EXECUTION
      VERSION

    


    NOTE
      AND WARRANT PURCHASE AGREEMENT


    


    Dated
      as of November 29, 2007

     

    among

    


    JUMA
      TECHNOLOGY CORP.

     

    and

     

    THE
      PURCHASERS LISTED ON EXHIBIT A

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              TABLE
                OF CONTENTS

            
	 	 	
              Page

            
	
              ARTICLE
                I Purchase and Sale of the Notes and Warrants

            	 	 
	
              Section
                1.1

            	
              Purchase
                and Sale of Notes

            	 	
              1

            
	
              Section
                1.2

            	
              Warrants

            	 	
              1

            
	
              Section
                1.3

            	
              Conversion
                Shares

            	 	
              1

            
	
              Section
                1.4

            	
              Purchase
                Price and Closing

            	 	
              2

            
	 	 	 	 
	
              ARTICLE
                II Representations and Warranties

            	 	 
	
              Section
                2.1

            	
              Representations
                and Warranties of the Company

            	 	
              2

            
	
              Section
                2.2

            	
              Representations
                and Warranties of the Purchasers

            	 	
              13

            
	
               

            	 	 
	
              ARTICLE
                III Covenants

            	 	 
	
              Section
                3.1

            	
              Securities
                Compliance

            	 	
              16

            
	
              Section
                3.2

            	
              Registration
                and Listing

            	 	
              16

            
	
              Section
                3.3

            	
              Inspection
                Rights

            	 	
              16

            
	
              Section
                3.4

            	
              Compliance
                with Laws

            	 	
              16

            
	
              Section
                3.5

            	
              Keeping
                of Records and Books of Account

            	 	
              17

            
	
              Section
                3.6

            	
              Furnishing
                of Information

            	 	
              17

            
	
              Section
                3.7

            	
              Reporting
                Requirements

            	 	
              17

            
	
              Section
                3.8

            	
              Amendments

            	 	
              17

            
	
              Section
                3.9

            	
              Other
                Agreements

            	 	
              17

            
	
              Section
                3.10

            	
              Distributions

            	 	
              18

            
	
              Section
                3.11

            	
              Status
                of Dividends

            	 	
              18

            
	
              Section
                3.12

            	
              Use
                of Proceeds

            	 	
              18

            
	
              Section
                3.13

            	
              Reservation
                of Shares

            	 	
              18

            
	
              Section
                3.14

            	
              Transfer
                Agent Instructions

            	 	
              18

            
	
              Section
                3.15

            	
              Disposition
                of Assets

            	 	
              19

            
	
              Section
                3.16

            	
              Reporting
                Status

            	 	
              19

            
	
              Section
                3.17

            	
              Disclosure
                of Transaction

            	 	
              19

            
	
              Section
                3.18

            	
              Disclosure
                of Material Information

            	 	
              19

            
	
              Section
                3.19

            	
              Pledge
                of Securities

            	 	
              19

            
	
              Section
                3.20

            	
              Form
                SB-2 Eligibility

            	 	
              19

            
	
              Section
                3.21

            	
              Lock-Up
                Agreement

            	 	
              19

            
	
              Section
                3.22

            	
              DTC

            	 	
              20

            
	
              Section
                3.23

            	
              Subsequent
                Financings

            	 	
              21

            
	
              Section
                3.24

            	
              Issuance
                of Variable Securities

            	 	
              21

            
	
              Section
                3.25

            	
              Approval
                of Acquisitions.

            	 	
              21

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Section
                  3.26

              	
                Most
                  Favored Nations

              	 	
                21

              
	
                Section
                  3.27

              	
                Subsequent
                  Events

              	 	
                21

              
	 	 	 	 
	
                ARTICLE
                  IV Conditions

              	 	 
	
                Section
                  4.1

              	
                Conditions
                  Precedent to the Obligation of the Company to Sell the
                  Shares

              	 	
                21

              
	
                Section
                  4.2

              	
                Conditions
                  Precedent to the Obligation of the Purchasers to Purchase the
                  Shares

              	 	
                22

              
	 	 	 	 
	
                ARTICLE
                  V Stock
                  Certificate Legend

              	 	 
	
                Section
                  5.1

              	
                Legend

              	 	
                24

              
	 	 	 	 
	
                ARTICLE
                  VI Indemnification

              	 	 
	
                Section
                  6.1

              	
                General
                  Indemnity

              	 	
                25

              
	
                Section
                  6.2

              	
                Indemnification
                  Procedure

              	 	
                25

              
	 	 	 	 
	
                ARTICLE
                  VII Miscellaneous

              	 	 
	
                Section
                  7.1

              	
                Fees
                  and Expenses

              	 	
                26

              
	
                Section
                  7.2

              	
                Specific
                  Enforcement

              	 	
                27

              
	
                Section
                  7.3

              	
                Entire
                  Agreement; Amendment

              	 	
                27

              
	
                Section
                  7.4

              	
                Rescission
                  and Withdrawal Right

              	 	
                27

              
	
                Section
                  7.5

              	
                Notices

              	 	
                28

              
	
                Section
                  7.6

              	
                Waivers

              	 	
                
                  28

                

              
	
                Section
                  7.7

              	
                Headings

              	 	
                28

              
	
                Section
                  7.8

              	
                Successors
                  and Assigns

              	 	
                29

              
	
                Section
                  7.9

              	
                No
                  Third Party Beneficiaries

              	 	
                
                  29

                

              
	
                Section
                  7.10

              	
                Governing
                  Law; Consent to Jurisdiction

              	 	
                
                  29

                

              
	
                Section
                  7.11

              	
                Survival

              	 	
                
                  29

                

              
	
                Section
                  7.12

              	
                Counterparts

              	 	
                
                  29

                

              
	
                Section
                  7.13

              	
                Publicity

              	 	
                
                  29

                

              
	
                Section
                  7.14

              	
                Severability

              	 	
                
                  29

                

              
	
                Section
                  7.15

              	
                Further
                  Assurances

              	 	
                29

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

    

     

     

    
      	
               

              TABLE
                OF CONTENTS

              (continued)

               

              EXHIBITS

            
	
              Exhibit
                A

            	
              List
                of Purchasers

            
	
              Exhibit
                B

            	
              Form
                of Secured 10% Convertible Promissory Note

            
	
              Exhibit
                C

            	
              Series
                A Warrant

            
	
              Exhibit
                D

            	
              Registration
                Rights Agreement

            
	
              Exhibit
                E

            	
              Intentionally
                omitted

            
	
              Exhibit
                F

            	
              Irrevocable
                Transfer Agent Instructions

            
	
              Exhibit
                G

            	
              Form
                of Security Agreement

            
	
              Exhibit
                H

            	
              Opinion
                of Counsel

            


    

    


    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    


    NOTE
      AND WARRANT PURCHASE AGREEMENT

     

    This
      NOTE
      AND WARRANT PURCHASE AGREEMENT (the “Agreement”)
      is
      dated as of November 29, 2007 by and among Juma Technology Corp., a Delaware
      corporation (the “Company”),
      and
      each of the Purchasers whose names are set forth on Exhibit
      A
      hereto
      (individually, a “Purchaser”
and
      collectively, the “Purchasers”).

    


    The
      parties hereto agree as follows:

    


    ARTICLE
      I

    Purchase
      and Sale of Notes and Warrants

    


    Section
      1.1  Purchase
      and Sale of Notes.
      Upon
      the following terms and conditions, the Company and one of its subsidiaries
      AGN
      Networks, Inc., a Delaware Corporation (“AGN
      Networks”
and
      together with the Company, the “Issuers”)
      shall
      jointly issue and sell to the Purchasers and each of the Purchasers shall
      purchase from the Company, Senior Secured 10% convertible promissory notes
      in
      the aggregate principal amount of up to six million ($6,000,000) dollars (the
      “Notes”).
      The
      Notes provide for optional conversion into shares of the Company’s common stock,
      par value $0.0001 per share (the “Common
      Stock”).
      The
      Note shall be substantially in the form attached hereto as Exhibit
      B.
      The
      Company and the Purchasers are executing and delivering this Agreement in
      accordance with and in reliance upon the exemption from securities registration
      afforded by Rule 506 of Regulation D (“Regulation
      D”)
      as
      promulgated by the United States Securities and Exchange Commission (the
“Commission”)
      under
      the Securities Act of 1933, as amended (the “Securities
      Act”)
      or
      Section 4(2) of the Securities Act. 

     

    Section
      1.2  Warrants.
      Upon
      the following terms and conditions and for no additional consideration, each
      of
      the Purchasers shall be issued Series A Warrants, in substantially the form
      attached hereto as Exhibit
      C
      (the
“Series
      A Warrants”
and/or
      the
      “Warrants”)
      to
      purchase one share of the Company’s Common Stock.
      Any
      shares of Common Stock issuable upon exercise of the Warrants (and such shares
      when issued) are herein referred to as the “Warrant
      Shares.”
      The
      Warrants shall expire five (5) years following the Initial Closing Date and
      shall have an exercise price per share equal to its Warrant Price (as defined
      in
      the applicable Warrant).

     

    Section
      1.3  Conversion
      Shares.
      The
      Company has authorized and will reserve and covenants to continue to reserve,
      free of preemptive rights and other similar contractual rights of stockholders,
      (i) such number of shares of Common Stock equal to one hundred twenty percent
      (120%) of the number of shares of Common Stock as shall from time to time be
      sufficient to effect the conversion of all of the Notes, and (ii) as of the
      date
      hereof, such number of shares of Common Stock equal to one hundred twenty
      percent (120%) of the number of shares of Common Stock as shall from time to
      time be sufficient to effect the exercise of the Warrants then outstanding.
      Any
      shares of Common Stock issuable upon conversion of the Note and exercise of
      the
      Warrants (and such shares when issued) are herein referred to as the
“Conversion
      Shares”
and
      the
      Warrant Shares, respectively. The Notes, the Warrants, the Conversion Shares
      and
      the Warrant Shares are sometimes collectively referred to as the “Securities.”

     

    Section
      1.4  Purchase
      Price and Closing.
      Subject
      to the terms and conditions hereof, the Issuers agree to issue and sell to
      the
      Purchasers and, in consideration of and in express reliance upon the
      representations, warranties, covenants, terms and conditions of this Agreement,
      the Purchasers, severally but not jointly, agree to purchase the Notes and
      the
      Warrants for an aggregate purchase price of up to six million ($6,000,000)
      dollars (the “Purchase
      Price”).
      The
      initial Closing under this Agreement (the “Initial
      Closing”)
      shall
      take place on or about November 29, 2007 (the “Initial
      Closing Date”).
      The
      subsequent closings under this Agreement referred to in Exhibit
      A
      shall
      take place upon the mutual agreement of the Issuers and the Purchasers
      participating in such Subsequent Closing, on or about March 3, 2008 (the
“Second
      Closing”)
      and
      June 1, 2008 (the “Final
      Closing”)
      (each
      of the Second Closing and Final Closing, a “Subsequent
      Closing”
and
      the
      date of any such Subsequent Closing, a “Subsequent
      Closing Date”).
      Each
      of the Initial Closing and each Subsequent Closing are sometimes referred to
      in
      this Agreement as a “Closings”
and
      the
      date of any such closing, the “Closing
      Date”.
      Each
      Closing under this Agreement shall take place at the offices of Sadis &
Goldberg LLP, 551 Fifth Avenue, 21st
      Floor,
      New York, New York 10176 at 10:00 a.m., New York time; provided,
      that
      all of the conditions set forth in Article
      IV
      hereof
      and applicable to such Closing shall have been fulfilled or waived in accordance
      herewith. Subject to the terms and conditions of this Agreement, at the Closing
      the Company shall deliver or cause to be delivered to each Purchaser (x) its
      Notes for the principal amount set forth opposite the name of such Purchaser
      on
Exhibit
      A
      hereto
      applicable for such Closing, (y) its Warrants to purchase such number of shares
      of Common Stock as is set forth opposite the name of such Purchaser on
Exhibit
      A
      attached
      hereto applicable for such Closing and (z) any other documents required to
      be
      delivered pursuant to Article
      IV
      hereof.
      At each Closing, each Purchaser shall deliver the applicable Purchase Price
      by
      wire transfer to the Company. In addition, the parties acknowledge that up
      to
      Thirty Five Thousand ($35,000) dollars of the Purchase Price funded on the
      Initial Closing Date and up to Seven Thousand Five Hundred ($7,500) dollars
      of
      the Purchase Price funded on each Subsequent Closing Date (assuming such counsel
      is not required to make any material changes to the Transaction Documents in
      connection with such Subsequent Closings) shall be deducted by the Purchase
      Price from the total amount otherwise payable to the Company, and paid over
      to
      counsel for the Purchasers in payment of reasonable legal fees and out of pocket
      expenses of the Purchasers’ counsel. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      II

    Representations
      and Warranties

     

    Section
      2.1 Representations
      and Warranties of the Company. Each
      of
      the Issuers hereby
      represents and warrants to the Purchasers, as of the date hereof and as of
      each
      Closing Date (except as set forth on the Schedule of Exceptions attached hereto
      with each numbered Schedule corresponding to the section number herein), as
      follows (unless otherwise specifically stated herein this Section
      2.1
      to the
      contrary, all references to the Company shall be deemed to refer collectively
      to
      the Issuers):

     

    (a) Organization,
      Good Standing and Power.
      The
      Company is a corporation duly incorporated, validly existing and in good
      standing under the laws of the State of Delaware and has the requisite corporate
      power to own, lease and operate its properties and assets and to conduct its
      business as it is now being conducted. AGN Networks is a corporation duly
      incorporated, validly existing and in good standing under the laws of the State
      of Delaware and has the requisite corporate power to own, lease and operate
      its
      properties and assets and to conduct its business as it is now being conducted.
      Except as set forth in Schedule
      2.1(g)
      hereto,
      the Company does not have any Subsidiaries. Except as set forth on Schedule
      2.1(a),
      each of
      the Company and each such Subsidiary is duly qualified as a foreign corporation
      to do business and is in good standing in every jurisdiction in which the nature
      of the business conducted or property owned by it makes such qualification
      necessary except for any jurisdiction(s) (alone or in the aggregate) in which
      the failure to be so qualified will not have a Material Adverse Effect (as
      defined in Section
      2.1(c)
      hereof)
      on the Company’s financial condition.

    


    (b) Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and
      perform this Agreement, the Notes, the Warrants, the Registration Rights
      Agreement in the form attached hereto as Exhibit
      D
      (the
“Registration
      Rights Agreement”),
      the
      Irrevocable Transfer Agent Instructions (as defined in Section
      3.13)
      substantially in the form of Exhibit
      F
      attached
      hereto, and the Security Agreement in the form attached hereto as Exhibit
      G
      (collectively, the “Transaction
      Documents”)
      and to
      issue and sell the Securities in accordance with the terms hereof. The
      execution, delivery and performance of the Transaction Documents by the Company
      and the consummation by it of the transactions contemplated hereby and thereby
      have been duly and validly authorized by all necessary corporate action, and
      except as set forth on Schedule
      2.1(b),
      no
      further consent or authorization of the Company or its Board of Directors or
      stockholders is required. This Agreement has been duly executed and delivered
      by
      the Company. The other Transaction Documents will have been duly executed and
      delivered by the Company at the Closing. Each of the Transaction Documents
      constitutes, or shall constitute when executed and delivered, a valid and
      binding obligation of the Company enforceable against the Company in accordance
      with its terms, except as such enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium, liquidation,
      conservatorship, receivership or similar laws relating to, or affecting
      generally the enforcement of, creditor’s rights and remedies or by other
      equitable principles of general application. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    (c) Capitalization.
      The
      authorized capital stock of the Company and the shares thereof currently issued
      and outstanding as of the date hereof are set forth on Schedule
      2.1(c)
      hereto.
      All of the outstanding shares of capital stock have been duly and validly
      authorized and issued in compliance with all securities laws. Except as set
      forth on Schedule
      2.1(c)
      hereto,
      no shares of Common Stock are entitled to preemptive rights or registration
      rights and there are no outstanding options, warrants, scrip, rights to
      subscribe to, call or commitments of any character whatsoever relating to,
      or
      securities or rights convertible into, any shares of capital stock of the
      Company. There are no contracts, commitments, understandings, or arrangements
      by
      which the Company is or may become bound to issue additional shares of the
      capital stock of the Company or options, securities or rights convertible into
      shares of capital stock of the Company. Except as set forth on Schedule
      2.1(c)
      hereto,
      the Company is not a party to any agreement granting registration or
      anti-dilution rights to any person with respect to any of its equity or debt
      securities. The Company is not a party to, and it has no knowledge of, any
      agreement restricting the voting or transfer of any shares of the capital stock
      of the Company. The offer and sale of all capital stock, convertible securities,
      rights, warrants, or options of the Company issued prior to the Closing complied
      with all applicable Federal and state securities laws, and no stockholder has
      a
      right of rescission or claim for damages with respect thereto. The Company
      has
      furnished or made available to the Purchasers true and correct copies of the
      Company’s Certificate of Incorporation as in effect on the date hereof (the
“Certificate”)
      and
      the Company’s Bylaws as in effect on the date hereof (the “Bylaws”).
      For
      the purposes of this Agreement, “Material
      Adverse Effect”
means
      any material adverse effect on the business, operations, properties, prospects,
      or financial condition of the Company and its Subsidiaries, taken as a whole,
      and/or any condition, circumstance, or situation that would prohibit or
      otherwise materially interfere with the ability of the Company to perform any
      of
      its obligations under this Agreement.

     

    (d) Issuance
      of Securities.
      The
      Notes and the Warrants to be issued at the Closing have been duly authorized
      by
      all necessary corporate action and when paid for or issued in accordance with
      the terms hereof, the Notes and Warrants shall be validly issued and
      outstanding, free and clear of all liens, encumbrances and rights of refusal
      of
      any kind. When the Conversion Shares and the Warrant Shares are issued in
      accordance with the terms of this Agreement, the Notes and the Warrants, such
      shares will be duly authorized by all necessary corporate action and validly
      issued and outstanding, fully paid and nonassessable, free and clear of all
      liens, encumbrances and rights of refusal of any kind and the holders shall
      be
      entitled to all rights accorded to a holder of Common Stock.

     

    (e) No
      Conflicts.
      The
      execution, delivery and performance of the Transaction Documents by the Company,
      the performance by the Company of its obligations under the Notes and/or the
      Warrants and the consummation by the Company of the transactions contemplated
      herein and therein do not and will not (i) violate any provision of the
      Company’s Certificate or Bylaws, (ii) conflict with, or constitute a default (or
      an event which with notice or lapse of time or both would become a default)
      under, or give to others any rights of termination, amendment, acceleration
      or
      cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond,
      license, lease agreement, instrument or obligation to which the Company is
      a
      party or by which it or its properties or assets are bound, except for conflicts
      or defaults, which singularly or in the aggregate do not and will not have
      a
      Material Adverse Effect, (iii) create or impose a lien, mortgage, security
      interest, charge or encumbrance of any nature on any property of the Company
      under any agreement or any commitment to which the Company is a party or by
      which the Company is bound or by which any of its respective properties or
      assets are bound, except for liens, mortgages, security interests, charges
      or
      encumbrances which singularly or in the aggregate do not and will not have
      a
      Material Adverse Effect, or (iv) result in a violation of any federal, state,
      local or foreign statute, rule, regulation, order, judgment or decree (including
      Federal and state securities laws and regulations) applicable to the Company
      or
      any of its Subsidiaries or by which any property or asset of the Company or
      any
      of its Subsidiaries are bound or affected, except for violations, which
      singularly or in the aggregate, do not and will not have a Material Adverse
      Effect. The business of the Company and its Subsidiaries is not being conducted
      in violation of any laws, ordinances or regulations of any governmental entity,
      except for possible violations which singularly or in the aggregate do not
      and
      will not have a Material Adverse Effect. The Company is not required under
      Federal, state or local law, rule or regulation to obtain any consent,
      authorization or order of, or make any filing or registration with, any court
      or
      governmental agency in order for it to execute, deliver or perform any of its
      obligations under the Transaction Documents, or issue and sell the Notes, the
      Warrants, the Conversion Shares and the Warrant Shares in accordance with the
      terms hereof or thereof (other than (x) any consent, authorization or order
      that
      has been obtained as of the date hereof, (y) any filing or registration that
      has
      been made as of the date hereof or (z) any filings which may be required to
      be
      made by the Company with the Commission or state securities administrators
      subsequent to the Closing, any registration statement which may be filed
      pursuant hereto or any other Transaction Document); provided,
      that
      for purposes of the representation made in this sentence, the Company is
      assuming and relying upon the accuracy of the relevant representations and
      agreements of the Purchasers herein.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    (f) Commission
      Documents, Financial Statements.
      The
      Company has timely filed all reports, schedules, forms, statements and other
      documents required to be filed by it with the Commission pursuant to the
      reporting requirements of the Securities Exchange Act of 1934, as amended the
      (“Exchange
      Act”),
      including material filed pursuant to Section 13(a) or 15(d) of the Exchange
      Act
      (all of the foregoing including filings incorporated by reference therein being
      referred to herein as the “Commission
      Documents”).
      The
      Company has delivered or made available via EDGAR or another Internet web-site
      to each of the Purchasers true and complete copies of the Commission Documents.
      The Company has not provided to the Purchasers any material non-public
      information or other information which, according to applicable law, rule or
      regulation, was required to have been disclosed publicly by the Company but
      which has not been so disclosed, other than with respect to the transactions
      contemplated by this Agreement. At the times of their respective filings, the
      Commission Documents complied in all material respects with the requirements
      of
      the Exchange Act and the rules and regulations of the Commission promulgated
      thereunder and other federal, state and local laws, rules and regulations
      applicable to such documents, and, as of their respective dates, none of the
      Commission Documents 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 included
      in the Commission Documents comply as to form in all material respects with
      applicable accounting requirements and the published rules and regulations
      of
      the Commission or other applicable rules and regulations with respect thereto.
      Such financial statements have been prepared in accordance with U.S. generally
      accepted accounting principles (“GAAP”)
      applied on a consistent basis during the periods involved (except (i) as may
      be
      otherwise indicated in such financial statements or the notes thereto or (ii)
      in
      the case of unaudited interim statements, to the extent they may not include
      footnotes or may be condensed or summary statements), and fairly present in
      all
      material respects the financial position of the Company and its Subsidiaries
      as
      of the dates thereof and the results of operations and cash flows for the
      periods then ended (subject, in the case of unaudited statements, to normal
      year-end audit adjustments).

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (g) Subsidiaries.
      Schedule
      2.1(g)
      hereto
      sets forth each Subsidiary of the Company, showing the jurisdiction of its
      incorporation or organization and showing the percentage of each person’s
      ownership. Each Subsidiary is a corporation duly incorporated, validly existing
      and in good standing under the laws of its state of incorporation and has the
      requisite corporate power to own, lease and operate its properties and assets
      and to conduct its business as it is now being conducted. For the purposes
      of
      this Agreement, “Subsidiary”
shall
      mean any corporation or other entity of which at least a majority of the
      securities or other ownership interest having ordinary voting power (absolutely
      or contingently) for the election of directors or other persons performing
      similar functions are at the time owned directly or indirectly by the Company
      and/or any of its other Subsidiaries. All of the outstanding shares of capital
      stock of each Subsidiary have been duly authorized and validly issued, and
      are
      fully paid and nonassessable. There are no outstanding preemptive, conversion
      or
      other rights, options, warrants or agreements granted or issued by or binding
      upon any Subsidiary for the purchase or acquisition of any shares of capital
      stock of any Subsidiary or any other securities convertible into, exchangeable
      for or evidencing the rights to subscribe for any shares of such capital stock.
      Neither the Company nor any Subsidiary is subject to any obligation (contingent
      or otherwise) to repurchase or otherwise acquire or retire any shares of the
      capital stock of any Subsidiary or any convertible securities, rights, warrants
      or options of the type described in the preceding sentence. Neither the Company
      nor any Subsidiary is party to, nor has any knowledge of, any agreement
      restricting the voting or transfer of any shares of the capital stock of any
      Subsidiary.

     

    (h) No
      Material Adverse Change.
      Other
      than as disclosed in the Company’s Commission Documents, since September 30,
      2007, the Company has not experienced or suffered any Material Adverse
      Effect.

     

    (i) No
      Undisclosed Liabilities.
      Except
      as set forth on Schedule
      2.1(i),
      since
      September 30, 2007 neither the Company nor any of its Subsidiaries has any
      liabilities, obligations, claims or losses (whether liquidated or unliquidated,
      secured or unsecured, absolute, accrued, contingent or otherwise) other than
      those incurred in the ordinary course of the Company’s or its Subsidiaries’
respective businesses and which, individually or in the aggregate, do not or
      would not have a Material Adverse Effect on the Company or its Subsidiaries,
      as
      the case may be.

    


    (j) Off
      Balance Sheet Arrangements.
      There
      is no transaction, arrangement, or other relationship between the Company and
      an
      unconsolidated or other off balance sheet entity that is required to be
      disclosed by the Company in its Commission
      Documents and
      is
      not so disclosed or that otherwise would be reasonably likely to have a Material
      Adverse Effect.

     

    (k) No
      Undisclosed Events or Circumstances.
      No
      event or circumstance has occurred or exists with respect to the Company or
      its
      Subsidiaries or their respective businesses, properties, prospects, operations
      or financial condition, which, under applicable law, rule or regulation,
      requires public disclosure or announcement by the Company but which has not
      been
      so publicly announced or disclosed.

    


    (l) Indebtedness.
      Schedule
      2.1(l)
      hereto
      sets forth as of the date hereof all outstanding secured and unsecured
      Indebtedness of the Company or any Subsidiary, or for which the Company or
      any
      Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness”
shall
      mean (a) any liabilities for borrowed money or amounts owed, whether
      individually or in aggregate, in excess of $100,000 (other than trade accounts
      payable incurred in the ordinary course of business), (b) all guaranties,
      endorsements and other
      contingent obligations in respect of Indebtedness of others, whether or not
      the
      same are or should be reflected in the Company’s balance sheet (or the notes
      thereto), except guaranties by endorsement of negotiable instruments for deposit
      or collection or similar transactions in the ordinary course of business; and
      (c) the present value of any lease payments in excess of $25,000 due under
      leases required to be capitalized in accordance with GAAP. Except as set forth
      on Schedule
      2.1(l),
      neither
      the Company nor any Subsidiary is in default with respect to any
      Indebtedness.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (m) Title
      to Assets.
      Except
      as set forth on Schedule
      2.1(m),
      each of
      the Company and the Subsidiaries has good and marketable title to all of its
      real and personal property, free and clear of any mortgages, pledges, charges,
      liens, security interests or other encumbrances. Except as set forth on
Schedule
      2.1(m),
      all
      leases of the Company and each of its Subsidiaries are valid and subsisting
      and
      in full force and effect.

    


    (n)
      Insurance.
      The
      Company and the Subsidiaries are insured by insurers of recognized financial
      responsibility against such losses and risks and in such amounts as are prudent
      and customary in the businesses and location in which the Company and the
      Subsidiaries are engaged. Neither the Company nor any Subsidiary has any
      knowledge that it will be unable to renew its existing insurance coverage for
      the Company and the Subsidiaries as and when such coverage expires or to obtain
      similar coverage from similar insurers as may be necessary to continue its
      business without a significant increase in cost.

     

    (o) Actions
      Pending.
      There
      is no action, suit, claim, investigation, arbitration, alternate dispute
      resolution proceeding or any other proceeding pending or, to the knowledge
      of
      the Company, threatened against the Company or any Subsidiary which questions
      the validity of this Agreement or any of the other Transaction Documents or
      the
      transactions contemplated hereby or thereby or any action taken or to be taken
      pursuant hereto or thereto. There is no action, suit, claim, investigation,
      arbitration, alternate dispute resolution proceeding or any other proceeding
      pending or, to the knowledge of the Company, threatened, against or involving
      the Company, any Subsidiary or any of their respective properties or assets.
      There are no outstanding orders, judgments, injunctions, awards or decrees
      of
      any court, arbitrator or governmental or regulatory body against the Company
      or
      any Subsidiary or any officers or directors of the Company or Subsidiary in
      their capacities as such.

     

    (p) Compliance
      with Law.
      The
      business of the Company and the Subsidiaries has been and is presently being
      conducted in accordance with all applicable federal, state and local
      governmental laws, rules, regulations and ordinances, except for such
      noncompliance that, individually or in the aggregate, would not cause a Material
      Adverse Effect. The Company and each of its Subsidiaries have all franchises,
      permits, licenses, consents and other governmental or regulatory authorizations
      and approvals necessary for the conduct of its business as now being conducted
      by it unless the failure to possess such franchises, permits, licenses, consents
      and other governmental or regulatory authorizations and approvals, individually
      or in the aggregate, would not have a Material Adverse Effect.

    


    (q) Taxes.
      The
      Company and each of the Subsidiaries has accurately prepared and filed all
      federal, state and other tax returns required by law to be filed by it, has
      paid
      or made provisions for the payment of all taxes shown to be due and all
      additional assessments, and adequate provisions have been and are reflected
      in
      the financial statements of the Company and the Subsidiaries for all current
      taxes and other charges to which the Company or any Subsidiary is subject and
      which are not currently due and payable. None of the federal income tax returns
      of the Company or any Subsidiary have been audited by the Internal Revenue
      Service. The Company has no knowledge of any additional assessments, adjustments
      or contingent tax liability (whether federal or state) of any nature whatsoever,
      whether pending or threatened against the Company or any Subsidiary for any
      period, nor of any basis for any such assessment, adjustment or
      contingency.

     

    (r) Certain
      Fees.
      No
      brokers, finders or financial advisory fees or commissions will be payable
      by
      the Company or any Subsidiary or any Purchaser with respect to the transactions
      contemplated by this Agreement. 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (s) Disclosure.
      Neither
      this Agreement or the Schedules hereto nor any other documents, certificates
      or
      instruments furnished to the Purchasers by or on behalf of the Company or any
      Subsidiary in connection with the transactions contemplated by this Agreement
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary in order to make the statements made herein or therein, in the light
      of the circumstances under which they were made herein or therein, not
      misleading.

     

    (t) Operation
      of Business.
      Except
      as set forth in Schedule
      2.1(t),
      the
      Company and each of the Subsidiaries owns or possesses all patents, trademarks,
      domain names (whether or not registered) and any patentable improvements or
      copyrightable derivative works thereof, websites and intellectual property
      rights relating thereto, service marks, trade names, copyrights, licenses and
      authorizations, and all rights with respect to the foregoing, which are
      necessary for the conduct of its business as now conducted without any conflict
      with the rights of others.

     

    (u) Environmental
      Compliance.
      The
      Company and each of its Subsidiaries have obtained all material approvals,
      authorization, certificates, consents, licenses, orders and permits or other
      similar authorizations of all governmental authorities, or from any other
      person, that are required under any Environmental Laws. Except as set forth
      on
Schedule
      2.1(u),
      the
      Commission Documents describe all material permits, licenses and other
      authorizations issued under any Environmental Laws to the Company or its
      Subsidiaries. “Environmental
      Laws”
shall
      mean all applicable laws relating to the protection of the environment
      including, without limitation, all requirements pertaining to reporting,
      licensing, permitting, controlling, investigating or remediating emissions,
      discharges, releases or threatened releases of hazardous substances, chemical
      substances, pollutants, contaminants or toxic substances, materials or wastes,
      whether solid, liquid or gaseous in nature, into the air, surface water,
      groundwater or land, or relating to the manufacture, processing, distribution,
      use, treatment, storage, disposal, transport or handling of hazardous
      substances, chemical substances, pollutants, contaminants or toxic substances,
      material or wastes, whether solid, liquid or gaseous in nature. The Company
      has
      all necessary governmental approvals required under all Environmental Laws
      and
      used in its business or in the business of any of its Subsidiaries. The Company
      and each of its Subsidiaries are also in compliance with all other limitations,
      restrictions, conditions, standards, requirements, schedules and timetables
      required or imposed under all Environmental Laws. Except for such instances
      as
      would not individually or in the aggregate have a Material Adverse Effect,
      there
      are no past or present events, conditions, circumstances, incidents, actions
      or
      omissions relating to or in any way affecting the Company or its Subsidiaries
      that violate or may violate any Environmental Law after the Closing Date or
      that
      may give rise to any environmental liability, or otherwise form the basis of
      any
      claim, action, demand, suit, proceeding, hearing, study or investigation (i)
      under any Environmental Law, or (ii) based on or related to the manufacture,
      processing, distribution, use, treatment, storage (including without limitation
      underground storage tanks), disposal, transport or handling, or the emission,
      discharge, release or threatened release of any hazardous substance.


    


    (v) Books
      and Record Internal Accounting Controls.
      The
      books and records of the Company and its Subsidiaries accurately reflect in
      all
      material respects the information relating to the business of the Company and
      the Subsidiaries, the location and collection of their assets, and the nature
      of
      all transactions giving rise to the obligations or accounts receivable of the
      Company or any Subsidiary. The Company and each of its Subsidiaries maintain
      a
      system of internal accounting controls sufficient, in the judgment of the
      Company, 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.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (w) Material
      Agreements.
      Except
      for the Transaction Documents (with respect to clause (i) only), as disclosed
      in
      the Commission Documents or as set forth on Schedule
      2.1(w)
      hereto,
      or as would not be reasonably likely to have a Material Adverse Effect, (i)
      the
      Company and each of its Subsidiaries have performed all obligations required
      to
      be performed by them to date under any written or oral contract, instrument,
      agreement, commitment, obligation, plan or arrangement, filed or required to
      be
      filed with the Commission (the “Material
      Agreements”),
      (ii)
      neither the Company nor any of its Subsidiaries has received any notice of
      default under any Material Agreement and, (iii) to the best of the Company's
      knowledge, neither the Company nor any of its Subsidiaries is in default under
      any Material Agreement now in effect.

    


      (x) Intellectual
      Property.
      The
      Company and its Subsidiaries own, or have rights to use, all inventions,
      know-how, patents, patent applications, trademarks, trademark applications,
      service marks, trade names, copyrights, licenses, trade secrets and other
      similar rights that are necessary or material for use in connection with their
      respective businesses now operated by them and presently contemplated to be
      operated by them which the failure to so have would have or reasonably be
      expected to result in a Material Adverse Effect (collectively, the “Intellectual
      Property Rights”).
      None
      of the Company’s or any Subsidiary’s Intellectual Property Rights have expired
      or terminated, or are expected to expire or terminate, within three years from
      the date of this Agreement. None of the Company’s nor any Subsidiary has
      received written notice that the Intellectual Property Rights used by the
      Company or any Subsidiary violates or infringes upon the rights of any Person.
      To the knowledge of the Company, the Company and its Subsidiaries’ patents and
      other Intellectual Property Rights and the present activities of the Company
      and
      its Subsidiaries do not infringe any patent, copyright, trademark, trade name
      or
      other proprietary rights of any third party, and there is no claim, action
      or
      proceeding being made or brought against, or to the Company’s knowledge, being
      threatened against, the Company or any Subsidiary regarding any of the
      Intellectual Property Rights. The Company does not have any knowledge of an
      infringement by another Person of any of the Intellectual Property Rights by
      third parties and has no reason to believe that any of its Intellectual Property
      Rights is unenforceable. The Company has taken commercially reasonable security
      measures to protect the secrecy, confidentiality and value of all of their
      intellectual properties

    


    (y) Transactions
      with Affiliates.
      Except
      as set forth in the Commission Documents, there are no loans, leases,
      agreements, contracts, royalty agreements, management contracts or arrangements
      or other continuing transactions between (a) the Company or any Subsidiary
      on
      the one hand, and (b) on the other hand, any officer, employee, consultant
      or
      director of the Company or any of its Subsidiaries, or any person owning any
      capital stock of the Company or any Subsidiary or any member of the immediate
      family of such officer, employee, consultant, director or stockholder, or any
      corporation or other entity controlled by such officer, employee, consultant,
      director or stockholder, or a member of the immediate family of such officer,
      employee, consultant, director or stockholder.

    


    (z) Sarbanes-Oxley;
      Disclosure Controls.
      The
      Company is in compliance in all material respects with all of the provisions
      of
      the Sarbanes-Oxley Act of 2002 which are applicable to it as of the Closing
      Date. 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 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 is being prepared. The Company’s
      certifying officers have evaluated the effectiveness of the Company’s disclosure
      controls and procedures as of the end of the most recent periodic reporting
      period 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 over financial reporting (as such
      term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) or, to the
      Company’s knowledge, in other factors that could reasonably be expected to
      materially affect the Company’s internal controls over financial
      reporting

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    (aa) Securities
      Act of 1933.
      Based
      in material part upon the representations herein of the Purchasers, the Company
      has complied and will comply with all applicable federal and state securities
      laws in connection with the offer, issuance and sale of the Securities
      hereunder. Neither the Company nor anyone acting on its behalf, directly or
      indirectly, has or will sell, offer to sell or solicit offers to buy any of
      the
      Securities or similar securities to, or solicit offers with respect thereto
      from, or enter into any preliminary conversations or negotiations relating
      thereto with, any person, or has taken or will take any action so as to bring
      the issuance and sale of any of the Securities under the registration provisions
      of the Securities Act and applicable state securities laws, and neither the
      Company nor any of its affiliates, nor any person acting on its or their behalf,
      has engaged in any form of general solicitation or general advertising (within
      the meaning of Regulation D under the Securities Act) in connection with the
      offer or sale of any of the Securities.

     

    (bb) Governmental
      Approvals.
      Except
      for the filing of any notice prior or subsequent to the Closing Date that may
      be
      required under applicable state and/or Federal securities laws (which if
      required, shall be filed on a timely basis), including the filing of a Form
      D
      and a registration statement or statements pursuant to the Registration Rights
      Agreement, no authorization, consent, approval, license, exemption of, filing
      or
      registration with any court or governmental department, commission, board,
      bureau, agency or instrumentality, domestic or foreign, is or will be necessary
      for, or in connection with, the execution or delivery of the Notes and the
      Warrants, or for the performance by the Company of its obligations under the
      Transaction Documents.

     

    (cc) Employees.
      Neither
      the Company nor any Subsidiary has any collective bargaining arrangements or
      agreements covering any of its employees. Except as set forth on Schedule
      2.1(cc),
      neither
      the Company nor any Subsidiary has any employment contract, agreement, regarding
      proprietary information, non-competition agreement, non-solicitation agreement,
      confidentiality agreement, or any other similar contract or restrictive
      covenant, relating to the right of any officer, employee or consultant to be
      employed or engaged by the Company or such Subsidiary. No officer, consultant
      or
      key employee of the Company or any Subsidiary whose termination, either
      individually or in the aggregate, could have a Material Adverse Effect, has
      terminated or, to the knowledge of the Company, has any present intention of
      terminating his or her employment or engagement with the Company or any
      Subsidiary.

     

    (dd) Absence
      of Certain Developments.
      Except
      as set forth on Schedule
      2.1(dd),
      since
      September 30, 2007, neither the Company nor any Subsidiary has:

     

    (i) issued
      any stock, bonds or other corporate securities or any rights, options or
      warrants with respect thereto;

     

    (ii) borrowed
      any amount or incurred or become subject to any liabilities (absolute or
      contingent) except current liabilities incurred in the ordinary course of
      business which are comparable in nature and amount to the current liabilities
      incurred in the ordinary course of business during the comparable portion of
      its
      prior fiscal year;

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (iii) discharged
      or satisfied any lien or encumbrance or paid any obligation or liability
      (absolute or contingent), other than current liabilities paid in the ordinary
      course of business;

     

    (iv) declared
      or made any payment or distribution of cash or other property to stockholders
      with respect to its stock, or purchased or redeemed, or made any agreements
      so
      to purchase or redeem, any shares of its capital stock;

     

    (v) sold,
      assigned or transferred any other tangible assets, or canceled any debts or
      claims, except in the ordinary course of business;

     

    (vi) sold,
      assigned or transferred any patent rights, trademarks, trade names, copyrights,
      trade secrets or other intangible assets or intellectual property rights, or
      disclosed any proprietary confidential information to any person except to
      customers in the ordinary course of business;

     

    (vii) suffered
      any substantial losses or waived any rights of material value, whether or not
      in
      the ordinary course of business, or suffered the loss of any material amount
      of
      prospective business;

     

    (viii) made
      any
      changes in employee compensation except in the ordinary course of business
      and
      consistent with past practices;

     

    (ix) made
      capital expenditures or commitments therefor that aggregate in excess of
      $100,000;

     

    (x) entered
      into any other transaction other than in the ordinary course of business, or
      entered into any other material transaction, whether or not in the ordinary
      course of business;

     

    (xi) made
      charitable contributions or pledges in excess of $25,000;

     

    (xii) suffered
      any material damage, destruction or casualty loss, whether or not covered by
      insurance;

     

    (xiii) experienced
      any material problems with labor or management in connection with the terms
      and
      conditions of their employment;

     

    (xiv) effected
      any two or more events of the foregoing kind which in the aggregate would be
      material to the Company or its Subsidiaries; or

     

    (xv) entered
      into an agreement, written or otherwise, to take any of the foregoing
      actions.

     

    (ee) Public
      Utility Holding Company Act and Investment Company Act Status.
      The
      Company is not a “holding company” or a “public utility company” as such terms
      are defined in the Public Utility Holding Company Act of 1935, as amended.
      The
      Company is not, and as a result of and immediately upon the Closing will not
      be,
      an “investment company” or a company “controlled” by an “investment company,”
within the meaning of the Investment Company Act of 1940, as
      amended.

     

    (ff) ERISA.
      No
      liability to the Pension Benefit Guaranty Corporation has been incurred with
      respect to any Plan (as defined below) by the Company or any of its Subsidiaries
      which is or would be materially adverse to the Company and its Subsidiaries.
      The
      execution and delivery of this Agreement and the issuance and sale of the Shares
      will not involve any transaction which is subject to the prohibitions of Section
      406 of ERISA or in connection with which a tax could be imposed pursuant to
      Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”);
      provided
      that if
      any of the Purchasers, or any person or entity that owns a beneficial interest
      in any of the Purchasers, is an “employee pension benefit plan” (within the
      meaning of Section 3(2) of ERISA) with respect to which the Company is a “party
      in interest” (within the meaning of Section 3(14) of ERISA), the requirements of
      Sections 407(d)(5) and 408(e) of ERISA, if applicable, are met. As used in
      this
Section
      2.1(ff),
      the
      term “Plan”
shall
      mean an “employee pension benefit plan” (as defined in Section 3 of ERISA) which
      is or has been established or maintained, or to which contributions are or
      have
      been made, by the Company or any Subsidiary or by any trade or business, whether
      or not incorporated, which, together with the Company or any Subsidiary, is
      under common control, as described in Section 414(b) or (c) of the
      Code.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (gg) Dilutive
      Effect.
      The
      Company understands and acknowledges that its obligation to (i) issue Conversion
      Shares upon conversion of the Notes in accordance with this Agreement and the
      Note, and (ii) its obligations to issue the Warrant Shares upon the exercise
      of
      the Warrants in accordance with this Agreement and the Warrants, is, in each
      case, absolute and unconditional regardless of the dilutive effect that such
      issuance may have on the ownership interest of other stockholders of the
      Company.

     

    (hh) No
      Integrated Offering.
      Neither
      the Company, nor any of its affiliates, nor any person acting on its or their
      behalf, has directly or indirectly made any offers or sales of any security
      or
      solicited any offers to buy any security under circumstances that would cause
      the offering of the Securities pursuant to this Agreement to be integrated
      with
      prior offerings by the Company for purposes of the Securities Act which would
      prevent the Company from selling the Securities pursuant to Rule 506 under
      the
      Securities Act, or any applicable exchange-related stockholder approval
      provisions, nor will the Company or any of its affiliates or Subsidiaries take
      any action or steps that would cause the offering of the Shares to be integrated
      with other offerings.

    


    (ii) Listing
      and Maintenance Requirements.
      Except
      as set forth in the Commission Documents, the Company has not, in the two (2)
      years preceding the date hereof, received notice (written or oral) from any
      Trading Market on which the Common Stock is or has been listed or quoted to
      the
      effect that the Company is not in compliance with the listing or maintenance
      requirements of such Trading Market. Except as set forth in the Commission
      Documents, the Company is, and has no reason to believe that it will not in
      the
      foreseeable future continue to be, in compliance with all such listing and
      maintenance requirements. “Trading
      Market”
means
      the OTC Bulletin Board or any other Eligible Market, or any other national
      securities exchange, market or trading or quotation facility on which the Common
      Stock is then listed or quoted. “Eligible
      Market”
means
      any of the New York Stock Exchange, the American Stock Exchange, the NASDAQ
      Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market or
      the
      Over-the-Counter Bulletin Board.

    


    (jj) Independent
      Nature of Purchasers.
      The
      Company acknowledges that the obligations of each Purchaser under the
      Transaction Documents are several and not joint with the obligations of any
      other Purchaser, and no Purchaser shall be responsible in any way for the
      performance of the obligations of any other Purchaser under the Transaction
      Documents. The Company acknowledges that the decision of each Purchaser to
      purchase securities pursuant to this Agreement has been made by such Purchaser
      independently of any other purchase and independently of any information,
      materials, statements or opinions as to the business, affairs, operations,
      assets, properties, liabilities, results of operations, condition (financial
      or
      otherwise) or prospects of the Company or of its Subsidiaries which may have
      made or given by any other Purchaser or by any agent or employee of any other
      Purchaser, and no Purchaser or any of its agents or employees shall have any
      liability to any Purchaser (or any other person) relating to or arising from
      any
      such information, materials, statements or opinions. The Company acknowledges
      that nothing contained herein, or in any Transaction Document, and no action
      taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute
      the Purchasers as a partnership, an association, a joint venture or any other
      kind of entity, or create a presumption that the Purchasers are in any way
      acting in concert or as a group with respect to such obligations or the
      transactions contemplated by the Transaction Documents. The Company acknowledges
      that each Purchaser shall be entitled to independently protect and enforce
      its
      rights, including without limitation, the rights arising out of this Agreement
      or out of the other Transaction Documents, and it shall not be necessary for
      any
      other Purchaser to be joined as an additional party in any proceeding for such
      purpose. The Company acknowledges that for reasons of administrative convenience
      only, the Transaction Documents have been prepared by counsel for one of the
      Purchasers and such counsel does not represent all of the Purchasers but only
      such Purchaser and the other Purchasers have retained their own individual
      counsel with respect to the transactions contemplated hereby. The Company
      acknowledges that it has elected to provide all Purchasers with the same terms
      and Transaction Documents for the convenience of the Company and not because
      it
      was required or requested to do so by the Purchasers. 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    (kk)
      Questionable
      Payments.
      Neither
      the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any
      directors, officers, employees, agents or other Persons acting on behalf of
      the
      Company or any of its Subsidiaries has, in the course of its actions for, or
      on
      behalf of, the Company: (a) directly or indirectly, used any corporate funds
      for
      unlawful contributions, gifts, entertainment or other unlawful expenses relating
      to foreign or domestic political activity; (b) made any direct or indirect
      unlawful payments to any foreign or domestic governmental officials or employees
      or to any foreign or domestic political parties or campaigns from corporate
      funds; (c) violated in any material respect any provision of the Foreign Corrupt
      Practices Act of 1977, as amended; or (d) made any other unlawful bribe, rebate,
      payoff, influence payment, kickback or other unlawful payment to any foreign
      or
      domestic government official or employee.

    


    (ll)
      Application
      of Takeover Protections.
      The
      Company and its board of directors have taken all necessary action, if any,
      in
      order to render inapplicable any control share acquisition, business
      combination, poison pill (including any distribution under a rights agreement)
      or other similar anti-takeover provision under the Company’s charter documents
      or the laws of its state of incorporation that is or could reasonably be
      expected to become applicable to any of the Purchasers as a result of the
      Purchasers and the Company fulfilling their obligations or exercising their
      rights under the Transaction Documents, including, without limitation, the
      Company’s issuance of the Securities and the Purchasers’ ownership of the
      Securities.

    


    (mm)
      Transfer
      Agent.
      The
      name, address, telephone number, fax number, contact person and email address
      of
      the Company’s current transfer agent is set forth on Schedule
      2.1(mm)
      hereto.

     

    Section
      2.2 Representations
      and Warranties of the Purchasers.
      Each
      Purchaser hereby makes the following representations and warranties to the
      Company (with respect solely to itself and not with respect to any other
      Purchaser), as of the date hereof, and as of each Closing Date in which such
      Purchaser is participating in a Closing:

     

    (a) Organization
      and Standing of the Purchasers.
      If such
      Purchaser is an entity, such Purchaser is a corporation, partnership or limited
      liability company duly incorporated or organized, validly existing and in good
      standing under the laws of the jurisdiction of its incorporation or
      organization.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (b) Authorization
      and Power.
      Such
      Purchaser has the requisite power and authority to enter into and perform this
      Agreement and to purchase the Notes and Warrants being sold to it hereunder.
      The
      execution, delivery and performance of this Agreement and the Registration
      Rights Agreement by such Purchaser and the consummation by it of the
      transactions contemplated hereby and thereby have been duly authorized by all
      necessary corporate or partnership action, and no further consent or
      authorization of such Purchaser or its Board of Directors, stockholders or
      partners, as the case may be, is required. Each of this Agreement and the
      Registration Rights Agreement has been duly authorized, executed and delivered
      by such Purchaser and constitutes, or shall constitute when executed and
      delivered, a valid and binding obligation of the Purchaser enforceable against
      the Purchaser in accordance with the terms thereof, except as such
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, liquidation, conservatorship, receivership or
      similar laws relating to, or affecting generally the enforcement of, creditor’s
      rights and remedies or by other equitable principles of general
      application.

     

    (c) No
      Conflicts.
      The
      execution, delivery and performance of this Agreement and the Registration
      Rights Agreement and the consummation by such Purchaser of the transactions
      contemplated hereby and thereby or relating hereto do not and will not (i)
      result in a violation of such Purchaser’s charter documents or bylaws or other
      organizational documents or (ii) conflict with, or constitute a default (or
      an
      event which with notice or lapse of time or both would become a default) under,
      or give to others any rights of termination, amendment, acceleration or
      cancellation of any agreement, indenture or instrument or obligation to which
      such Purchaser is a party or by which its properties or assets are bound, or
      result in a violation of any law, rule, or regulation, or any order, judgment
      or
      decree of any court or governmental agency applicable to such Purchaser or
      its
      properties (except for such conflicts, defaults and violations as would not,
      individually or in the aggregate, have a material adverse effect on such
      Purchaser). Such Purchaser is not required to obtain any consent, authorization
      or order of, or make any filing or registration with, any court or governmental
      agency in order for it to execute, deliver or perform any of its obligations
      under this Agreement or the Registration Rights Agreement or to purchase the
      Notes or acquire the Warrants in accordance with the terms hereof; provided
      that for
      purposes of the representation made in this sentence, such Purchaser is assuming
      and relying upon the accuracy of the relevant representations and agreements
      of
      the Company herein.

     

    (d) Acquisition
      for Investment.
      Such
      Purchaser is acquiring the Securities solely for its own account for the purpose
      of investment and not with a view to or for sale in connection with
      distribution. Each Purchaser does not have a present intention to sell the
      Securities, nor a present arrangement (whether or not legally binding) or
      intention to effect any distribution of the Securities to or through any person
      or entity; provided,
      however,
      that by
      making the representations herein and subject to Section
      2.2(h)
      below,
      such Purchaser does not agree to hold the Securities for any minimum or other
      specific term and reserves the right to dispose of the Securities at any time
      in
      accordance with Federal and state securities laws applicable to such
      disposition. Such Purchaser acknowledges that it is able to bear the financial
      risks associated with an investment in the Securities and that it has been
      given
      full access to such records of the Company and the Subsidiaries and to the
      officers of the Company and the Subsidiaries and received such information
      as it
      has deemed necessary or appropriate to conduct its due diligence investigation
      and has sufficient knowledge and experience in investing in companies similar
      to
      the Company in terms of the Company’s stage of development so as to be able to
      evaluate the risks and merits of its investment in the Company.

    


    (e) Status
      of Purchasers.
      Such
      Purchaser is an “accredited investor” as defined in Regulation D promulgated
      under the Securities Act. Such Purchaser is not required to be registered as
      a
      broker-dealer under Section 15 of the Exchange Act and such Purchaser is not
      a
      broker-dealer.

     

    (f) Opportunities
      for Additional Information.
      Such
      Purchaser acknowledges that such Purchaser has had the opportunity to ask
      questions of and receive answers from, or obtain additional information from,
      the executive officers of the Company concerning the financial and other affairs
      of the Company, and to the extent deemed necessary in light of such Purchaser’s
      personal knowledge of the Company’s affairs, such Purchaser has asked such
      questions and received answers to the full satisfaction of such Purchaser,
      and
      such Purchaser desires to invest in the Company.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (g) No
      General Solicitation.
      Such
      Purchaser acknowledges that the Securities were not offered to such Purchaser
      by
      means of any form of general or public solicitation or general advertising,
      or
      publicly disseminated advertisements or sales literature, including (i) any
      advertisement, article, notice or other communication published in any
      newspaper, magazine, or similar media, or broadcast over television or radio,
      or
      (ii) any seminar or meeting to which such Purchaser was invited by any of the
      foregoing means of communications.

     

    (h) Rule
      144.
      Such
      Purchaser understands that the Securities must be held indefinitely unless
      such
      Securities are registered under the Securities Act or an exemption from
      registration is available. Such Purchaser acknowledges that such Purchaser
      is
      familiar with Rule 144 of the rules and regulations of the Commission, as
      amended, promulgated pursuant to the Securities Act (“Rule
      144”),
      and
      that such Purchaser has been advised that Rule 144 permits resales only under
      certain circumstances. Such Purchaser understands that to the extent that Rule
      144 is not available, such Purchaser will be unable to sell any Securities
      without either registration under the Securities Act or the existence of another
      exemption from such registration requirement.

    


    (i) General.
      Such
      Purchaser understands that the Securities are being offered and sold in reliance
      on a transactional exemption from the registration requirement of Federal and
      state securities laws and the Company is relying upon the truth and accuracy
      of
      the representations, warranties, agreements, acknowledgments and understandings
      of such Purchaser set forth herein in order to determine the applicability
      of
      such exemptions and the suitability of such Purchaser to acquire the
      Securities.

     

    (j) Independent
      Investment.
      Except
      as may be disclosed in any filings with the Commission by it under Section
      13
      and/or Section 16 of the Exchange Act, such Purchaser has not agreed to act
      with
      any other Purchaser for the purpose of acquiring, holding, voting or disposing
      of the Securities purchased hereunder for purposes of Section 13(d) under the
      Exchange Act, and such Purchaser is acting independently with respect to its
      investment in the Securities.

    


    (k) Short
      Sales.
      Purchaser has not, during the last thirty (30) days prior to the date hereof,
      directly or indirectly, nor has any party acting on behalf of or pursuant to
      any
      understanding with such Purchaser, effected or agreed to effect any short sale,
      whether or not against the box, established any “put equivalent position” (as
      defined in Rule 16(a)-1(h) under the Exchange Act) with respect to any security
      of the Company, granted any other right (including, without limitation, any
      put
      or call option) with respect to any security of the Company or with respect
      to
      any security that includes, relates to, or derives any significant part of
      its
      value from any security of the Company or otherwise sought to hedge its
      positioning of the Company’s securities. Such Purchaser shall not, and shall
      cause any affiliates not to, engage, directly or indirectly, in any transactions
      in the securities of the Company (including, without limitation, any short
      sales) involving the Company’s securities during the period from the date hereof
      until such time as one (1) year from the Effectiveness Date (as defined in
      the
      Registration Rights Agreement). Such Purchaser understands and
      acknowledges, severally and not jointly with any other Purchaser, that the
      Commission currently takes the position that covering a short position
      established prior to effectiveness of a resale registration statement with
      shares included in such registration statement would be a violation of Section
      5
      of the Securities Act, as set forth in Item 65, Section 5 under Section A,
      of
      the Manual of Publicly Available Telephone Interpretations, dated July 1997,
      compiled by the Office of Chief Counsel, Division of Corporation
      Finance

     

    
      
        
        

      

      
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    ARTICLE
      III

    Covenants

     

    The
      Company covenants with each of the Purchasers as follows, which covenants are
      for the benefit of each Purchaser and its permitted assignees (as defined
      herein):

     

    Section
      3.1 Securities
      Compliance.
      The
      Company shall notify the Commission in accordance with their rules and
      regulations, of the transactions contemplated by any of the Transaction
      Documents, including filing a Form D with respect to the Notes, Warrants,
      Conversion Shares and the Warrant Shares as required under Regulation D and
      applicable “blue sky” laws, and shall take all other necessary action and
      proceedings as may be required and permitted by applicable law, rule and
      regulation, for the legal and valid issuance of the Notes, the Warrants, the
      Conversion Shares and the Warrant Shares to the Purchasers or subsequent
      holders. 

     

    Section
      3.2 Registration
      and Listing.
      The
      Company shall (a) comply in all respects with its reporting and filing
      obligations under the Exchange Act, (b) comply with all requirements related
      to
      any registration statement filed pursuant to this Agreement and the Registration
      Rights Agreement, and (c) not take any action or file any document (whether
      or
      not permitted by the Securities Act or the rules promulgated thereunder) to
      terminate or suspend such registration or to terminate or suspend its reporting
      and filing obligations under the Exchange Act or Securities Act, except as
      permitted herein. The Company will take all action necessary to continue the
      listing or trading of its Common Stock on the OTC Bulletin Board or other
      exchange or market on which the Common Stock is trading or may be traded in
      the
      future. Subject to the terms of the Transaction Documents, the Company further
      covenants that it will take such further action as the Purchasers may reasonably
      request, all to the extent required from time to time to enable the Purchasers
      to sell the Shares without registration under the Securities Act within the
      limitation of the exemptions provided by Rule 144 promulgated under the
      Securities Act. Upon the request of the Purchasers, the Company shall deliver
      to
      the Purchasers a written certification of a duly authorized officer as to
      whether it has complied with such requirements.

     

    Section
      3.3 Inspection
      Rights. The
      Company shall permit, during normal business hours and upon reasonable request
      and reasonable notice, each Purchaser or any employees, agents or
      representatives thereof, so long as any Notes remain outstanding, for purposes
      reasonably related to such Purchaser’s interests as a stockholder, to examine
      and make reasonable copies of and extracts from the records and books of account
      of, and visit and inspect the properties, assets, operations and business of
      the
      Company and any Subsidiary, and to discuss the affairs, finances and accounts
      of
      the Company and any Subsidiary with any of its officers, consultants, directors,
      and key employees. As a condition to such inspection, Purchasers shall keep
      such
      information confidential; provided
      that
      such information may be disclosed (i) to the extent required by applicable
      law,
      regulation or legal process, subpoena, civil investigative demand or other
      similar process, (ii) to the extent reasonably necessary in connection with
      the
      enforcement of rights under this Agreement, (iii) to any governmental, judicial
      or regulatory authority requiring or requesting such information, and (iv)
      to
      its directors, officers, employees, agents, managers and general partners,
      consultants, accountants, financial advisers, legal counsel and other
      professional advisers. 

     

    Section
      3.4 Compliance
      with Laws.
      The
      Company shall comply, and cause each Subsidiary, whether such Subsidiary is
      in
      existence as of the date of this agreement or formed or acquired subsequent
      to
      the date of this agreement, to comply, with all applicable laws, rules,
      regulations and orders, noncompliance with which could have a Material Adverse
      Effect.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    Section
      3.5 Keeping
      of Records and Books of Account.
      The
      Company shall keep and cause each Subsidiary to keep adequate records and books
      of account, in which complete entries will be made in accordance with GAAP
      consistently applied, reflecting all financial transactions of the Company
      and
      its Subsidiaries, and in which, for each fiscal year, all proper reserves for
      depreciation, depletion, obsolescence, amortization, taxes, bad debts and other
      purposes in connection with its business shall be made.

    


     Section
      3.6 Furnishing
      of Information.
      Until
      all of the Securities
      are
      eligible for sale under Rule 144(k) promulgated under the Securities Act, the
      Company covenants to timely file (or obtain extensions in respect thereof and
      file within the applicable grace period) all reports required to be filed by
      the
      Company after the date hereof pursuant to the Exchange Act. Until all of the
      Securities are eligible for sale under Rule 144(k) promulgated under the
      Securities Act, if the Company is not required to file reports pursuant to
      such
      laws, it will prepare and furnish to the Purchasers and make publicly available
      in accordance with Rule 144(c) such information as is required for the
      Purchasers to sell the Securities under Rule 144. The Company further covenants
      that it will take such further action as any holder of Securities may reasonably
      request, all to the extent required from time to time to enable such Person
      to
      sell the Securities without registration under the Securities Act within the
      limitation of the exemptions provided by Rule 144.

    


    Section
      3.7 Reporting
      Requirements.
      If the
      Commission ceases making periodic reports filed under the Exchange Act available
      via the Internet, then at a Purchaser’s request the Company shall furnish the
      following to such Purchaser so long as such Purchaser shall be obligated
      hereunder to purchase the Notes or shall beneficially own any
      Securities:

     

    (a) quarterly
      Reports filed with the Commission on Form 10-QSB as soon as practical after
      the
      document is filed with the Commission, and in any event within five (5) days
      after the document is filed with the Commission;

     

    (b) annual
      Reports filed with the Commission on Form 10-KSB as soon as practical after
      the
      document is filed with the Commission, and in any event within five (5) days
      after the document is filed with the Commission; and

     

    (c) copies
      of
      all notices and information, including without limitation notices and proxy
      statements in connection with any meetings, that are provided to holders of
      shares of Common Stock, contemporaneously with the delivery of such notices
      or
      information to such holders of Common Stock.

     

    Section
      3.8 Amendments.
      The
      Company shall not amend or waive any provision of the Certificate or Bylaws
      of
      the Company in any way that would materially and adversely affect the rights
      of
      the Notes and/or Warrants. No
      consideration shall be offered or paid to any holders of the Notes or the
      Warrants to amend or consent to a waiver or modification of any provision of
      any
      of the Transaction Documents unless the same consideration also is offered
      to
      all of the parties to the Transaction Documents, holders of Notes or Warrants,
      as the case may be. The Company has not, directly or indirectly, made any
      agreements with any Purchasers relating to the terms or conditions of the
      transactions contemplated by the Transaction Documents except as set forth
      in
      the Transaction Documents. Without limiting the foregoing, the Company confirms
      that, except as set forth in this Agreement, no Purchaser has made any
      commitment or promise or has any other obligation to provide any financing
      to
      the Company or otherwise.

     

    Section
      3.9 Other
      Agreements.
      The
      Company shall not enter into any agreement in which the terms of such agreement
      would materially restrict or impair the right or ability to perform of the
      Company or any Subsidiary under any Transaction Document.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    Section
      3.10 Distributions.
      So long
      as any Notes remain outstanding, the Company agrees that it shall not (i)
      declare or pay any dividends or make any distributions to any holder(s) of
      Common Stock or (ii) purchase or otherwise acquire for value, directly or
      indirectly, any Common Stock or other equity security of the
      Company.

     

    Section
      3.11 Use
      of
      Proceeds.
      The net
      proceeds from the sale of the Notes and Warrants hereunder shall be used by
      the
      Company for (i) to pay-off and retire the $350,000 line of credit with M&T
      Bank and (ii) to pay payroll and other employment related obligations. The
      proceeds shall also be used for general corporate purposes, and not to redeem
      any Common Stock or securities convertible, exercisable or exchangeable into
      Common Stock, to settle any outstanding litigation or
      to
      cause any increase in management’s compensation, direct or otherwise, in a
      manner other than in the ordinary course of business.
      An
      estimated allocation of the net proceeds from the sale of the Securities
      hereunder is set forth on Schedule
      3.11
      hereto.

     

    Section
      3.12 Reservation
      of Shares.
      So long
      as any of the Notes or Warrants remain outstanding, the Company shall take
      all
      action necessary to at all times have authorized, and reserved for the purpose
      of issuance, no less than one hundred twenty percent (120%) of the aggregate
      number of shares of Common Stock needed to provide for the issuance of the
      Conversion Shares and the Warrant Shares.

     

    Section
      3.13 Transfer
      Agent Instructions.
      The
      Company shall issue irrevocable instructions to its transfer agent, and any
      subsequent transfer agent, to issue certificates, registered in the name of
      each
      Purchaser or its respective nominee(s), for the Conversion Shares and the
      Warrant Shares in such amounts as specified from time to time by each Purchaser
      to the Company upon conversion of the Notes or exercise of the Warrants in
      the
      form of Exhibit
      F
      attached
      hereto (the “Irrevocable
      Transfer Agent Instructions”).
      Prior
      to registration of the Conversion Shares and the Warrant Shares under the
      Securities Act, all such certificates shall bear the restrictive legend
      specified in Section
      5.1
      of this
      Agreement. The Company warrants that no instruction other than the Irrevocable
      Transfer Agent Instructions referred to in this Section
      3.13
      will be
      given by the Company to its transfer agent and that the Shares shall otherwise
      be freely transferable on the books and records of the Company as and to the
      extent provided in this Agreement and the Registration Rights Agreement. If
      a
      Purchaser provides the Company with an opinion of counsel, in a generally
      acceptable form, to the effect that a public sale, assignment or transfer of
      the
      Shares may be made without registration under the Securities Act or the
      Purchaser provides the Company with reasonable assurances that such Shares
      can
      be sold pursuant to Rule 144 without any restriction as to the number of
      securities acquired as of a particular date that can then be immediately sold,
      the Company shall permit the transfer, and, in the case of the Conversion Shares
      and the Warrant Shares, promptly instruct its transfer agent to issue one or
      more certificates in such name and in such denominations as specified by such
      Purchaser and without any restrictive legend. The Company acknowledges that
      a
      breach by it of its obligations under this Section
      3.13
      will
      cause irreparable harm to the Purchasers by vitiating the intent and purpose
      of
      the transaction contemplated hereby. Accordingly, the Company acknowledges
      that
      the remedy at law for a breach of its obligations under this Section
      3.13
      will be
      inadequate and agrees, in the event of a breach or threatened breach by the
      Company of the provisions of this Section
      3.13,
      that
      the Purchasers shall be entitled, in addition to all other available remedies,
      to an order and/or injunction restraining any breach and requiring immediate
      issuance and transfer, without the necessity of showing economic loss and
      without any bond or other security being required.

     

    Section
      3.14 Disposition
      of Assets.
      So long
      as any Notes remain outstanding, neither the Company nor any Subsidiary shall
      sell, transfer or otherwise dispose of any of its properties, assets and rights
      including, without limitation, its software and intellectual property, to any
      person except for (A) sales to customers in the ordinary course of business;
      (B)
      sales of assets not in excess of 25% of the Company’s total assets as shown on
      its balance sheet; or (C) with the prior written consent of the holders of
      a
      majority of the holders of the Notes and Warrants then outstanding.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Section
      3.15 Reporting
      Status. So
      long
      as a Purchaser beneficially owns any of the Securities, the Company shall timely
      file all reports required to be filed with the Commission pursuant to the
      Exchange Act, and the Company shall not cease filing reports under the Exchange
      Act even if the Exchange Act or the rules and regulations thereunder would
      permit such termination. 

     

    Section
      3.16 Disclosure
      of Transaction.
      The
      Company shall issue a press release describing the material terms of the
      transactions contemplated hereby (the “Press
      Release”)
      as
      soon as practicable after the Closing but in no event later than 4 business
      days
      after the Closing has been consummated. The Company shall also file with the
      Commission a Current Report on Form 8-K (the “Form
      8-K”)
      describing the material terms of the transactions contemplated hereby (and
      attaching as exhibits thereto this Agreement, the Registration Rights Agreement,
      the Security Agreement, the form of Warrant and the Press Release) as soon
      as
      practicable following the Closing Date but in no event more than four (4)
      Trading Days following the Closing Date, which Press Release and Form 8-K shall
      be subject to prior review and comment by counsel for the Purchasers.
“Trading
      Day”
means
      any day during which the OTC Bulletin Board (or other quotation venue or
      principal exchange on which the Common Stock is traded) shall be open for
      trading. 

     

    Section
      3.17 Disclosure
      of Material Information.
      The
      Company represents, covenants and agrees that neither it nor any other person
      acting on its behalf has provided or will provide any Purchaser or its agents
      or
      counsel with any information that the Company believes constitutes material
      non-public information (other than with respect to the transactions contemplated
      by this Agreement), unless prior thereto such Purchaser shall have executed
      a
      written agreement regarding the confidentiality and use of such information.
      The
      Company understands and confirms that each Purchaser shall be relying on the
      foregoing representations in effecting transactions in securities of the
      Company.

     

    Section
      3.18 Pledge
      of Securities.
      The
      Company acknowledges and agrees that the Securities may be pledged by a
      Purchaser in connection with a bona
      fide
      margin
      agreement or other loan or financing arrangement that is secured by the
      Securities. The pledge of Securities shall not be deemed to be a transfer,
      sale
      or assignment of the Securities hereunder, and no Purchaser effecting a pledge
      of Securities shall be required to provide the Company with any notice thereof
      or otherwise make any delivery to the Company pursuant to this Agreement or
      any
      other Transaction Document; provided
      that a
      Purchaser and its pledgee shall be required to comply with the provisions of
      Article
      V
      hereof
      in order to effect a sale, transfer or assignment of Securities to such pledgee.
      At the Purchasers' expense, the Company hereby agrees to execute and deliver
      such documentation as a pledgee of the Securities may reasonably request in
      connection with a pledge of the Securities to such pledgee by a
      Purchaser.

     

    Section
      3.19 Form
      SB-2 Eligibility.
      The
      Company currently meets the “registrant eligibility” and transaction
      requirements set forth in the general instructions to Form SB-2 applicable
      to
“resale” registrations on Form SB-2 and the Company shall file all reports
      required to be filed by the Company with the Commission in a timely
      manner.

     

    Section
      3.20 Intentionally
      omitted.
      

    


    Section
      3.21 DTC.
      Not
      later than the effective date of the Registration Statement (as defined in
      the
      Registration Rights Agreement), the Company shall cause its Common Stock to
      be
      eligible for transfer with its transfer agent pursuant to the Depository Trust
      Company Automated Securities Transfer Program.

     

    
      
        
        

      

      
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    Section
      3.22 Subsequent
      Financings.
      

    


    (a) For
      a
      period of twelve (12) months following the effective date of the Registration
      Statement (as defined in the Registration Rights Agreement), the Company
      covenants and agrees to promptly notify (in no event later than five (5) days
      after making or receiving an applicable offer) in writing (a “Rights
      Notice”)
      each
      holder of Notes (each a “Noteholder”
and
      collectively the “Noteholders”)
      of the
      terms and conditions of any proposed offer or sale to, or exchange with (or
      other type of distribution to) any third party (a “Subsequent
      Financing”),
      of
      Common Stock or any debt or equity securities convertible, exercisable or
      exchangeable into Common Stock; provided,
      however,
      prior
      to delivering to each Noteholder a Rights Notice, the Company shall first
      deliver to each Noteholder a written notice of its intention to effect a
      Subsequent Financing (“Pre-Notice”)
      within
      three (3) Trading Days of receiving an applicable offer, which Pre-Notice shall
      ask such Noteholder if it wants to review the details of such financing. Upon
      the request of a Noteholder, and only upon a request by such Noteholder within
      three (3) Trading Days of receipt of a Pre-Notice, the Company shall promptly,
      but no later than two (2) Trading Days after such request, deliver a Rights
      Notice to such Noteholder. The Rights Notice shall describe, in reasonable
      detail, the proposed Subsequent Financing, the names and investment amounts
      of
      all investors participating in the Subsequent Financing (if known), the proposed
      closing date of the Subsequent Financing, which shall be no earlier than ten
      (10) Trading Days from the date of the Rights Notice, and all of the terms
      and
      conditions thereof and proposed definitive documentation to be entered into
      in
      connection therewith. The Rights Notice shall provide each Noteholder an option
      (the “Rights
      Option”)
      during
      the ten (10) Trading Days following delivery of the Rights Notice (the
“Option
      Period”)
      to
      inform the Company whether such Noteholder will purchase up to its pro
      rata
      portion
      of all or a portion of the securities being offered in such Subsequent Financing
      on the same, absolute terms and conditions as contemplated by such Subsequent
      Financing. If any Noteholder elects not to participate in any such Subsequent
      Financing, the other Noteholders may therein participate on a pro
      rata
      basis.
      For purposes of this Section, all references to “pro
      rata”
means,
      for any Noteholder electing to participate in such Subsequent Financing, the
      percentage obtained by dividing (x) the number of Notes held by such Noteholder
      as of the most recent Closing Date by (y) the total number of all of the Notes,
      outstanding as of such date. Delivery of any Rights Notice constitutes a
      representation and warranty by the Company that there are no other material
      terms and conditions, arrangements, agreements or otherwise except for those
      disclosed in the Rights Notice, to provide additional compensation to any party
      participating in any proposed Subsequent Financing, including, but not limited
      to, additional compensation based on changes in the Purchase Price or any type
      of reset or adjustment of a purchase or conversion price or to issue additional
      securities at any time after the closing date of a Subsequent Financing. If
      the
      Company does not receive notice of exercise of the Rights Option from a
      Noteholder within the Option Period, the Company shall have the right to close
      the Subsequent Financing on the scheduled closing date with a third party;
      provided
      that all
      of the material terms and conditions of the closing are the same as those
      provided to the Noteholders in the Rights Notice. If the closing of the proposed
      Subsequent Financing does not occur that date, any closing of the contemplated
      Subsequent Financing or any other Subsequent Financing shall be subject to
      all
      of the provisions of this Section
      3.22(a),
      including, without limitation, the delivery of a new Rights Notice. The
      provisions of this Section
      3.22(a)
      shall
      not apply to issuances of securities in a Permitted Financing.

     

    (b) For
      purposes of this Agreement, a Permitted Financing (as defined hereinafter)
      shall
      not be considered a Subsequent Financing. A “Permitted
      Financing”
shall
      mean (i) securities issued pursuant to the conversion or exercise of convertible
      or exercisable securities issued or outstanding on or prior to the date of
      this
      Agreement or issued pursuant to this Agreement (so long as the conversion or
      exercise price in such securities are not amended to lower such price and/or
      adversely affect the Purchasers), (ii) Common Stock issued or the issuance
      or
      grants of options to purchase Common Stock pursuant to the Company’s stock
      option plans and employee stock purchase plans that either (x) exist on the
      date
      hereof, or (y) do not exceed ten percent (10%) of the outstanding Common Stock
      of the Company as of the date hereof (such percentage subject to adjustment
      consistent with the terms of anti-dilution terms of the Note), and (iii)
      securities issued in connection with a merger, consolidation, acquisition,
      strategic joint venture, or strategic partnership relationship.

     

    
      
        
        

      

      
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    Section
      3.23  Issuance
      of Variable Securities. So
      long
      as any Notes remain outstanding, the Company agrees that it shall not issue
      any
      security with a variable conversion price or variable exercise price for a
      period of two (2) years from the last Closing Date. 

    


    Section
      3.24 Approval
      of Acquisitions.
      So long
      as any Notes remain outstanding, the Company shall not effect, or agree to
      effect, an acquisition or buy out of or with any entity (including without
      limitation the acquisition of a substantial portion of the outstanding
      securities or assets of another entity other than in the ordinary course of
      business), or a consolidation or merger of the Company with or into any other
      corporation or corporations (or other entity or entities), or a sale of all
      or
      substantially all of the assets of the Company, or the effectuation by the
      Company of a transaction or series of related transactions in which more than
      50% of the voting shares of the Company is disposed of or conveyed, without
      providing the holders of the Notes with ten (10) days’ notice of such
      transaction.

    


    Section
      3.25 Most
      Favored Nations.
      If the
      Company has, on or prior to the date of this Agreement, entered into, or shall
      in the future enter into, any agreement with any purchaser or holder of capital
      stock of the Company, by providing such purchaser or holder with any terms
      that
      are more favorable than the rights made available to the Purchasers pursuant
      any
      terms set out in the Transaction Documents in issue as of the date hereof,
      the
      Company shall promptly notify the Purchasers of such terms in writing and
      Purchasers shall have the right to elect in writing within thirty (30) days
      of
      the receipt of such notice to elect to have such terms apply to such Transaction
      Documents. This provision shall only apply to an equity or convertible debt
      investment by one or more investors in excess of $2 million and shall terminate
      upon the earlier to occur of (A) one (1) year from the date of this Agreement
      or
      (B) at any time Purchasers own in the aggregate less than four (4%) percent
      of
      the Company’s outstanding common stock on a fully diluted basis. 

     

    Section
      3.26 Subsequent
      Events.
      No
      later than ten (10) calendar days from the Initial Closing, the Company shall
      ensure that (i) other than Joseph Fucillo and Anthony Fernandez, each member
      of
      the Board of Directors of the Company shall have resigned; (ii) David Giangano
      shall have resigned as Chief Executive Officer; and (iii) two (2) persons
      nominated by the Vision Opportunity Master Fund, Ltd. shall have been approved
      for seats on the Board of Directors. 

    


    ARTICLE
      IV

    Conditions

     

    Section
      4.1 Conditions
      Precedent to the Obligation of the Company to Sell the
      Securities.
      The
      obligation hereunder of the Company to issue and sell the Securities to the
      Purchasers at each Closing is subject to the satisfaction or waiver, at or
      before such Closing, of each of the conditions set forth below. These conditions
      are for the Company’s sole benefit and may be waived by the Company at any time
      in its sole discretion.

     

    (a) Accuracy
      of Each Purchaser’s Representations and Warranties.
      The
      representations and warranties of each Purchaser shall be true and correct
      in
      all material respects as of the date when made and as of the applicable Closing
      Date as though made at that time, except for representations and warranties
      that
      are expressly made as of a particular date, which shall be true and correct
      in
      all material respects as of such date.

     

    
      
        
        

      

      
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    (b) Performance
      by the Purchasers.
      Each
      Purchaser shall have performed, satisfied and complied in all respects with
      all
      covenants, agreements and conditions required by this Agreement to be performed,
      satisfied or complied with by such Purchaser at or prior to such
      Closing.

     

    (c) No
      Injunction.
      No
      statute, rule, regulation, executive order, decree, ruling or injunction shall
      have been enacted, entered, promulgated or endorsed by any court or governmental
      authority of competent jurisdiction which prohibits the consummation of any
      of
      the transactions contemplated by this Agreement. 

     

    (d) Delivery
      of Purchase Price.
      The
      Purchase Price for the Securities to be issued at such Closing has been
      delivered to the Company.

     

    (e) Delivery
      of Transaction Documents.
      The
      Transaction Documents have been duly executed and delivered by the Purchasers
      to
      the Company (as of such Closing or at a prior Closing).

     

    Section
      4.2 Conditions
      Precedent to the Obligation of the Purchasers to Purchase the
      Securities.
      The
      obligation hereunder of each Purchaser to acquire and pay for the Securities
      is
      subject to the satisfaction or waiver, at or before each Closing, of each of
      the
      conditions set forth below. These conditions are for each Purchaser’s sole
      benefit and may be waived by such Purchaser at any time in its sole
      discretion.

     

    (a) Accuracy
      of the Company’s and AGN Network’s Representations and
      Warranties.
      Each of
      the representations and warranties of the Company and AGN Networks in this
      Agreement and the Registration Rights Agreement shall be true and correct in
      all
      respects as of the date when made and as of the applicable Closing Date as
      though made at that time (except for representations and warranties that are
      expressly made as of a particular date), which shall be true and correct in
      all
      respects as of such date.

     

    (b) Performance
      by the Company and AGN Networks.
      The
      Company and AGN Networks shall have performed, satisfied and complied in all
      respects with all covenants, agreements and conditions required by this
      Agreement to be performed, satisfied or complied with by the Company and AGN
      Networks at or prior to such Closing.

     

    (c) No
      Suspension, Etc.
      Trading
      in the Company’s Common Stock shall not have been suspended by the Commission or
      the OTC Bulletin Board (except for any suspension of trading of limited duration
      agreed to by the Company, which suspension shall be terminated prior to the
      applicable Closing), and, at any time prior to the applicable Closing Date,
      trading in securities generally as reported by Bloomberg Financial Markets
      (“Bloomberg”)
      shall
      not have been suspended or limited, or minimum prices shall not have been
      established on securities whose trades are reported by Bloomberg, or on the
      New
      York Stock Exchange, nor shall a banking moratorium have been declared either
      by
      the United States or New York State authorities, nor shall there have occurred
      any material outbreak or escalation of hostilities or other national or
      international calamity or crisis of such magnitude in its effect on, or any
      material adverse change in any financial market which, in each case, in the
      judgment of such Purchaser, makes it impracticable or inadvisable to purchase
      the Securities to be issued as of such Closing.

     

    (d) No
      Injunction.
      No
      statute, rule, regulation, executive order, decree, ruling or injunction shall
      have been enacted, entered, promulgated or endorsed by any court or governmental
      authority of competent jurisdiction which prohibits the consummation of any
      of
      the transactions contemplated by this Agreement.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    (e) No
      Proceedings or Litigation.
      No
      action, suit or proceeding before any arbitrator or any governmental authority
      shall have been commenced, and no investigation by any governmental authority
      shall have been threatened, against the Company or any Subsidiary, or any of
      the
      officers, directors or affiliates of the Company or any Subsidiary seeking
      to
      restrain, prevent or change the transactions contemplated by this Agreement,
      or
      seeking damages in connection with such transactions.

     

    (f) Opinion
      of Counsel, Etc.
      At the
      Closing, the Purchasers shall have received an opinion of counsel to the
      Company, dated the date of such Closing, in substantially the form of
Exhibit
      H
      hereto,
      and such other certificates and documents as the Purchasers or its counsel
      shall
      reasonably require incident to such Closing.

     

    (g) Registration
      Rights Agreement.
      At such
      Closing (or an earlier Closing), the Company shall have executed and delivered
      the Registration Rights Agreement to each Purchaser.

     

    (h) Notes
      and Warrants.
      The
      Company and AGN Networks, as applicable, shall have executed and delivered
      to
      the Purchasers the certificates (in such denominations as such Purchaser shall
      request) for the Notes and Warrants being acquired by such Purchaser at such
      Closing (in such denominations as such Purchaser shall request).

     

    (i) Resolutions.
      The
      Board of Directors of the Company and AGN shall have adopted resolutions
      consistent with Section
      2.1(b)
      hereof
      in a form reasonably acceptable to such Purchaser (the “Resolutions”).

     

    (j) Reservation
      of Shares.
      So long
      as any of the Notes or Warrants remain outstanding, the Company shall take
      all
      action necessary to at all times have authorized, and reserved for the purpose
      of issuance, no less than (i) such number of shares of Common Stock equal to
      one
      hundred twenty percent (120%) of the number of shares of Common Stock as shall
      from time to time be sufficient to effect the conversion of all of the Notes
      and
      (ii) as of the date hereof, such number of shares of Common Stock equal to
      one
      hundred twenty percent (120%) of the number of shares of Common Stock as shall
      from time to time be sufficient to effect the exercise of the Warrants then
      outstanding.

     

    (k) Transfer
      Agent Instructions.
      As of
      the Closing Date, the Irrevocable Transfer Agent Instructions, in the form
      of
Exhibit
      F
      attached
      hereto, shall have been delivered to and acknowledged in writing by the
      Company’s transfer agent.

     

    (l) Intentionally
      omitted.
      

    


    (m) Good
      Standing Certificates.
      The
      Company and AGN Networks shall have delivered to the Purchasers good standing
      certificates showing it and any subsidiary are validly existing and in good
      standing under the laws of the state of their incorporation and as a foreign
      corporation in each jurisdiction in which the nature of the business conducted
      or property owned by such entity makes such qualification necessary, except
      where the failure to be so qualified or in good standing, as the case may be,
      would not result in a direct and/or indirect Material Adverse
      Effect.

    


    (n) Secretary’s
      Certificate.
      The
Company
      and AGN Networks
      shall
      have delivered to such Purchaser a secretary’s certificate, dated as of the
      applicable Closing Date, as to (i) the Resolutions, (ii) the Certificate, (iii)
      the Bylaws, and (iv) the authority and incumbency of the officers of the Company
      executing the Transaction Documents, the Securities and any other documents
      required to be executed or delivered in connection therewith.

     

    (o) Officer’s
      Certificate.
      The
Company
      and AGN Networks
      shall
      have delivered to the Purchasers a certificate of an executive officer of the
      Company, dated as of the applicable Closing Date, confirming the accuracy of
      the
      Company’s representations, warranties and covenants as of the Closing Date and
      confirming the compliance by the Company with the conditions precedent set
      forth
      in this Section
      4.2
      as of
      the Closing Date.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    (p) Material
      Adverse Effect.
      No
      Material Adverse Effect shall have occurred at or before the Closing
      Date.  


    


    Section
      4.3 Conditions
      Precedent to the Obligation of the Purchasers to Purchase the Securities in
      the
      Second Closing.
      The
      obligation hereunder of each Purchaser to acquire and pay for the Securities
      to
      be issued and sold is subject to the satisfaction or waiver, at or before the
      Second Closing, of each of the conditions set forth below (these conditions
      are
      for each Purchaser’s sole benefit and may be waived by such Purchaser at any
      time in its sole discretion as of the Second Closing):

    


    (a) The
      Company
      and AGN Networks
      shall
      have performed, satisfied and complied in all respects with all covenants,
      agreements and conditions required by this Agreement to be performed, satisfied
      or complied with by the Company at or prior to the Second Closing, specifically,
      but not limited to, those conditions set forth in Section
      4.2.

    


    (b)
       The
      Juma
      division of the Company shall have achieved income
      from operations (as defined by the Company’s internal accounting system adjusted
      for non-cash items, and as verified by Vision
      Capital Advisors, LLC, in its reasonable discretion) of
      zero or
      greater. 

    


    Section
      4.4 Conditions
      Precedent to the Obligation of the Purchasers to Purchase the Securities in
      the
      Final Closing.
      The
      obligation hereunder of each Purchaser to acquire and pay for the Securities
      to
      be issued and sold as of the Final Closing is subject to the satisfaction or
      waiver, at or before the Final Closing, of each of the conditions set forth
      below (these conditions are for each Purchaser’s sole benefit and may be waived
      by such Purchaser at any time in its sole discretion):

    


    (a) The
      Company
      and AGN Networks
      shall
      have performed, satisfied and complied in all respects with all covenants,
      agreements and conditions required by this Agreement to be performed, satisfied
      or complied with by the Company at or prior to the Final Closing, specifically,
      but not limited to, those conditions set forth in Section
      4.2
      and
Section
      4.3.

    


    (b)
       The
      monthly
      revenue run rate for AGN Networks shall be at least $175,000 per month (as
      verified by Vision
      Capital Advisors, LLC, in its reasonable discretion).
      

    


    ARTICLE
      V

    Stock
      Certificate Legend

     

    Section
      5.1 Legend.
      Each
      certificate representing the Notes and the Warrants, and, if appropriate,
      securities issued upon conversion or exercise thereof, shall be stamped or
      otherwise imprinted with a legend substantially in the following form (in
      addition to any legend required by applicable state securities or “blue sky”
laws):

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
      OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
      DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
      STATE SECURITIES LAWS OR JUMA TECHNOLOGY CORP. SHALL HAVE RECEIVED AN OPINION
      OF
      COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER
      THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    The
      Company agrees to reissue certificates representing any of the Conversion Shares
      and the Warrant Shares, without the legend set forth above if at such time,
      prior to making any transfer of any such securities, such holder thereof shall
      give written notice to the Company describing the manner and terms of such
      transfer and removal as the Company may reasonably request. Such proposed
      transfer and removal will not be effected until: (a) either (i) the Company
      has
      received an opinion of counsel reasonably satisfactory to the Company, to the
      effect that the registration of the Conversion Shares or the Warrant Shares
      under the Securities Act is not required in connection with such proposed
      transfer, (ii) a registration statement under the Securities Act covering such
      proposed disposition has been filed by the Company with the Commission and
      has
      become effective under the Securities Act, (iii) the Company has received other
      evidence reasonably satisfactory to the Company that such registration and
      qualification under the Securities Act and state securities laws are not
      required, or (iv) the holder provides the Company with reasonable assurances
      that such security can be sold pursuant to Rule 144 under the Securities Act;
      and (b) either (i) the Company has received an opinion of counsel reasonably
      satisfactory to the Company, to the effect that registration or qualification
      under the securities or “blue sky” laws of any state is not required in
      connection with such proposed disposition, or (ii) compliance with applicable
      state securities or “blue sky” laws has been effected or a valid exemption
      exists with respect thereto. The Company will respond to any such notice from
      a
      holder within five (5) business days. In the case of any proposed transfer
      under
      this Section
      5.1,
      the
      Company will use reasonable efforts to comply with any such applicable state
      securities or “blue sky” laws, but shall in no event be required, (x) to qualify
      to do business in any state where it is not then qualified, (y) to take any
      action that would subject it to tax or to the general service of process in
      any
      state where it is not then subject, or (z) to comply with state securities
      or
“blue sky” laws of any state for which registration by coordination is
      unavailable to the Company. The restrictions on transfer contained in this
      Section
      5.1
      shall be
      in addition to, and not by way of limitation of, any other restrictions on
      transfer contained in any other section of this Agreement. Whenever a
      certificate representing the Conversion Shares or Warrant Shares is required
      to
      be issued to a Purchaser without a legend, in lieu of delivering physical
      certificates representing the Conversion Shares or Warrant Shares (provided
      that
      a registration statement under the Securities Act providing for the resale
      of
      the Warrant Shares and Conversion Shares is then in effect), the Company shall
      cause its transfer agent to electronically transmit the Conversion Shares or
      Warrant Shares to a Purchaser by crediting the account of such Purchaser or
      such
      Purchaser's Prime Broker with the Depository Trust Company (“DTC”)
      through its Deposit Withdrawal Agent Commission (“DWAC”)
      system
      (to the extent not inconsistent with any provisions of this
      Agreement).

    


    ARTICLE
      VI 

    Indemnification

     

    Section
      6.1 General
      Indemnity.
      The
      Company agrees to indemnify and hold harmless the Purchasers (and their
      respective directors, officers, managers, partners, members, shareholders,
      affiliates, agents, successors and assigns) from and against any and all losses,
      liabilities, deficiencies, costs, damages and expenses (including, without
      limitation, reasonable attorneys’ fees, charges and disbursements) incurred by
      the Purchasers as a result of any inaccuracy in or breach of the
      representations, warranties or covenants made by the Company herein.


     

    Section
      6.2 Indemnification
      Procedure.
      Any
      party entitled to indemnification under this Article
      VI
      (an
“indemnified
      party”)
      will
      give written notice to the indemnifying party of any matters giving rise to
      a
      claim for indemnification; provided
      that the
      failure of any party entitled to indemnification hereunder to give notice as
      provided herein shall not relieve the indemnifying party of its obligations
      under this Article
      VI
      except
      to the extent that the indemnifying party is actually prejudiced by such failure
      to give notice. In case any action, proceeding or claim is brought against
      an
      indemnified party in respect of which indemnification is sought hereunder,
      the
      indemnifying party shall be entitled to participate in and, unless in the
      reasonable judgment of the indemnified party a conflict of interest between
      it
      and the indemnifying party may exist with respect of such action, proceeding
      or
      claim, to assume the defense thereof with counsel reasonably satisfactory to
      the
      indemnified party. In the event that the indemnifying party advises an
      indemnified party that it will contest such a claim for indemnification
      hereunder, or fails, within thirty (30) days of receipt of any indemnification
      notice to notify, in writing, such person of its election to defend, settle
      or
      compromise, at its sole cost and expense, any action, proceeding or claim (or
      discontinues its defense at any time after it commences such defense), then
      the
      indemnified party may, at its option, defend, settle or otherwise compromise
      or
      pay such action or claim. In any event, unless and until the indemnifying party
      elects in writing to assume and does so assume the defense of any such claim,
      proceeding or action, the indemnified party’s costs and expenses arising out of
      the defense, settlement or compromise of any such action, claim or proceeding
      shall be losses subject to indemnification hereunder. The indemnified party
      shall cooperate fully with the indemnifying party in connection with any
      negotiation or defense of any such action or claim by the indemnifying party
      and
      shall furnish to the indemnifying party all information reasonably available
      to
      the indemnified party which relates to such action or claim. The indemnifying
      party shall keep the indemnified party fully apprised at all times as to the
      status of the defense or any settlement negotiations with respect thereto.
      If
      the indemnifying party elects to defend any such action or claim, then the
      indemnified party shall be entitled to participate in such defense with counsel
      of its choice at its sole cost and expense. The indemnifying party shall not
      be
      liable for any settlement of any action, claim or proceeding effected without
      its prior written consent. Notwithstanding anything in this Article
      VI
      to the
      contrary, the indemnifying party shall not, without the indemnified party’s
      prior written consent, settle or compromise any claim or consent to entry of
      any
      judgment in respect thereof which imposes any future obligation on the
      indemnified party or which does not include, as an unconditional term thereof,
      the giving by the claimant or the plaintiff to the indemnified party of a
      release from all liability in respect of such claim. The indemnification
      required by this Article
      VI
      shall be
      made by periodic payments of the amount thereof during the course of
      investigation or defense, as and when bills are received or expense, loss,
      damage or liability is incurred, so long as the indemnified party irrevocably
      agrees to refund such moneys if it is ultimately determined by a court of
      competent jurisdiction that such party was not entitled to indemnification.
      The
      indemnity agreements contained herein shall be in addition to (a) any cause
      of
      action or similar rights of the indemnified party against the indemnifying
      party
      or others, and (b) any liabilities the indemnifying party may be subject to
      pursuant to the law.

     

    
      
        
        

      

      
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    ARTICLE
      VII 

    Miscellaneous

     

    Section
      7.1 Fees
      and Expenses.
      Except
      as otherwise set forth in this Agreement and the other Transaction Documents,
      each party shall pay the fees and expenses of its advisors, counsel, accountants
      and other experts, if any, and all other expenses, incurred by such party
      incident to the negotiation, preparation, execution, delivery and performance
      of
      this Agreement. Notwithstanding the foregoing sentence, the Company shall pay
      all reasonable attorneys' fees and expenses (including disbursements and
      out-of-pocket expenses) incurred by the Purchasers in connection with (i) the
      preparation, negotiation, execution and delivery of this Agreement and the
      other
      Transaction Documents and the transactions contemplated thereunder, which
      payment shall be made at the each Closing (which fees and expenses shall not
      exceed $35,000 for the Initial Closing and shall not exceed $7,500 for each
      Subsequent Closing, assuming such counsel is not required to make any material
      changes to the Transaction Documents in connection with such Subsequent
      Closing), (ii) the filing and declaration of effectiveness by the Commission
      of
      the Registration Statement (which fees and expenses shall not exceed $7,500)
      and
      (iii) any amendments, modifications or waivers of this Agreement or any of
      the
      other Transaction Documents. The Company shall pay all reasonable fees and
      expenses incurred by the Purchasers in connection with the enforcement of this
      Agreement or any of the other Transaction Documents, including, without
      limitation, all reasonable attorneys' fees and expenses but only if the
      Purchasers are successful in any litigation or arbitration relating to such
      enforcement. 

     

    
      
        
        

      

      
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    Section
      7.2 Specific
      Enforcement.
      The
      Company and the Purchasers 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 or the Registration Rights Agreement and to enforce
      specifically the terms and provisions hereof or thereof, this being in addition
      to any other remedy to which any of them may be entitled by law or
      equity.

     

    Section
      7.3 Entire
      Agreement; Amendment.
      This
      Agreement and the Transaction Documents contains the entire understanding and
      agreement of the parties with respect to the matters covered hereby and, except
      as specifically set forth herein or in the Transaction Documents, neither the
      Company nor any of the Purchasers makes any representations, warranty, covenant
      or undertaking with respect to such matters and they supersede all prior
      understandings and agreements with respect to said subject matter, all of which
      are merged herein. No provision of this Agreement may be waived or amended
      other
      than by a written instrument signed by the Company and the holders of at least
      a
      majority of the Notes then outstanding, and no provision hereof may be waived
      other than by an a written instrument signed by the party against whom
      enforcement of any such amendment or waiver is sought. No such amendment shall
      be effective to the extent that it applies to less than all of the holders
      of
      the Notes then outstanding. No consideration shall be offered or paid to any
      person to amend or consent to a waiver or modification of any provision of
      any
      of the Transaction Documents unless the same consideration is also offered
      to
      all of the parties to the Transaction Documents or holders of the Notes, as
      the
      case may be.

    


    Section
      7.4 Rescission
      and Withdrawal Right.   
      Notwithstanding anything to the contrary contained in (and without limiting
      any
      similar provisions of) the Transaction Documents, whenever any Purchaser
      exercises a material right, election, demand or option under a Transaction
      Document and the Company does not timely perform its related obligations within
      the periods therein provided, then such Purchaser may rescind or withdraw,
      in
      its sole discretion from time to time upon written notice to the Company, any
      relevant notice, demand or election in whole or in part without prejudice to
      its
      future actions and rights.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    
       

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



    
      	
              If
                to the Company:

            	
              Juma
                Technology Corp.

              154
                Toledo Street

              Farmingdale,
                New York 11735

              Attention:
                Chief Executive Officer

              Tel.
                No.: (631) 300-1000

              Fax
                No.: (631) 270-1105 

            
	 	 
	
              with
                copies to:

            	
              Gersten
                Savage LLP

              600
                Lexington Avenue, 9th
                Floor

              New
                York, New York 10022

              Attention:
                Jay Kaplowitz, Esq.

              Tel.
                No.: (212) 752-9700

              Fax
                No.: (212) 980-5192

            
	 	 
	
              If
                to any Purchaser:

            	
              At
                the address of such Purchaser set forth on Exhibit
                A
                to
                this Agreement, with copies to Purchaser’s counsel (which copies shall not
                constitute notice to such purchaser) as set forth on Exhibit
                A
                or
                as specified in writing by such Purchaser.

            
	 	 
	
              with
                copies to:

            	
              Sadis
                & Goldberg LLP

              551
                Fifth Avenue, 21st
                Floor

              New
                York, New York 10176

              Attention:
                Steven Huttler, Esq.

              Tel.
                No.: (212) 947-3793

              Fax
                No.: (212) 947-3796

            


    

     

    Any
      party
      hereto may from time to time change its address for notices by giving at least
      ten (10) days written notice of such changed address to the other parties
      hereto.

     

    Section
      7.6 Waivers.
      No
      waiver by either party of any default with respect to any provision, condition
      or requirement of this Agreement shall be deemed to be a continuing waiver
      in
      the future or a waiver of any other provisions, condition or requirement hereof,
      nor shall any delay or omission of any party to exercise any right hereunder
      in
      any manner impair the exercise of any such right accruing to it
      thereafter.

     

    Section
      7.7 Headings.
      The
      article, section and subsection headings in this Agreement are for convenience
      only and shall not constitute a part of this Agreement for any other purpose
      and
      shall not be deemed to limit or affect any of the provisions
      hereof.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    Section
      7.8 Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and assigns.  

     

    Section
      7.9 No
      Third Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns and is not for the benefit of, nor may any
      provision hereof be enforced by, any other person.

     

    Section
      7.10 Governing
      Law; Consent to Jurisdiction.
      The
      parties acknowledge and agree that any claim, controversy, dispute or action
      relating in any way to this agreement or the subject matter of this agreement
      shall be governed solely by the laws of the State of Delaware, without regard
      to
      any conflict of laws doctrines. The parties irrevocably consent to being served
      with legal process issued from the state and federal courts located in New
      York
      and irrevocably consent to the exclusive personal jurisdiction of the federal
      and state courts situated in the State of New York. The parties irrevocably
      waive any objections to the personal jurisdiction of these courts. Said courts
      shall have sole and exclusive jurisdiction over any and all claims,
      controversies, disputes and actions which in any way relate to this agreement
      or
      the subject matter of this agreement. The parties also irrevocably waive any
      objections that these courts constitute an oppressive, unfair, or inconvenient
      forum and agree not to seek to change venue on these grounds or any other
      grounds. The parties hereby agree that the prevailing party in any suit, action
      or proceeding arising out of or relating to this Agreement or the Purchase
      Agreement, shall be entitled to reimbursement for reasonable legal fees from
      the
      non-prevailing party. The parties hereby waive all rights to a trial by jury.
      Nothing
      in this Section
      7.10 shall
      affect or limit any right to serve process in any other manner permitted by
      law.

     

    Section
      7.11 Survival.
      The
      representations and warranties of the Company and the Purchasers shall survive
      the execution and delivery hereof and each Closing hereunder.

     

    Section
      7.12 Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and all of which taken together
      shall
      constitute one and the same Agreement, and shall become effective when
      counterparts have been signed by each party and delivered to the other parties
      hereto, it being understood that all parties need not sign the same counterpart.
      In the event that any signature is delivered by facsimile or electronic mail
      transmission, such signature shall create a valid binding obligation of the
      party executing (or on whose behalf such signature is executed) the same with
      the same force and effect as if such facsimile signature were the original
      thereof.

     

    Section
      7.13 Publicity.
      The
      Company agrees that it will not disclose, and will not include in any public
      announcement, the name of the Purchasers without the consent of the Purchasers
      unless and until such disclosure is required by law or applicable regulation,
      and then only to the extent of such requirement.

     

    Section
      7.14 Severability.
      The
      provisions of this Agreement and the Transaction Documents are severable and,
      in
      the event that any court of competent jurisdiction shall determine that any
      one
      or more of the provisions or part of the provisions contained in this Agreement
      or the Transaction Documents shall, for any reason, be held to be invalid,
      illegal or unenforceable in any respect, such invalidity, illegality or
      unenforceability shall not affect any other provision or part of a provision
      of
      this Agreement or the Transaction Documents and such provision shall be reformed
      and construed as if such invalid or illegal or unenforceable provision, or
      part
      of such provision, had never been contained herein, so that such provisions
      would be valid, legal and enforceable to the maximum extent
      possible.

     

    Section
      7.15 Further
      Assurances.
      From
      and after the date of this Agreement, upon the request of any Purchaser or
      the
      Company, each of the Company and the Purchasers shall execute and deliver such
      instrument, documents and other writings as may be reasonably necessary or
      desirable to confirm and carry out and to effectuate fully the intent and
      purposes of this Agreement, the Notes, the Conversion Shares, the Warrants,
      the
      Warrant Shares, the Registration Rights Agreement, the Security
      Agreement
      and any
      other Transaction Documents.

     

    [remainder
      of page intentionally left blank]

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed by their respective authorized officer as of the date first above
      written.

     

    
      	 	 	 
	 	
              JUMA
                TECHNOLOGY CORP.

            
	 
 	 
 	 
 
	
            	By:  	/s/ David
              Giangano
	 	
              

              Name:
                David Giangano 

            
	 	
              Title:
                Chief Executive Officer

            


    

     

    
      
        	 	 	 
	 	
                AGN
                  NETWORKS, INC.

              
	 
 	 
 	 
 
	
              	By:  	/s/ David
                Giangano
	 	
                

                Name:
                  David Giangano 

              
	 	
                Title:
                  Chief Executive Officer

              


      

       

    

    
      
        
          	 	 	 
	 	
                  PURCHASER:

                
	 	 	 
	 
 	 
 	
                  Vision
                    Opportunity Master Fund, Ltd.

                
	 	 	 
	
                	By:  	/s/ Adam Benowitz
	 	
                  

                  Name:
                    Adam Benowitz

                  
                    Title:
                      Director

                  

                
	 


        

      

    

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    to
      the

    NOTE
      AND WARRANT STOCK PURCHASE AGREEMENT FOR

    JUMA
      TECHNOLOGY CORP.

    


    INITIAL
      CLOSING

    


    
      	
              Names
                and Addresses of the Purchasers

            	 	
              Investment
                Amount

            	 	
              Shares
                & Warrants Purchased

            
	
              Vision
                Opportunity Master Fund, Ltd.

              c/o
                Vision Capital Advisors, LLC

              20
                West 55th
                Street

              New
                York, NY 10019

              Attn:
                Antti Uusiheimala

            	 	
              $2,500,000

            	 	
              $2,500,000
                principal amount of Note

               

              Series
                A Warrants: 7,300,000

            


    

    


    SECOND
      CLOSING

    


    
      	
              Names
                and Addresses of the Purchasers

            	 	
              Investment
                Amount

            	 	
              Shares
                & Warrants Purchased

            
	
              Vision
                Opportunity Master Fund, Ltd.

              c/o
                Vision Capital Advisors, LLC

              20
                West 55th
                Street

              New
                York, NY 10019

              Attn:
                Antti Uusiheimala

            	 	
              $1,450,000

            	 	
              $1,450,000
                principal amount of Note

               

            


    

    


    FINAL
      CLOSING

    


    
      	
              Names
                and Addresses of the Purchasers

            	 	
              Investment
                Amount

            	 	
              Shares
                & Warrants Purchased

            
	
              Vision
                Opportunity Master Fund, Ltd.

              c/o
                Vision Capital Advisors, LLC

              20
                West 55th
                Street

              New
                York, NY 10019

              Attn:
                Antti Uusiheimala

            	 	
              $1,450,000

            	 	
              $1,450,000
                principal amount of Note

               

            


    

    


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    to
      the

    NOTE
      AND WARRANT STOCK PURCHASE AGREEMENT FOR

    JUMA
      TECHNOLOGY CORP.

    


    FORM
      OF NOTE

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

    to
      the

    NOTE
      AND WARRANT STOCK PURCHASE AGREEMENT FOR

    JUMA
      TECHNOLOGY CORP.

    


    FORM
      OF SERIES A WARRANT

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      D

    to
      the

    NOTE
      AND WARRANT STOCK PURCHASE AGREEMENT FOR

    JUMA
      TECHNOLOGY CORP.


    


    FORM
      OF REGISTRATION RIGHTS AGREEMENT

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

    to
      the

    NOTE
      AND WARRANT STOCK PURCHASE AGREEMENT FOR

    JUMA
      TECHNOLOGY CORP.

    


    Intentionally
      omitted.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      F

    to
      the

    NOTE
      AND WARRANT PURCHASE AGREEMENT FOR

    JUMA
      TECHNOLOGY CORP.


    


    FORM
      OF IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

    


    [NAME
      AND ADDRESS OF TRANSFER AGENT]

    Attn:
      ____________________________

    


    Re:
      Juma
      Technology Corp. 

     

    Ladies
      and Gentlemen:

     

    Reference
      is made to that certain Note and Warrant Purchase Agreement (the “Purchase
      Agreement”),
      dated
      as of November 29, 2007, by and among Juma Technology Corp., a Delaware
      corporation (the “Company”),
      and
      the purchasers named therein (collectively, the “Purchasers”)
      pursuant to which the Company is issuing to the Purchasers Senior Secured 10%
      Convertible Promissory
      Notes
      (the “Notes”)
      and
      warrants (the “Warrants”)
      to
      purchase shares of the Company’s common stock, par value $0.0001 per share (the
“Common
      Stock”).
      This
      letter shall serve as our irrevocable authorization and direction to you
      provided that you are the transfer agent of the Company at such time) to issue
      shares of Common Stock upon conversion of the Notes (the “Conversion
      Shares”)
      and
      exercise of the Warrants (the “Warrant
      Shares”)
      to or
      upon the order of a Purchaser from time to time upon (i) surrender to you of
      a
      properly completed and duly executed Conversion Notice or Exercise Notice,
      as
      the case may be, in the form attached hereto as Exhibit I and Exhibit II,
      respectively, (ii) in the case of the conversion of Notes, a copy of the Note
      or, in the case of Warrants being exercised, a copy of the Warrants (with the
      original Warrants delivered to the Company) being exercised (or, in each case,
      an indemnification undertaking with respect to such share certificates or the
      warrants in the case of their loss, theft or destruction), and (iii) delivery
      of
      a treasury order or other appropriate order duly executed by a duly authorized
      officer of the Company. So long as you have previously received (x) written
      confirmation from counsel to the Company that a registration statement covering
      resales of the Conversion Shares or Warrant Shares, as applicable, has been
      declared effective by the Securities and Exchange Commission (the “SEC”)
      under
      the Securities Act of 1933, as amended (the “1933
      Act”),
      and
      no subsequent notice by the Company or its counsel of the suspension or
      termination of its effectiveness and (y) a copy of such registration statement,
      and if the Purchaser represents in writing that the Conversion Shares or the
      Warrant Shares, as the case may be, were sold pursuant to the Registration
      Statement, then certificates representing the Conversion Shares and the Warrant
      Shares, as the case may be, shall not bear any legend restricting transfer
      of
      the Conversion Shares and the Warrant Shares, as the case may be, thereby and
      should not be subject to any stop-transfer restriction. Provided, however,
      that
      if you have not previously received those items and representations listed
      above, then the certificates for the Conversion Shares and the Warrant Shares
      shall bear the following legend:

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT”), OR ANY STATE
      SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
      REGISTERED UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS, OR
      JUMA
      TECHNOLOGY CORP. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION
      OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF
      APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.”

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    and,
      provided further, that the Company may from time to time notify you to place
      stop-transfer restrictions on the certificates for the Conversion Shares and
      the
      Warrant Shares in the event a registration statement covering the Conversion
      Shares and the Warrant Shares is subject to amendment for events then
      current.

     

    A
      form of
      written confirmation from counsel to the Company that a registration statement
      covering resales of the Conversion Shares and the Warrant Shares has been
      declared effective by the SEC under the 1933 Act is attached hereto as Exhibit
      III.

     

    Please
      be
      advised that the Purchasers are relying upon this letter as an inducement to
      enter into the Purchase Agreement and, accordingly, each Purchaser is a third
      party beneficiary to these instructions.

     

    Please
      execute this letter in the space indicated to acknowledge your agreement to
      act
      in accordance with these instructions. Should you have any questions concerning
      this matter, please contact me at ___________.

     

    
      	 	 	 
	 	
              Very
                truly yours,

            
	 	 
	 	
              JUMA
                TECHNOLOGY CORP.

            
	 
 	 
 	 
 
	
            	By:  	 
	 	
              

              Name:
                

              Title:

            


    

     

    
      	 	
              ACKNOWLEDGED
                AND AGREED:

            	 	 	 
	 	 	 	 	 
	 	
              [TRANSFER
                AGENT]

            	 	 	 
	 	 	 	 	 
	
              By:

            	
            	 	 	
            
	 	
              

              Name:
                

              Title:
                

              Date:

            	 	 	
            


    

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    


    EXHIBIT
      I

    CONVERSION
      NOTICE

    JUMA
      TECHNOLOGY CORP.

    


    (To
      be
      Executed by the Registered Holder in order to Convert the Note)

    


    In
      accordance with and pursuant to the Note, the undersigned hereby elects to
      convert the Note into such number of shares of Common stock, of Juma Technology
      Corp., a Delaware corporation (the “Company”),
      indicated below:


     

    Date
      of
      Conversion:
      __________________________________________________________________

     

    Applicable
      Conversion Price:
      ___________________________________________________________

     

    Number
      of
      shares of Common Stock beneficially owned or deemed beneficially owned by the
      Holder on the date of Conversion
      ____________________________________

     

    


    
      	
              Dated:
                ____________

            	
              Signature:

            	__________________________________________________
	 	 	 
	 	
              Address:

            	__________________________________________________
	 	 	__________________________________________________
	 	 	__________________________________________________


    

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      II

    FORM
      OF EXERCISE NOTICE

    JUMA
      TECHNOLOGY CORP.

    


    The
      undersigned_______________, pursuant to the provisions of the within Warrant,
      hereby elects to purchase ______ shares of Common Stock of Juma Technology
      Corp.
      covered by the within Warrant.

    


    
      	
              Dated:
                _____________

            	
              Signature:

            	__________________________________________________
	 	 	 
	 	
              Address:

            	__________________________________________________
	 	 	__________________________________________________
	 	 	__________________________________________________


    

    


    Number
      of
      shares of Common Stock beneficially owned or deemed beneficially owned by the
      Holder on the date of Exercise: _______________________

    


    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, ______________________ hereby sells, assigns and transfers unto
      _____________________ the within Warrant and all rights evidenced thereby and
      does irrevocably constitute and appoint __________________________, attorney,
      to
      transfer the said Warrant on the books of the within named
      corporation.

     

    
      	
              Dated:
                ___________

            	
              Signature:

            	__________________________________________________
	 	 	 
	 	
              Address:

            	__________________________________________________
	 	 	__________________________________________________
	 	 	__________________________________________________


    

    


    PARTIAL
      ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, ______________________ hereby sells, assigns and transfers unto
      _____________________ the right to purchase ___________________ shares of
      Warrant Stock evidenced by the within Warrant together with all rights therein,
      and does irrevocably constitute and appoint __________________________,
      attorney, to transfer that part of the said Warrant on the books of the within
      named corporation.

    


    
      	
              Dated:
                ____________

            	
              Signature:

            	 __________________________________________________
	 	
              Address:

            	 __________________________________________________
	 	 	 __________________________________________________
	 	 	 __________________________________________________


    

    


    FOR
      USE BY THE ISSUER ONLY:

    


    This
      Warrant No. W-__________ canceled (or transferred or exchanged) this _______
      day
      of ______________, _______, shares of Common Stock issued therefor in the name
      of __________________________, Warrant No. W-_________ issued for ______________
      shares of Common Stock in the name of ______________________.

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      III

    FORM
      OF NOTICE OF EFFECTIVENESS

    OF
      REGISTRATION STATEMENT

     

    [NAME
      AND ADDRESS OF TRANSFER AGENT]

    Attn:
      ____________________________

    


    Re:
      Juma
      Technology Corp. 

     

    Ladies
      and Gentlemen:

     

    We
      are
      special counsel to Juma Technology Corp., a Delaware corporation (the
“Company”),
      and
      have represented the Company in connection with that certain Note and Warrant
      Purchase Agreement (the “Purchase
      Agreement”),
      dated
      as of November 29, 2007, by and among the Company, AGN Networks, Inc. and the
      purchasers named therein (collectively, the “Purchasers”)
      pursuant to which the Company issued to the Purchasers senior secured 10%
      convertible promissory notes (the “Notes”)
      and
      warrants (the “Warrants”)
      to
      purchase shares of the Company’s common stock, par value $0.0001 per share (the
“Common
      Stock”).
      Pursuant to the Purchase Agreement, the Company has also entered into a
      Registration Rights Agreement with the Purchasers (the “Registration
      Rights Agreement”),
      dated
      as of November 29, 2007, pursuant to which the Company agreed, among other
      things, to register the Registrable Securities (as defined in the Registration
      Rights Agreement), including the shares of Common Stock issuable upon conversion
      of the Notes, and the shares of Common Stock issuable upon exercise of the
      Warrants, under the Securities Act of 1933, as amended (the “1933
      Act”).
      In
      connection with the Company’s obligations under the Registration Rights
      Agreement, on ________________, 200_, the Company filed a Registration Statement
      on Form SB-2 (File No. 333-________) (the “Registration
      Statement”)
      with
      the Securities and Exchange Commission (the “SEC”)
      relating to the resale of the Registrable Securities which names each of the
      present Purchasers as a selling stockholder thereunder.

     

    In
      connection with the foregoing, we advise you that a member of the SEC’s staff
      has advised us by telephone that the SEC has entered an order declaring the
      Registration Statement effective under the 1933 Act at [ENTER
      TIME OF EFFECTIVENESS]
      on
      [ENTER
      DATE OF EFFECTIVENESS]
      and we
      have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that
      any stop order suspending its effectiveness has been issued or that any
      proceedings for that purpose are pending before, or threatened by, the SEC
      and
      accordingly, the Registrable Securities are available for resale under the
      1933
      Act pursuant to the Registration Statement.

     

    
      	 	 	 
	 	
              Very
                truly yours,

            
	 	 
	 	
              [COMPANY
                COUNSEL]

            
	 
 	 
 	 
 
	
            	By:  	 
	 	
              

            


    

     

    cc:
      [LIST
      NAMES OF PURCHASERS]

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

       

    EXHIBIT
      F

    to
      the

    NOTE
      AND WARRANT PURCHASE AGREEMENT FOR

    JUMA
      TECHNOLOGY CORP.

    


    SECURITY
      AGREEMENT 

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
      G

    to
      the

    NOTE
      AND WARRANT PURCHASE AGREEMENT FOR

    JUMA
      TECHNOLOGY
      CORP.

    


    FORM
      OF OPINION OF COUNSEL

    


    [Form
      to
      be negotiated]

    


    1.
      The
      Company is a corporation duly incorporated, validly existing and in good
      standing under the laws of the State of Delaware and has the requisite corporate
      power to own, lease and operate its properties and assets, and to carry on
      its
      business as presently conducted. The Company is duly qualified as a foreign
      corporation to do business and is in good standing in every jurisdiction in
      which the nature of the business conducted or property owned by it makes such
      qualification necessary, which the failure to so qualify could have a Material
      Adverse Effect on the Company.

    


    2.
      Each
      of the following Subsidiaries of the Company and/or AGN Networks, Inc. (the
      “Subsidiaries”)
      is a
      corporation, duly organized and in good standing under the laws of: [Insert
      State] [Insert Subsidiary Name] [Insert Parent Company]

    


    3.
      The
      Issuers have the requisite corporate power and authority to enter into and
      perform its obligations under the Transaction Documents and, as applicable,
      to
      issue the Notes, the Warrants, the Common Stock issuable upon conversion of
      the
      Notes and the Common Stock issuable upon exercise of the Warrants. The
      execution, delivery and performance of each of the Transaction Documents by
      the
      Issuers and the consummation by it of the transactions contemplated thereby
      have
      been duly and validly authorized by all necessary corporate action and no
      further consent or authorization of any Issuer or its board of directors or
      stockholders is required. Each of the Transaction Documents have been duly
      executed and delivered, and the Notes and the Warrants have been duly executed,
      issued and delivered by the Issuers party thereto and each of the Transaction
      Documents constitutes a legal, valid and binding obligation of the Issuers
      enforceable against it in accordance with its respective terms. The Common
      Stock
      issuable upon conversion of the Notes and exercise of the Warrants are not
      subject to any preemptive rights under the Certificate of Incorporation or
      the
      Bylaws.

    


    4.
      The
      Notes and the Warrants have been duly authorized and, when delivered against
      payment in full as provided in the Purchase Agreement, will be validly issued,
      fully paid and nonassessable. The shares of Common Stock issuable upon
      conversion of the Notes and exercise of the Warrants, have been duly authorized
      and reserved for issuance, and, when delivered upon exercise or payment in
      full
      as provided in the Warrants will be validly issued, fully paid and
      nonassessable.

    


    5.
      The
      execution, delivery and performance of and compliance with the terms of the
      Transaction Documents and the issuance of Notes, the Warrants, the Common Stock
      issuable upon conversion of the Notes and upon exercise of the Warrants do
      not
      (i) violate any provision of the Certificate of Incorporation or Bylaws or
      governing documentation of AGN Networks, (ii) conflict with, or constitute
      a
      default (or an event which with notice or lapse of time or both would become
      a
      default) under, or give to others any rights of termination, amendment,
      acceleration or cancellation of, any material agreement, mortgage, deed of
      trust, indenture, note, bond, license, lease agreement, instrument or obligation
      to which such Issuer is a party, (iii) create or impose a lien, charge or
      encumbrance on any property of any Issuer under any agreement or any commitment
      to which the any Issuer is a party or by which any Issuer is bound or by which
      any of its respective properties or assets are bound, or (iv) result in a
      violation of any federal, state, local or foreign statute, rule, regulation,
      order, judgment, injunction or decree (including Federal and state securities
      laws and regulations) applicable to such Issuer or by which any of its property
      or assets is bound or affected, except, in all cases other than violations
      pursuant to clauses (i) and (iv) above, for such conflicts, default,
      terminations, amendments, acceleration, cancellations and violations as would
      not, individually or in the aggregate, have a Material Adverse
      Effect.

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

    


    6.
      No
      consent, approval or authorization of or designation, declaration or filing
      with
      any governmental authority on the part of any Issuer is required under Federal,
      state or local law, rule or regulation in connection with the valid execution
      and delivery of the Transaction Documents, or the offer, sale or issuance of
      the
      Notes, the Warrants or the Common Stock issuable upon conversion of the Notes
      and exercise of the Warrants other than the Registration Statement.

    


    7.
      The
      Company and AGN Networks have granted a valid security interest in favor of
      the
      Collateral Agent for the benefit of the Purchasers in their respective interests
      in the collateral (the “Collateral”)
      described in the Security Agreement securing the performance of the obligations
      purported to be secured thereby, to the extent a security interest can be
      created therein under Article 9 of the Uniform Commercial Code as enacted and
      in
      effect in the State of Delaware (the “UCC”). 
      The
      financing statement attached to this opinion as Exhibit
      A (the
      “Financing
      Statement”)
      is in
      appropriate form for filing in the jurisdiction listed on Schedule
      1
      attached
      to this opinion. Under Article 9 of the UCC, the local law of the relevant
      jurisdictions listed on Schedule
      1
      governs
      the perfection of a security interest in the Collateral of the Company and
      AGN
      Networks by filing of financing statements. The governmental offices in the
      jurisdictions listed on Schedule
      1
      (the
“Filing
      Office”)
      are
      the only offices in the relevant jurisdictions in which financing statements
      are
      required to be filed in order to perfect by filing the security interest granted
      to the Collateral Agent in the Collateral consisting of Article 9 collateral.
      Upon the proper filing of the Financing Statements and payment of any required
      filing fees with the respective Filing Offices, such security interest in the
      interests of the Company and AGN Networks in the Collateral will be perfected
      to
      the extent security interests therein can be perfected by the filing of
      financing statements under the Uniform Commercial Code as enacted and in effect
      in the relevant jurisdictions in which the respective Filing Offices are
      located.

    


    8.
      To our
      knowledge, there is no action, suit, claim, investigation or proceeding pending
      or threatened against any Issuer which questions the validity of this Agreement
      or the transactions contemplated hereby or any action taken or to be taken
      pursuant hereto or thereto. To our knowledge, there is no action, suit, claim,
      investigation or proceeding pending, or to our knowledge, threatened, against
      or
      involving any Issuer or any of its properties or assets and which, if adversely
      determined, is reasonably likely to result in a Material Adverse Effect. There
      are no outstanding orders, judgments, injunctions, awards or decrees of any
      court, arbitrator or governmental or regulatory body against any Issuer or
      any
      officers or directors of any Issuer in their capacities as such.

    


    9.
      Based
      upon the representations of the Purchaser, the offer, issuance and sale of
      the
      Notes and the Warrants and the offer, issuance and sale of the shares of Common
      Stock issuable upon conversion of the Notes and the Common Stock issuable upon
      exercise of the Warrants pursuant to the Purchase Agreement, the Notes and
      the
      Warrants, as applicable, are exempt from the registration requirements of the
      Securities Act.

    


    10.
      No
      Issuer is, and as a result of and immediately upon the applicable Closing no
      Issuer will be, an “investment company” or a company “controlled” by an
“investment company,” within the meaning of the Investment Company Act of 1940,
      as amended.

    
       

      
        	 	 	 
	 	
                Very
                  truly yours,

              
	 	 
	 	
                [COMPANY
                  COUNSEL]

              
	 
 	 
 	 
 
	
              	By:  	 
	 	
                

              


      

       

      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      A

    to
      the

    LEGAL
      OPINION 

    FOR
      THE 

    NOTE
      AND WARRANT PURCHASE AGREEMENT FOR

    JUMA
      TECHNOLOGY
      CORP.


    


    FORM
      OF FINANCING STATEMENT

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      1

    to
      the

    LEGAL
      OPINION 

    FOR
      THE 

    NOTE
      AND WARRANT PURCHASE AGREEMENT FOR

    JUMA
      TECHNOLOGY
      CORP.


    


    JURISDICTIONS

     

    
      
        
        

      

      
        45