Lithium Exploration Group Inc.: Exhibit 10.9 - Filed by newsfilecorp.com






PURCHASE AGREEMENT 

              
THIS PURCHASE AGREEMENT (this “Agreement”), dated as of February 28, 2014,
is entered into by and among Lithium Exploration Group, Inc., a Nevada
corporation (the “Company”), and St. George Investments LLC, a Utah limited
liability company (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 from the Company a
Convertible Promissory Note in the principal amount of $125,500.00 substantially
in the form attached hereto as Annex I (the “Note”) and a Common Stock
Purchase Warrant substantially in the form attached hereto as Annex II
(the “Warrant”) 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 the Note and the Warrant for
$100,000.00 (the “Purchase Amount”), which Note shall be funded and issuable as
follows: 

              
(a)              
$100,000.00 of the Note shall be funded and issued on February 28, 2014,
which Note shall be issued in the amount of $125,500.00, inclusive of 18 months
pre-paid interest and $3,000 in legal fees. 

              
(ii)              
The purchase of the Note and the Warrant by 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”. 

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

Page 1 




              
“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. 

              
“Closing Date” means the date first set forth above. 

              
“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. 

              
“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, but shall not include OTC Pink (a.k.a, “pink sheets”). 

              
“Securities” means the Note, the Warrant, 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. 

Page 2 




              
“Shares” means the shares of representing any or all of 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 Warrant
and includes all ancillary documents referred to in those agreements. 

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


              
c.              
Form of Payment; Delivery of Note and Warrant.

              
(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 Note and the
Warrant, 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: 

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. 

Page 3 




              
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). 

              
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 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.

              
f.              
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. 

              
g.             
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 4 




              
c.              
Authorized Shares.

              
(i)              
The authorized capital stock of the Company consists of 500,000,000 shares
of Common Stock, $0.001 par value, of which approximately 118,088,238 shares are
outstanding as of the date hereof. 

              
(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.              
Non-contravention. 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, the Note 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 by-laws 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. 

Page 5 




              
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. 

              
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 6 




              
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 thePurchaser 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. 

Page 7 




              
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. 

              
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 8 




              
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 9 




              
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 10 




              
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 11 




              
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 the Note
and the Warrant 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: 

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

              
b.              
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;

Page 12 




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

              
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; and 

              
e.              
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.              
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 gross negligence or willful misconduct in
performing its obligations under this Agreement. 

               
 
             (ii)              
The Company hereby agrees that, if the Purchaser, other than by reason of
its gross 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. 

Page 13 




              
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. 


	
      (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 14 






	
      (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. 





Page 15 






	
      (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. 





                              
(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.


Page 16 




              
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. 

              
10.            
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. 

              
11.            
GOVERNING LAW: MISCELLANEOUS. 

              
a.              
(i)              
This Agreement shall be governed by and interpreted in accordance with the laws
of the State of Utah 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 Utah 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. 

                           
   
(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.

Page 17 




              
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. 

              
12.           
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, 

              
(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: 	At the address set forth at the head of this
      Agreement. 
	  	Attn: Alex Walsh 
		Telephone No.: +1.480.641.4790
  
		Telecopier No.: +1.480.641.4794
    
	  	  
	PURCHASER: 	303 East Wacker Drive, Suite 1200 
	  	Chicago, Illinois 60601 
	  	Attn: John Fife 
	  	Telephone No.: (312) 297-7000 
	  	Telecopier No.: (312) 819-9701



              
13.             
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 Note and
the Warrant 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. 

Page 18 




              
14.              
ATTORNEYS’ FEES. In the event of any action at law or in equity
to enforce or interpret the terms of this Agreement or any of the other
Transaction Documents, the parties agree that the party who is awarded the most
money shall be deemed the prevailing party for all purposes and shall therefore
be entitled to an additional award of the full amount of the attorneys’ fees and
expenses paid by such prevailing party in connection with the litigation and/or
dispute without reduction or apportionment based upon the individual claims or
defenses giving rise to the fees and expenses. Nothing herein shall restrict or
impair a court’s power to award fees and expenses for frivolous or bad faith
pleading. 

              
15.              
OWNERSHIP LIMITATION. Notwithstanding anything to the contrary
contained in this Agreement or the other Transaction Documents, if at any time
the Purchaser shall or would be issued shares of Common Stock under any of the
Transaction Documents, but such issuance would cause the Purchaser (together
with its affiliates) to beneficially own a number of shares exceeding the
Maximum Percentage (as defined in the Note), then the Company must not issue to
the Purchaser the excess Ownership Limitation Shares (as defined in the Note).
For purposes of this Section, beneficial ownership of Common Stock will be
determined under Section 13 of the 1934 Act. The Company will reserve the
Ownership Limitation Shares for the exclusive benefit of the Purchaser. From
time to time, the Purchaser may notify the Company in writing of the number of
Ownership Limitation Shares that may be issued to the Purchaser without causing
the Purchaser to exceed the Maximum Percentage. Upon receipt of such notice, the
Company shall be unconditionally obligated to immediately issue such designated
shares to the Purchaser, with a corresponding reduction in the number of the
Ownership Limitation Shares. By written notice to the Company, the Purchaser may
increase, decrease or waive the Maximum Percentage as to itself but any such
waiver will not be effective until the 61st day after delivery thereof. The
foregoing 61-day notice requirement is enforceable, unconditional and
non-waivable and shall apply to all Affiliates and assigns of the Purchaser.


[Balance of page intentionally left blank] 

Page 19 




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

ST. GEORGE INVESTMENTS LLC 

By: Fife Trading, Inc., its Manager


By:
_____________________
      John M. Fife,
President 

LITHIUM EXPLORATION GROUP, INC. 

	By: 	 	 
	(Signature of Authorized Person)	 
	 	 
	Alex
      Walsh, CEO 	 
	Printed Name and Title 	 


Page 20 





	ANNEX I 	NOTE 
	 	 
	ANNEX II 	WARRANT 


Page 21