included therein for all selling
holders, or as all holders may agree. It shall be a condition precedent to the
obligations of the Company to complete the registration pursuant to this
Agreement with respect to the Registrable Securities of a particular holder that
such holder shall furnish to the Company in writing such information and
representation letters, including a completed form of a securityholder
questionnaire, with respect to itself and the proposed distribution by it as the
Company may reasonably request to assure compliance with federal and applicable
state securities laws. Shares shall cease to be Registrable Securities pursuant
to this Section 9 upon the earliest to occur of the following: (A) a sale
pursuant to a registration statement or Rule 144 under the Securities Act (in
which case, only such security sold by the holder shall cease to be a
Registrable Security); or (B) becoming eligible for resale by the holder under
Rule 144 without the requirement for the Company to be in compliance with the
current public information required thereunder and without volume or
manner-of-sale restrictions, pursuant to a written opinion letter to such
effect, addressed, delivered and acceptable to the Company’s transfer agent.


              
10.             
INDEMNIFICATION AND REIMBURSEMENT. 

              
a.              
(i)              
The Company agrees to indemnify and hold harmless the Purchaser and its
officers, directors, employees, and agents, and each Purchaser Control Person
from and against any losses, claims, damages, liabilities or expenses incurred
(collectively, “Damages”), joint or several, and any action in respect thereof
to which the Purchaser, its partners, Affiliates, officers, directors,
employees, and duly authorized agents, and any such Purchaser Control Person
becomes subject to, resulting from, arising out of or relating to any
misrepresentation, breach of warranty or nonfulfillment of or failure to perform
any covenant or agreement on the part of Company contained in this Agreement, as
such Damages are incurred, except to the extent such Damages result primarily
from Purchaser's failure to perform any covenant or agreement contained in this
Agreement or the Purchaser's or its officer’s, director’s, employee’s, agent’s
or Purchaser Control Person’s negligence, recklessness or bad faith in
performing its obligations under this Agreement. 

Page 15 








                               (ii)              
The Company hereby agrees that, if the Purchaser, other than by reason of its
negligence, illegal or willful misconduct (in each case, as determined by a
non-appealable judgment to such effect), (x) becomes involved in any capacity in
any action, proceeding or investigation brought by any shareholder of the
Company, in connection with or as a result of the consummation of the
transactions contemplated by this Agreement or the other Transaction Documents,
or if the Purchaser is impleaded in any such action, proceeding or investigation
by any Person, or (y) becomes involved in any capacity in any action, proceeding
or investigation brought by the SEC, any self-regulatory organization or other
body having jurisdiction, against or involving the Company or in connection with
or as a result of the consummation of the transactions contemplated by this
Agreement or the other Transaction Documents, or (z) is impleaded in any such
action, proceeding or investigation by any Person, then in any such case, the
Company shall indemnify, defend and hold harmless the Purchaser from and against
and in respect of all losses, claims, liabilities, damages or expenses resulting
from, imposed upon or incurred by the Purchaser, directly or indirectly, and
reimburse such Purchaser for its reasonable legal and other expenses (including
the cost of any investigation and preparation) incurred in connection therewith,
as such expenses are incurred. The indemnification and reimbursement obligations
of the Company under this paragraph shall be in addition to any liability which
the Company may otherwise have, shall extend upon the same terms and conditions
to any Affiliates of the Purchaser who are actually named in such action,
proceeding or investigation, and partners, directors, agents, employees and
Purchaser Control Persons (if any), as the case may be, of the Purchaser and any
such Affiliate, and shall be binding upon and inure to the benefit of any
successors, assigns, heirs and personal representatives of the Company, the
Purchaser, any such Affiliate and any such Person. The Company also agrees that
neither the Purchaser nor any such Affiliate, partner, director, agent, employee
or Purchaser Control Person shall have any liability to the Company or any
Person asserting claims on behalf of or in right of the Company in connection
with or as a result of the consummation of this Agreement or the other
Transaction Documents, except as may be expressly and specifically provided in
or contemplated by this Agreement. 

              
b.             All
claims for indemnification by any Indemnified Party (as defined below) under
this Section shall be asserted and resolved as follows: 

                              
(i)              
In the event any claim or demand in respect of which any Person claiming
indemnification under any provision of this Section (an “Indemnified Party”)
might seek indemnity under paragraph (a) of this Section is asserted against or
sought to be collected from such Indemnified Party by a Person other than a
party hereto or an Affiliate thereof (a “Third Party Claim”), the Indemnified
Party shall deliver a written notification, enclosing a copy of all papers
served, if any, and specifying the nature of and basis for such Third Party
Claim and for the Indemnified Party's claim for indemnification that is being
asserted under any provision of this Section against any Person (the
“Indemnifying Party”), together with the amount or, if not then reasonably
ascertainable, the estimated amount, determined in good faith, of such Third
Party Claim (a “Claim Notice”) with reasonable promptness to the Indemnifying
Party. If the Indemnified Party fails to provide the Claim Notice with
reasonable promptness after the Indemnified Party receives notice of such Third
Party Claim, the Indemnifying Party shall not be obligated to indemnify the
Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party's ability to defend has been
prejudiced by such failure of the Indemnified Party. The Indemnifying Party
shall notify the Indemnified Party as soon as practicable within the period
ending thirty (30) calendar days following receipt by the Indemnifying Party of
either a Claim Notice or an Indemnity Notice (as defined below) (the “Dispute
Period”) whether the Indemnifying Party disputes its liability or the amount of
its liability to the Indemnified Party under this Section and whether the
Indemnifying Party desires, at its sole cost and expense, to defend the
Indemnified Party against such Third Party Claim. The following provisions shall
also apply. 

Page 16 





	
      (x)          If
      the Indemnifying Party notifies the Indemnified Party within the Dispute
      Period that the Indemnifying Party desires to defend the Indemnified Party
      with respect to the Third Party Claim pursuant to this paragraph (b) of
      this Section, then the Indemnifying Party shall have the right to defend,
      with counsel reasonably satisfactory to the Indemnified Party, at the sole
      cost and expense of the Indemnifying Party, such Third Party Claim by all
      appropriate proceedings, which proceedings shall be vigorously and
      diligently prosecuted by the Indemnifying Party to a final conclusion or
      will be settled at the discretion of the Indemnifying Party (but only with
      the consent of the Indemnified Party in the case of any settlement that
      provides for any relief other than the payment of monetary damages or that
      provides for the payment of monetary damages as to which the Indemnified
      Party shall not be indemnified in full pursuant to paragraph (a) of this
      Section). The Indemnifying Party shall have full control of such defense
      and proceedings, including any compromise or settlement thereof; provided,
      however, that the Indemnified Party may, at the sole cost and expense of
      the Indemnified Party, at any time prior to the Indemnifying Party's
      delivery of the notice referred to in the first sentence of this
      subparagraph (x), file any motion, answer or other pleadings or take any
      other action that the Indemnified Party reasonably believes to be
      necessary or appropriate protect its interests; and provided further, that
      if requested by the Indemnifying Party, the Indemnified Party will, at the
      sole cost and expense of the Indemnifying Party, provide reasonable
      cooperation to the Indemnifying Party in contesting any Third Party Claim
      that the Indemnifying Party elects to contest. The Indemnified Party may
      participate in, but not control, any defense or settlement of any Third
      Party Claim controlled by the Indemnifying Party pursuant to this
      subparagraph (x), and except as provided in the preceding sentence, the
      Indemnified Party shall bear its own costs and expenses with respect to
      such participation. Notwithstanding the foregoing, the Indemnified Party
      may take over the control of the defense or settlement of a Third Party
      Claim at any time if it irrevocably waives its right to indemnity under
    paragraph (a) of this Section with respect to such Third Party Claim.    





Page 17 






	
      (y)          If
      the Indemnifying Party fails to notify the Indemnified Party within the
      Dispute Period that the Indemnifying Party desires to defend the Third
      Party Claim pursuant to paragraph (b) of this Section, or if the
      Indemnifying Party gives such notice but fails to prosecute vigorously and
      diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give
      any notice whatsoever within the Dispute Period, then the Indemnified
      Party shall have the right to defend, at the sole cost and expense of the
      Indemnifying Party, the Third Party Claim by all appropriate proceedings,
      which proceedings shall be prosecuted by the Indemnified Party in a
      reasonable manner and in good faith or will be settled at the discretion
      of the Indemnified Party (with the consent of the Indemnifying Party,
      which consent will not be unreasonably withheld). The Indemnified Party
      will have full control of such defense and proceedings, including any
      compromise or settlement thereof; provided, however, that if requested by
      the Indemnified Party, the Indemnifying Party will, at the sole cost and
      expense of the Indemnifying Party, provide reasonable cooperation to the
      Indemnified Party and its counsel in contesting any Third Party Claim
      which the Indemnified Party is contesting. Notwithstanding the foregoing
      provisions of this subparagraph (y), if the Indemnifying Party has
      notified the Indemnified Party within the Dispute Period that the
      Indemnifying Party disputes its liability or the amount of its liability
      hereunder to the Indemnified Party with respect to such Third Party Claim
      and if such dispute is resolved in favor of the Indemnifying Party in the
      manner provided in subparagraph(z) below, the Indemnifying Party will not
      be required to bear the costs and expenses of the Indemnified Party's
      defense pursuant to this subparagraph (y) or of the Indemnifying Party's
      participation therein at the Indemnified Party's request, and the
      Indemnified Party shall reimburse the Indemnifying Party in full for all
      reasonable costs and expenses incurred by the Indemnifying Party in
      connection with such litigation. The Indemnifying Party may participate
      in, but not control, any defense or settlement controlled by the
      Indemnified Party pursuant to this subparagraph (y), and the Indemnifying
      Party shall bear its own costs and expenses with respect to such
    participation. 

	
       

	
      (z)          If
      the Indemnifying Party notifies the Indemnified Party that it does not
      dispute its liability or the amount of its liability to the Indemnified
      Party with respect to the Third Party Claim under paragraph (a) of this
      Section or fails to notify the Indemnified Party within the Dispute Period
      whether the Indemnifying Party disputes its liability or the amount of its
      liability to the Indemnified Party with respect to such Third Party Claim,
      the amount of Damages specified in the Claim Notice shall be conclusively
      deemed a liability of the Indemnifying Party under paragraph (a) of this
      Section and the Indemnifying Party shall pay the amount of such Damages to
      the Indemnified Party on demand. If the Indemnifying Party has timely
      disputed its liability or the amount of its liability with respect to such
      claim, the Indemnifying Party and the Indemnified Party shall proceed in
      good faith to negotiate a resolution of such dispute; provided, however,
      that if the dispute is not resolved within thirty (30) days after the
      Claim Notice, the Indemnifying Party shall be entitled to institute such
      legal action as it deems appropriate. 





Page 18 




                             (ii)              
In the event any Indemnified Party should have a claim under paragraph (a) of
this Section against the Indemnifying Party that does not involve a Third Party
Claim, the Indemnified Party shall deliver a written notification of a claim for
indemnity under paragraph (a) of this Section specifying the nature of and basis
for such claim, together with the amount or, if not then reasonably
ascertainable, the estimated amount, determined in good faith, of such claim (an
"Indemnity Notice") with reasonable promptness to the Indemnifying Party. The
failure by any Indemnified Party to give the Indemnity Notice shall not impair
such party's rights hereunder except to the extent that the Indemnifying Party
demonstrates that it has been irreparably prejudiced thereby. If the
Indemnifying Party notifies the Indemnified Party that it does not dispute the
claim or the amount of the claim described in such Indemnity Notice or fails to
notify the Indemnified Party within the Dispute Period whether the Indemnifying
Party disputes the claim or the amount of the claim described in such Indemnity
Notice, the amount of Damages specified in the Indemnity Notice will be
conclusively deemed a liability of the Indemnifying Party under paragraph (a) of
this Section and the Indemnifying Party shall pay the amount of such Damages to
the Indemnified Party on demand. If the Indemnifying Party has timely disputed
its liability or the amount of its liability with respect to such claim, the
Indemnifying Party and the Indemnified Party shall proceed in good faith to
negotiate a resolution of such dispute; provided, however, that it the dispute
is not resolved within thirty (30) days after the Claim Notice, the Indemnifying
Party shall be entitled to institute such legal action as it deems appropriate.


              
c.              The
indemnity agreements contained herein shall be in addition to (i) any cause of
action or similar rights of the indemnified party against the indemnifying party
or others, and (ii) any liabilities the indemnifying party may be subject to.


              
11.             JURY
TRIAL WAIVER. The Company and the Purchaser hereby waive a trial by
jury in any action, proceeding or counterclaim brought by either of the Parties
hereto against the other in respect of any matter arising out or in connection
with the Transaction Documents. 

              
12.             GOVERNING
LAW: MISCELLANEOUS. 

              
a.              
(i)              
This Agreement shall be governed by and interpreted in accordance with the laws
of the State of Nevada for contracts to be wholly performed in such state and
without giving effect to the principles thereof regarding the conflict of laws.
Each of the parties consents to the exclusive jurisdiction of the federal courts
whose districts encompass any part of the state courts of the State of Nevada as
in connection with any dispute arising under this Agreement or any of the other
Transaction Documents and hereby waives, to the maximum extent permitted by law,
any objection, including any objection based on forum non conveniens, to
the bringing of any such proceeding in such jurisdictions or to any claim that
such venue of the suit, action or proceeding is improper. To the extent
determined by such court, the Company shall reimburse the Purchaser for any
reasonable legal fees and disbursements incurred by the Purchaser in enforcement
of or protection of any of its rights under any of the Transaction Documents.
Nothing in this Section shall affect or limit any right to serve process in any
other manner permitted by law. 

Page 19 




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

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

              
c.              This
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties hereto. 

              
d.              All
pronouns and any variations thereof refer to the masculine, feminine or neuter,
singular or plural, as the context may require. 

              
e.              A
facsimile transmission of this signed Agreement shall be legal and binding on
all parties hereto.

              
f.              This
Agreement may be signed in one or more counterparts, each of which shall be
deemed an original.

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

              
h.              If
any provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement or the validity or
enforceability of this Agreement in any other jurisdiction.

              
i.              This
Agreement may be amended only by an instrument in writing signed by the party to
be charged with enforcement thereof.

              
j.              This
Agreement supersedes all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof. 

              
13.           NOTICES.
Any notice required or permitted hereunder shall be given in writing (unless
otherwise specified herein) and shall be deemed effectively given on the
earliest of

              
(a) the date delivered, if delivered by personal delivery as against written
receipt therefor or by confirmed facsimile transmission, 

Page 20 




              
(b) the fifth Trading Day after deposit, postage prepaid, in the United States
Postal Service by registered or certified mail, or

              
(c) the third Trading Day after mailing by domestic or international express
courier, with delivery costs and fees prepaid,

in each case, addressed to each of the other parties thereunto
entitled at the following addresses (or at such other addresses as such party
may designate by ten (10) days’ advance written notice similarly given to each
of the other parties hereto): 

	COMPANY: 	Lithium Exploration Group Inc. 
	  	3200 N Hayden Road, Suite 235 
	  	Scottsdale, AZ 85251 
	  	Attn: Alex Walsh 
	  	Telecopier No.: +1.480.641.4794




	PURCHASER: 	JSJ Investments Inc. 
	  	2665 Villa Creek Drive. Suite 214 
	  	Dallas TX 75234 
	  	Attn: Sameer Hirji 
	  	Telecopier No.:
_____________


              
14.              SURVIVAL
OF REPRESENTATIONS AND WARRANTIES. The Company’s and the Purchaser’s
representations and warranties herein shall survive the execution and delivery
of this Agreement and the delivery of the Certificates and the payment of the
Purchase Amount, and shall inure to the benefit of the Purchaser and the Company
and their respective successors and assigns. 

[Balance of page intentionally left blank] 

Page 21 




              
IN WITNESS WHEREOF, this Agreement has been duly executed by the
Purchaser and the Company as of the date set first above written. 

JSJ INVESTMENTS INC. 

	 	By:	 	 
	  	  	 	 
		Name: 	  Sameer Hirji 	 
		Title: 	  President 	 


LITHIUM EXPLORATION GROUP, INC. 

By: 
(Signature of Authorized Person) 

Alex Walsh, CEO 
Printed Name and Title 

Page 22 





	 	ANNEX I 	FORM OF NOTE 
	 	 	 
	 	ANNEX II 	FORM OF WARRANT 


Page 23