exhibit_10-60.htm


    
      

    

    Exhibit
      10.60

     

    
       

       

       

      SECURITIES
        PURCHASE AGREEMENT

       

      THIS
        SECURITIES PURCHASE AGREEMENT (this
“Agreement”), dated as of October 18, 2007, by and
        among C-Mark
        International, Inc., a South Carolina corporation, with headquarters
        located at 4130 E. Van Buren, Suite 325, Phoenix, AZ 85008 (the
“Company”), and the Buyers listed on Schedule I attached
        hereto (individually, a “Buyer” or collectively
“Buyers”).

       

       

      WITNESSETH:

       

      WHEREAS,
        the Company and the Buyer(s) are executing and delivering this Agreement
        in
        reliance upon an exemption from securities registration pursuant to Section
        4(2)
        and/or Rule 506 of Regulation D (“Regulation D”) as promulgated by
        the U.S. Securities and Exchange Commission (the “SEC”) under the
        Securities Act of 1933, as amended (the “1933 Act”);

       

      WHEREAS,
        the parties desire that, upon the terms and subject to the conditions contained
        herein, the Company shall issue and sell to the Buyer(s), as provided herein,
        and the Buyer(s) shall purchase Seven Hundred Fifty Thousand Dollars ($750,000)
        of secured convertible debentures (the “Convertible Debentures”), all of which
        shall be funded on the date hereof pursuant to five separate Secured Debentures
        (the “First Closing”), for a total purchase price of up to Seven Hundred
        Fifty Thousand Dollars ($750,000), (the “Purchase Price”) in the
        respective amounts set forth opposite each Buyer(s) name on Schedule I (the
        “Subscription Amount”); and

       

      WHEREAS,
        upon repayment by the Company of amounts funded by the Buyers, the Purchase
        Price shall be increased by the amount of such principal repaid hereunder,
        provided however that in no event shall the outstanding principal amount
        funded
        by the Buyers exceed Seven Hundred Fifty Thousand Dollars at any
        time

       

      WHEREAS,
        contemporaneously with the execution and delivery of this Agreement, the
        parties
        hereto are executing and delivering a Registration Rights Agreement
        substantially in the form attached hereto as Exhibit A (the “Investor
        Registration Rights Agreement”) pursuant to which the Company has agreed to
        provide certain registration rights under the 1933 Act and the rules and
        regulations promulgated there under, and applicable state securities laws;
        and

       

      WHEREAS,
        the aggregate proceeds of the sale of the Secured Debentures contemplated
        hereby
        shall be held in escrow pursuant to the terms of an escrow agreement
        substantially in the form of the Escrow Agreement attached hereto as Exhibit
        B; and

       

      WHEREAS,
        the parties hereto previously executed and delivered Irrevocable Transfer
        Agent
        Instructions substantially in the form attached hereto as Exhibit C (the
“Irrevocable Transfer Agent Instructions”); and

       

      WHEREAS,
        contemporaneously with the execution and delivery of this Agreement, the
        parties
        hereto are executing and delivering a Security Agreement substantially in
        the
        form attached hereto as Exhibit D (the “Security Agreement”)
        pursuant to which the Company has agreed to provide the Buyer a security
        interest in Pledged Collateral (as this term is defined in the Security
        Agreement dated the date hereof) to secure Company’s obligations under this
        Agreement, the Secured Debenture, the Investor Registration Rights Agreement,
        the Irrevocable Transfer Agent Instructions, the Security Agreement or any
        other
        obligations of the Company to the Buyer; and

       


      
        
          
          

        

        
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      NOW,
        THEREFORE, in consideration of the mutual covenants and other
        agreements contained in this Agreement the Company and the Buyer(s) hereby
        agree
        as follows:

       

      1.           PURCHASE
        AND SALE OF SECURED DEBENTURES.

       

      (a)           Purchase
        of Secured Debentures.  Subject to the satisfaction (or waiver) of
        the terms and conditions of this Agreement, each Buyer agrees, severally
        and not
        jointly, to purchase at Closing (as defined herein below) and the Company
        agrees
        to sell and issue to each Buyer, severally and not jointly, at Closing, Secured
        Debentures in amounts corresponding with the Subscription Amount set forth
        opposite each Buyer’s name on Schedule I hereto.  Upon execution
        hereof by a Buyer, the Buyer shall wire transfer the Subscription Amount
        set
        forth opposite his name on Schedule I in same-day funds or a check payable
        to:
”James G. Dodrill II, P.A. as Escrow Agent for C-Mark International,
        Inc./Trafalgar Capital Investment Fund”, which Subscription Amount shall be held
        in escrow pursuant to the terms of the Escrow Agreement (as hereinafter defined)
        and disbursed in accordance therewith.  Notwithstanding the foregoing,
        a Buyer may withdraw his Subscription Amount and terminate this Agreement
        as to
        such Buyer at any time after the execution hereof and prior to Closing (as
        hereinafter defined).

       

      (b)           Closing
        Date.  The Closing of the purchase and sale of the Secured
        Debentures shall take place at 10:00 a.m. Eastern Standard Time on the date
        hereof, subject to notification of satisfaction of the conditions to the
        Closing
        set forth herein and in Sections 6 and 7 below (or such later date as is
        mutually agreed to by the Company and the Buyer(s)) (the “FirstClosing
        Date”) and subsequent closings shall take place on dates that are mutually
        agreed to by the Company and the Buyers (“Subsequent Closing Dates” and
        with the First Closing Date, the “Closing Dates”),
        The  Closings shall occur on their respective Closing Dates at the
        offices of James G. Dodrill II, P.A., 5800 Hamilton Way, Boca Raton,
        FL  33496 (or such other place as is mutually agreed to by the Company
        and the Buyer(s)).

       

      (c)           Escrow
        Arrangements; Form of Payment.  Upon execution hereof by Buyer(s)
        and pending the Closing, the aggregate proceeds of the sale of the Secured
        Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest
        bearing escrow account with James G. Dodrill II, P.A., as escrow agent (the
        “Escrow Agent”), pursuant to the terms of an escrow agreement between the
        Company, the Buyer(s) and the Escrow Agent in the form attached hereto as
        Exhibit B (the “Escrow Agreement”).  Subject to the
        satisfaction of the terms and conditions of this Agreement, on the Closing
        Dates, (i) the Escrow Agent shall deliver to the Company in accordance with
        the
        terms of the Escrow Agreement such aggregate proceeds for the Secured Debentures
        to be issued and sold to such Buyer(s), minus the fees and expenses as set
        forth
        herein which shall be paid directly from the gross proceeds held in escrow
        at
        each Closing by wire transfer of immediately available funds and (ii) the
        Company shall deliver to each Buyer, Secured Debentures which such Buyer(s)
        is
        purchasing in amounts indicated opposite such Buyer’s name on Schedule I, duly
        executed on behalf of the Company.

       


      
        
          
          

        

        
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      (d)           “Closing
        Date Exchange Rate” means the Euro to US dollar spot exchange rate as quoted in
        the London edition of the Financial Times on the Closing Date.

       

      (e)
                   “Repayment
        Exchange Rate” means in relation to each date of a
        Redemption Notice, the Euro to US dollar spot exchange
        rate as quoted by in the London edition of the Financial Times on such
        date.

       

      (f)       
            If on the date of any Redemption Notice, the Repayment
        Exchange Rate is less than the Closing Date Exchange Rate then the number
        of
        Shares to be issued shall be increased by the same percentage as results
        from
        dividing the Closing Date Exchange Rate by the relevant Repayment Exchange
        Rate.  By way of example, if the number of Shares to be issued in
        respect of a particular Redemption Notice would, but for this Clause 1(f),
        be
        1,000 and if the Closing Date Exchange Rate is 1.80 and the relevant Repayment
        Exchange Rate is 1.75, then 1,029 Shares will be issued in relation to that
        Redemption Notice, as the case may be.

       

      (g)      
             If on the Repayment Date or any Interest Repayment
        Date, the Cash Payment Date Exchange Rate, as defined below is less than
        the
        Closing Date Exchange Rate then the amount of cash required to satisfy the
        amounts due at such time shall be increased by the same percentage as results
        from dividing the Closing Date Exchange Rate by the relevant Cash Payment
        Date
        Exchange Rate. “Cash Payment Date Exchange
        Rate” means in relation to each
        Repayment Date or Interest Repayment Date
        the Euro to US dollar spot exchange
        rate as quoted in the London edition of the Financial Times on such
        date.  By way of example, if the amount of cash required to repay all
        amounts due on such date would, but for this Clause 1(g), be $1,000 and if
        the
        Closing Date Exchange Rate is 1.80 and the relevant Repayment Date Exchange
        Rate
        is 1.75 then the amount of cash from the Cash Payment required to repay all
        amounts due on such date will be $1,028.57.

       

      (h)            Revolving
        Nature of Secured Debentures.  Subject to the terms of this
        Agreement, upon repayment by the Company of amounts funded by the Buyers,
        the
        Purchase Price shall be increased by the amount of such principal repaid
        hereunder, provided however that in no event shall the outstanding principal
        amount funded by the Buyers exceed Seven Hundred Fifty Thousand Dollars at
        any
        time.  All Secured Debentures sold hereunder shall be substantially in
        the form of the Secured Debentures executed on the date hereof and each shall
        be
        individually secured by the accounts receivable relating to the project such
        Secured Debenture funds.

       

      


       

      2.           BUYER’S
        REPRESENTATIONS AND WARRANTIES.

       

      Each
        Buyer represents and warrants, severally and not jointly, that:

       

      (a)           Investment
        Purpose.  Each Buyer is acquiring the Secured Debentures, for its
        own account for investment only and not with a view towards, or for resale
        in
        connection with, the public sale or distribution thereof, except pursuant
        to
        sales registered or exempted under the 1933 Act; provided, however, that
        by
        making the representations herein, such Buyer reserves the right to dispose
        of
        the shares issued upon default of the Secured Debenture at any time in
        accordance with or pursuant to an effective registration statement covering
        such
        shares or an available exemption under the 1933 Act.

       


      
        
          
          

        

        
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      (b)           Accredited
        Investor Status.  Each Buyer is an “Accredited Investor” as
        that term is defined in Rule 501(a)(3) of Regulation D.

       

      (c)           Reliance
        on Exemptions.  Each Buyer understands that the Secured Debentures
        are being offered and sold to it in reliance on specific exemptions from
        the
        registration requirements of United States federal and state securities laws
        and
        that the Company is relying in part upon the truth and accuracy of, and such
        Buyer’s compliance with, the representations, warranties, agreements,
        acknowledgments and understandings of such Buyer set forth herein in order
        to
        determine the availability of such exemptions and the eligibility of such
        Buyer
        to acquire such securities.

       

      (d)           Information.  Each
        Buyer and its advisors (and his or, its counsel), if any, have been furnished
        with all materials relating to the business, finances and operations of the
        Company and information he deemed material to making an informed investment
        decision regarding his purchase of the Secured Debentures, which have been
        requested by such Buyer.  Each Buyer and its advisors, if any, have
        been afforded the opportunity to ask questions of the Company and its
        management.  Neither such inquiries nor any other due diligence
        investigations conducted by such Buyer or its advisors, if any, or its
        representatives shall modify, amend or affect such Buyer’s right to rely on the
        Company’s representations and warranties contained in Section 3
        below.  Each Buyer understands that its investment in the Secured
        Debentures involves a high degree of risk.  Each Buyer is in a
        position regarding the Company, which, based upon employment, family
        relationship or economic bargaining power, enabled and enables such Buyer
        to
        obtain information from the Company in order to evaluate the merits and risks
        of
        this investment.  Each Buyer has sought such accounting, legal and tax
        advice, as it has considered necessary to make an informed investment decision
        with respect to its acquisition of the Secured Debentures.

       

      (e)           No
        Governmental Review.  Each Buyer understands that no United States
        federal or state agency or any other government or governmental agency has
        passed on or made any recommendation or endorsement of the Secured Debentures,
        or the fairness or suitability of the investment in the Secured Debentures,
        nor
        have such authorities passed upon or endorsed the merits of the offering
        of the
        Secured Debentures.

       

      (f)           Transfer
        or Resale.  Each Buyer understands that except as provided in the
        Investor Registration Rights Agreement: (i) the Secured Debentures have not
        been
        and are not being registered under the 1933 Act or any state securities laws,
        and may not be offered for sale, sold, assigned or transferred unless (A)
        subsequently registered thereunder, or (B) such Buyer shall have delivered
        to
        the Company an opinion of counsel, in a generally acceptable form, to the
        effect
        that such securities to be sold, assigned or transferred may be sold, assigned
        or transferred pursuant to an exemption from such registration requirements;
        (ii) any sale of such securities made in reliance on Rule 144 under the 1933
        Act
        (or a successor rule thereto) (“Rule 144”) may be made only in
        accordance with the terms of Rule 144 and further, if Rule 144 is not
        applicable, any resale of such securities under circumstances in which the
        seller (or the person through whom the sale is made) may be deemed to be an
        underwriter (as that term is defined in the 1933 Act) may require compliance
        with some other exemption under the 1933 Act or the rules and regulations
        of the
        SEC thereunder; and (iii) neither the Company nor any other person is under
        any
        obligation to register such securities under the 1933 Act or any state
        securities laws or to comply with the terms and conditions of any exemption
        thereunder.

       


      
        
          
          

        

        
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      (g)           Legends.  Each
        Buyer understands that the certificates or other instruments representing
        the
        Secured Debentures shall bear a restrictive legend in substantially the
        following form (and a stop ­transfer order may be placed against transfer of
        such stock certificates):

       

      
        	
                 THE
                  SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
                  UNDER
                  THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
                  LAWS.  THE SECURITIES HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT
                  PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED
                  FOR
                  SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
                  REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
                  ACT OF
                  1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION
                  OF
                  COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT
                  REQUIRED
                  UNDER SAID ACT OR APPLICABLE STATE SECURITIES
                  LAWS.

              


      

       

      The
        legend set forth above shall be removed and the Company within two (2) business
        days shall issue a certificate without such legend to the holder of the Secured
        Debenture upon which it is stamped, if, unless otherwise required by state
        securities laws, (i) in connection with a sale transaction, provided the
        Secured
        Debenture is registered under the 1933 Act or (ii) in connection with a sale
        transaction, after such holder provides the Company with an opinion of counsel,
        which opinion shall be in form, substance and scope customary for opinions
        of
        counsel in comparable transactions, to the effect that a public sale, assignment
        or transfer of the Secured Debenture may be made without registration under
        the
        1933 Act.

       

      (h)           Authorization,
        Enforcement.  This Agreement has been duly and validly authorized,
        executed and delivered on behalf of such Buyer and is a valid and binding
        agreement of such Buyer enforceable in accordance with its terms, except
        as such
        enforceability may be limited by general principles of equity or applicable
        bankruptcy, insolvency, reorganization, moratorium, liquidation and other
        similar laws relating to, or affecting generally, the enforcement of applicable
        creditors’ rights and remedies.

       


      
        
          
          

        

        
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      (i)           Receipt
        of Documents.  Each Buyer and his or its counsel has received and
        read in their entirety:  (i) this Agreement and each representation,
        warranty and covenant set forth herein, the Security Agreement, the Investor
        Registration Rights Agreement, the Escrow Agreement, and the Irrevocable
        transfer Agent Instructions; (ii) all due diligence and other information
        necessary to verify the accuracy and completeness of such representations,
        warranties and covenants; and (iii) answers to all questions each Buyer
        submitted to the Company regarding an investment in the Company; and each
        Buyer
        has relied on the information contained therein and has not been furnished
        any
        other documents, literature, memorandum or prospectus.

       

      (j)           Due
        Formation of Corporate and Other Buyers.  If the Buyer(s) is a
        corporation, trust, partnership or other entity that is not an individual
        person, it has been formed and validly exists and has not been organized
        for the
        specific purpose of purchasing the Secured Debentures and is not prohibited
        from
        doing so.

       

      (k)           No
        Legal Advice From the Company.  Each Buyer acknowledges, that it
        had the opportunity to review this Agreement and the transactions contemplated
        by this Agreement with his or its own legal counsel and investment and tax
        advisors.  Each Buyer is relying solely on such counsel and advisors
        and not on any statements or representations of the Company or any of its
        representatives or agents for legal, tax or investment advice with respect
        to
        this investment, the transactions contemplated by this Agreement or the
        securities laws of any jurisdiction.

       

      3.           REPRESENTATIONS
        AND WARRANTIES OF THE COMPANY.

       

      The
        Company represents and warrants as of the date hereof and as of each Closing
        Date to each of the Buyers that:

       

      (a)           Organization
        and Qualification.  The Company and its subsidiaries are
        corporations duly organized and validly existing in good standing under the
        laws
        of the jurisdiction in which they are incorporated, and have the requisite
        corporate power to own their properties and to carry on their business as
        now
        being conducted.  Each of the Company and its subsidiaries 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 by it makes
        such qualification necessary, except to the extent that the failure to be
        so
        qualified or be in good standing would not have a material adverse effect
        on the
        Company and its subsidiaries taken as a whole.

       

      (b)           Authorization,
        Enforcement, Compliance with Other Instruments.  (i) The
        Company has the requisite corporate power and authority to enter into and
        perform this Agreement, the Security Agreement, the Investor Registration
        Rights
        Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions,
        and any related agreements, and to issue the Secured Debentures in accordance
        with the terms hereof and thereof, (ii) the execution and delivery of this
        Agreement, the Security Agreement, the Investor Registration Rights Agreement,
        the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined
        herein) and any related agreements by the Company and the consummation by
        it of
        the transactions contemplated hereby and thereby, including, without limitation,
        the issuance of the Secured Debentures, the Warrants and the reservation
        for
        issuance and the issuance of the shares issuable upon exercise thereof, have
        been duly authorized by the Company’s Board of Directors and no further consent
        or authorization is required by the Company, its Board of Directors or its
        stockholders, (iii) this Agreement, the Security Agreement, the Investor
        Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer
        Agent Instructions and any related agreements have been duly executed and
        delivered by the Company, (iv) this Agreement, the Security Agreement, the
        Investor Registration Rights Agreement, the Escrow Agreement, the Irrevocable
        Transfer Agent Instructions and any related agreements constitute the valid
        and
        binding obligations of the Company enforceable against the Company in accordance
        with their terms, except as such enforceability may be limited by general
        principles of equity or applicable bankruptcy, insolvency, reorganization,
        moratorium, liquidation or similar laws relating to, or affecting generally,
        the
        enforcement of creditors’ rights and remedies.  The authorized officer
        of the Company executing this Agreement, the Security Agreement, the Investor
        Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer
        Agent Instructions and any related agreements knows of no reason why the
        Company
        cannot file the registration statement as required under the Investor
        Registration Rights Agreement or perform any of the Company’s other obligations
        under such documents.

       


      
        
          
          

        

        
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      (c)           Capitalization.  The
        authorized capital stock of the Company consists of 500 million shares of
        Common
        Stock, par value $.0001 per share and no shares of Preferred
        Stock.  As of the date hereof, the Company has 90,470,000 shares of
        Common Stock and no shares of Preferred Stock issued and
        outstanding.  All of such outstanding shares have been validly issued
        and are fully paid and nonassessable.  No shares of Common Stock are
        subject to preemptive rights or any other similar rights or any liens or
        encumbrances suffered or permitted by the Company.  As of the date of
        this Agreement, (i) there are no outstanding options, warrants, scrip, rights
        to
        subscribe to, calls or commitments of any character whatsoever relating to,
        or
        securities or rights convertible into, any shares of capital stock of the
        Company or any of its subsidiaries, or contracts, commitments, understandings
        or
        arrangements by which the Company or any of its subsidiaries is or may become
        bound to issue additional shares of capital stock of the Company or any of
        its
        subsidiaries or options, warrants, scrip, rights to subscribe to, calls or
        commitments of any character whatsoever relating to, or securities or rights
        convertible into, any shares of capital stock of the Company or any of its
        subsidiaries, (ii) there are no outstanding debt securities and (iii) there
        are
        no agreements or arrangements under which the Company or any of its subsidiaries
        is obligated to register the sale of any of their securities under the 1933
        Act
        (except pursuant to the Registration Rights Agreement) and (iv) there are
        no
        outstanding registration statements and there are no outstanding comment
        letters
        from the SEC or any other regulatory agency.  There are no securities
        or instruments containing anti-dilution or similar provisions that will be
        triggered by the issuance of the Secured Debentures as described in this
        Agreement.  The Company has furnished to the Buyer true and correct
        copies of the Company’s Certificate of Incorporation, as amended and as in
        effect on the date hereof (the “Certificate of Incorporation”), and the
        Company’s By-laws, as in effect on the date hereof (the “By-laws”), and
        the terms of all securities convertible into or exercisable for Common Stock
        and
        the material rights of the holders thereof in respect thereto other than
        stock
        options issued to employees and consultants.

       

      (d)           Issuance
        of Securities.  The Secured Debentures and the Warrants are duly
        authorized and, upon issuance in accordance with the terms hereof, shall
        be duly
        issued, fully paid and nonassessable, are free from all taxes, liens and
        charges
        with respect to the issue thereof.  The shares issuable upon exercise
        of the Warrants have been duly authorized and reserved for issuance and upon
        exercise in accordance with the Warrants, will be duly issued, fully paid
        and
        nonassessable.

       

       

       

       


      
        
          
          

        

        
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      (e)           No
        Conflicts.  The execution, delivery and performance of this
        Agreement, the Security Agreement, the Investors Registration Rights Agreement,
        the Escrow Agreement and the Irrevocable Transfer Agent Instructions by the
        Company and the consummation by the Company of the transactions contemplated
        hereby will not (i) result in a violation of the Certificate of Incorporation,
        any certificate of designations of any outstanding series of preferred stock
        of
        the Company or the By-laws 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 to which the Company
        or
        any of its subsidiaries is a party, or result in a violation of any law,
        rule,
        regulation, order, judgment or decree (including federal and state securities
        laws and regulations and, once the Company’s common stock is quoted on the OTC
        Bulletin Board, the rules and regulations of The National Association of
        Securities Dealers Inc.’s OTC Bulletin Board) applicable to the Company or any
        of its subsidiaries or by which any property or asset of the Company or any
        of
        its subsidiaries is bound or affected.  Neither the Company nor its
        subsidiaries is in violation of any term of or in default under its Certificate
        of Incorporation or By-laws or their organizational charter or by-laws,
        respectively, or any material contract, agreement, mortgage, indebtedness,
        indenture, instrument, judgment, decree or order or any statute, rule or
        regulation applicable to the Company or its subsidiaries.  The
        business of the Company and its subsidiaries is not being conducted, and
        shall
        not be conducted in violation of any material law, ordinance, or regulation
        of
        any governmental entity.  Except as specifically contemplated by this
        Agreement and as required under the 1933 Act and any applicable state securities
        laws, the Company is not 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
        or
        contemplated by this Agreement or the Registration Rights Agreement in
        accordance with the terms hereof or thereof.  All consents,
        authorizations, orders, filings and registrations which the Company is required
        to obtain pursuant to the preceding sentence have been obtained or effected
        on
        or prior to the date hereof.  The Company and its subsidiaries are
        unaware of any facts or circumstance, which might give rise to any of the
        foregoing.

       

      (f)           [reserved]

       

      (g)           None
        of the Company’s public statements and none of the information provided to the
        Buyers include any untrue statements of material fact, nor do they omit to
        state
        any material fact required to be stated therein necessary to make the statements
        made, in light of the circumstances under which they were made, not
        misleading.

       

      (h)           Absence
        of Litigation.  There is no action, suit, proceeding, inquiry or
        investigation before or by any court, public board, government agency,
        self-regulatory organization or body pending against or affecting the Company,
        the Common Stock or any of the Company’s subsidiaries, wherein an unfavorable
        decision, ruling or finding would (i) have a material adverse effect on the
        transactions contemplated hereby (ii) adversely affect the validity or
        enforceability of, or the authority or ability of the Company to perform
        its
        obligations under, this Agreement or any of the documents contemplated herein,
        or (iii) except as expressly disclosed in the SEC Documents, have a material
        adverse effect on the business, operations, properties, financial condition
        or
        results of  operations of the Company and its subsidiaries taken as a
        whole.

       


      
        
          
          

        

        
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      (i)           Acknowledgment
        Regarding Buyer’s Purchase of the Secured Debentures.  The Company
        acknowledges and agrees that the Buyer(s) is acting solely in the capacity
        of an
        arm’s length purchaser with respect to this Agreement and the transactions
        contemplated hereby.  The Company further acknowledges that the
        Buyer(s) is not acting as a financial advisor or fiduciary of the Company
        (or in
        any similar capacity) with respect to this Agreement and the transactions
        contemplated hereby and any advice given by the Buyer(s) or any of their
        respective representatives or agents in connection with this Agreement and
        the
        transactions contemplated hereby is merely incidental to such Buyer’s purchase
        of the Secured Debentures.  The Company further represents to the
        Buyer that the Company’s decision to enter into this Agreement has been based
        solely on the independent evaluation by the Company and its
        representatives.

       

      (j)           No
        General Solicitation.  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 1933 Act) in connection with the offer or sale of
        the
        Secured Debentures.

       

      (k)           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 require registration of
        the
        Secured Debentures under the 1933 Act or cause this offering of the Secured
        Debentures to be integrated with prior offerings by the Company for purposes
        of
        the 1933 Act.

       

      (l)           Employee
        Relations.  Neither the Company nor any of its subsidiaries is
        involved in any labor dispute nor, to the knowledge of the Company or any
        of its
        subsidiaries, is any such dispute threatened.  None of the Company’s
        or its subsidiaries’ employees is a member of a union and the Company and its
        subsidiaries believe that their relations with their employees are
        good.

       

      (m)           Intellectual
        Property Rights.  The Company and its subsidiaries own or possess
        adequate rights or licenses to use all trademarks, trade names, service marks,
        service mark registrations, service names, patents, patent rights, copyrights,
        inventions, licenses, approvals, governmental authorizations, trade secrets
        and
        rights necessary to conduct their respective businesses as now
        conducted.  The Company and its subsidiaries do not have any knowledge
        of any infringement by the Company or its subsidiaries of trademark, trade
        name
        rights, patents, patent rights, copyrights, inventions, licenses, service
        names,
        service marks, service mark registrations, trade secret or other similar
        rights
        of others, and, to the knowledge of the Company there is no claim, action
        or
        proceeding being made or brought against, or to the Company’s knowledge, being
        threatened against, the Company or its subsidiaries regarding trademark,
        trade
        name, patents, patent rights, invention, copyright, license, service names,
        service marks, service mark registrations, trade secret or other infringement;
        and the Company and its subsidiaries are unaware of any facts or circumstances
        which might give rise to any of the foregoing.

       


      
        
          
          

        

        
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      (n)           Environmental
        Laws.  The Company and its subsidiaries are (i) in compliance with
        any and all applicable foreign, federal, state and local laws and regulations
        relating to the protection of human health and safety, the environment or
        hazardous or toxic substances or wastes, pollutants or contaminants
        (“Environmental Laws”), (ii) have received all permits, licenses or other
        approvals required of them under applicable Environmental Laws to conduct
        their
        respective businesses and (iii) are in compliance with all terms and conditions
        of any such permit, license or approval.

       

      (o)           Title.  Any
        real property and facilities held under lease by the Company and its
        subsidiaries are held by them under valid, subsisting and enforceable leases
        with such exceptions as are not material and do not interfere with the use
        made
        and proposed to be made of such property and buildings by the Company and
        its
        subsidiaries.

       

      (p)           Insurance.  The
        Company and each of its subsidiaries are insured by insurers of recognized
        financial responsibility against such losses and risks and in such amounts
        as
        management of the Company believes to be prudent and customary in the businesses
        in which the Company and its subsidiaries are engaged.  Neither the
        Company nor any such subsidiary has been refused any insurance coverage sought
        or applied for and neither the Company nor any such subsidiary has any reason
        to
        believe that it will not be able to renew its existing insurance coverage
        as and
        when such coverage expires or to obtain similar coverage from similar insurers
        as may be necessary to continue its business at a cost that would not materially
        and adversely affect the condition, financial or otherwise, or the earnings,
        business or operations of the Company and its subsidiaries, taken as a
        whole.

       

      (q)           Regulatory
        Permits.  The Company and its subsidiaries possess all material
        certificates, authorizations and permits issued by the appropriate federal,
        state or foreign regulatory authorities necessary to conduct their respective
        businesses, and neither the Company nor any such subsidiary has received
        any
        notice of proceedings relating to the revocation or modification of any such
        certificate, authorization or permit.

       

      (r)           Internal
        Accounting Controls.  The Company and each of its subsidiaries
        maintain a system of internal accounting controls sufficient to provide
        reasonable assurance that (i) transactions are executed in accordance with
        management’s general or specific authorizations, (ii) transactions are recorded
        as necessary to permit preparation of financial statements in conformity
        with
        generally accepted accounting principles and to maintain asset accountability,
        and (iii) the recorded amounts for assets is compared with the existing assets
        at reasonable intervals and appropriate action is taken with respect to any
        differences.

       

      (s)           No
        Material Adverse Breaches, etc.  Neither the Company nor any of
        its subsidiaries is subject to any charter, corporate or other legal
        restriction, or any judgment, decree, order, rule or regulation which in
        the
        judgment of the Company’s officers has or is expected in the future to have a
        material adverse effect on the business, properties, operations, financial
        condition, results of operations or prospects of the Company or its
        subsidiaries.  Neither the Company nor any of its subsidiaries is in
        breach of any contract or agreement which breach, in the judgment of the
        Company’s officers, has or is expected to have a material adverse effect on the
        business, properties, operations, financial condition, results of operations
        or
        prospects of the Company or its subsidiaries.

       


      
        
          
          

        

        
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      (t)           Tax
        Status.  The Company and each of its subsidiaries has made and
        filed all federal and state income and all other tax returns, reports and
        declarations required by any jurisdiction to which it is subject and (unless
        and
        only to the extent that the Company and each of its subsidiaries has set
        aside
        on its books provisions reasonably adequate for the payment of all unpaid
        and
        unreported taxes) has paid all taxes and other governmental assessments and
        charges that are material in amount, shown or determined to be due on such
        returns, reports and declarations, except those being contested in good faith
        and has set aside on its books provision reasonably adequate for the payment
        of
        all taxes for periods subsequent to the periods to which such returns, reports
        or declarations apply.  There are no unpaid taxes in any material
        amount claimed to be due by the taxing authority of any jurisdiction, and
        the
        officers of the Company know of no basis for any such claim.

       

      (u)           Certain
        Transactions.  Except for arm’s length transactions pursuant to
        which the Company makes payments in the ordinary course of business upon
        terms
        no less favorable than the Company could obtain from third parties and other
        than the grant of stock options disclosed in the SEC Documents, none of the
        officers, directors, or employees of the Company is presently a party to
        any
        transaction with the Company (other than for services as employees, officers
        and
        directors), including any contract, agreement or other arrangement providing
        for
        the furnishing of services to or by, providing for rental of real or personal
        property to or from, or otherwise requiring payments to or from any officer,
        director or such employee or, to the knowledge of the Company, any corporation,
        partnership, trust or other entity in which any officer, director, or any
        such
        employee has a substantial interest or is an officer, director, trustee or
        partner.

       

      (v)           Fees
        and Rights of First Refusal.  The Company is not obligated to
        offer the securities offered hereunder on a right of first refusal basis
        or
        otherwise to any third parties including, but not limited to, current or
        former
        shareholders of the Company, underwriters, brokers, agents or other third
        parties.

       

      4.           COVENANTS.

       

      (a)           Best
        Efforts.  Each party shall use its best efforts timely to satisfy
        each of the conditions to be satisfied by it as provided in Sections 6 and
        7 of
        this Agreement.

       

      (b)           Form
        D.  The Company agrees to file a Form D with respect to the
        Secured Debentures as required under Regulation D and to provide a copy thereof
        to each Buyer promptly after such filing.  The Company shall, on or
        before the Closing Date, take such action as the Company shall reasonably
        determine is necessary to qualify the Secured Debenture, or obtain an exemption
        for the Secured Debenture for sale to the Buyers at the Closing pursuant
        to this
        Agreement under applicable securities or “Blue Sky” laws of the states of the
        United States, and shall provide evidence of any such action so taken to
        the
        Buyers on or prior to the Closing Date.

       

      (c)           Reporting
        Status.  Until the earlier of (i) the date as of which the
        Buyer(s) may sell all of the shares underlying the Warrants without restriction
        pursuant to Rule 144(k) promulgated under the 1933 Act (or successor thereto),
        or (ii) the date on which (A) the Buyer(s) shall have sold all the shares
        underlying the Warrants and (B) none of the Secured Debentures or shares
        underlying the Warrants are outstanding (the “Registration Period”), the
        Company shall file in a timely manner all reports required to be filed with
        the
        SEC pursuant to the 1934 Act and the regulations of the SEC thereunder, and
        the
        Company shall not terminate its status as an issuer required to file reports
        under the 1934 Act even if the 1934 Act or the rules and regulations thereunder
        would otherwise permit such termination.

       


      
        
          
          

        

        
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      (d)           Use
        of Proceeds.  The Company will use the proceeds from the sale of
        the Secured Debentures for the Company to complete specific Jobs identified
        to
        and agreed to by the Holder.

       

      (e)           Reservation
        of Shares.  The Company shall take all action reasonably necessary
        to at all times have authorized, and reserved for the purpose of issuance,
        such
        number of shares of Common Stock as shall be necessary to effect the issuance
        of
        the shares underlying the Warrants.  If at any time the Company does
        not have available such shares of Common Stock as shall from time to time
        be
        sufficient to effect the issuance of all of the shares underlying the Warrants
        of the Company, the Company shall call and hold a special meeting of the
        shareholders within thirty (30) days of such occurrence, for the sole purpose
        of
        increasing the number of shares authorized.  The Company’s management
        shall recommend to the shareholders to vote in favor of increasing the number
        of
        shares of Common Stock authorized.  Management shall also vote all of
        its shares in favor of increasing the number of authorized shares of Common
        Stock.

       

      (f)           Listings
        or Quotation.  The Company shall promptly secure the listing or
        quotation of the shares underlying the Warrants upon each national securities
        exchange, automated quotation system or The National Association of Securities
        Dealers Inc.’s Over-The-Counter Bulletin Board (“OTCBB”) or other market,
        if any, upon which shares of Common Stock are then listed or quoted (subject
        to
        official notice of issuance) and shall use its best efforts to maintain,
        so long
        as any other shares of Common Stock shall be so listed, such listing of all
        shares underlying the Warrants from time to time issuable under the terms
        of
        this Agreement.  The Company shall maintain the Common Stock’s
        authorization for quotation on the OTCBB.

       

      (g)           Fees
        and Expenses.

       

      (i)           Each
        of the Company and the Buyer(s) shall pay all costs and expenses incurred
        by
        such party in connection with the negotiation, investigation, preparation,
        execution and delivery of this Agreement, the Escrow Agreement, the Investor
        Registration Rights Agreement, the Security Agreement and the Irrevocable
        Transfer Agent Instructions.  The Company shall pay the Buyer a loan
        commitment fee of three percent (%) of the Purchase Price, which shall be
        paid
        directly from the proceeds of and proportionally upon each Closing.

       

      (ii)             The
        Company has agreed to pay legal fees to Buyer of Fifteen Thousand Dollars
        ($15,000), to cover legal fees and processes and administrative costs for
        the
        First Closing, which shall be paid directly from the proceeds of the First
        Closing.

       

      (iii)             The
        Company has agreed to pay legal fees of Three Thousand Seven Hundred Fifty
        Dollars ($3,750) for each additional Secured Debenture (and corresponding
        Transaction Agreements) issued subsequent to the First Closing.

       


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

       

      (iv)             The
        Company shall issue to the Buyer a warrant to purchase 1,500,000 shares of
        the
        Company’s Common Stock for a period of five (5) years at an exercise price
        equal to $.001 (“Warrant 1”) and a warrant to purchase 375,000 shares of
        the Company’s Common Stock for a period of five (5) years at an exercise
        price equal to $.075 (“Warrant 2”). The Warrants shall be exercised on a
        cash basis provided that the Company is not in Default and the shares underlying
        the Warrants are subject to an effective registration statement. The Warrants
        shall also have anti-ratchet and anti-dilution protection for their
        term.

       

      (h)           Corporate
        Existence.  So long as any of the Secured Debentures remain
        outstanding, the Company shall not directly or indirectly consummate any
        merger,
        reorganization, restructuring, reverse stock split consolidation, sale of
        all or
        substantially all of the Company’s assets or any similar transaction or related
        transactions (each such transaction, an “Organizational Change”) unless,
        prior to the consummation an Organizational Change, the Company obtains the
        written consent of each Buyer.  In any such case, the Company will
        make appropriate provision with respect to such holders’ rights and interests to
        insure that the provisions of this Section 4(h) will thereafter be applicable
        to
        the Secured Debentures.

       

      (i)           Transactions
        With Affiliates.  So long as any Secured Debentures are
        outstanding, the Company shall not, and shall cause each of its subsidiaries
        not
        to, enter into, amend, modify or supplement, or permit any subsidiary to
        enter
        into, amend, modify or supplement any agreement, transaction, commitment,
        or
        arrangement with any of its or any subsidiary’s officers, directors, person who
        were officers or directors at any time during the previous two (2) years,
        stockholders who beneficially own five percent (5%) or more of the Common
        Stock,
        or Affiliates (as defined below) or with any individual related by blood,
        marriage, or adoption to any such individual or with any entity in which
        any
        such entity or individual owns a five percent (5%) or more beneficial interest
        (each a “Related Party”), except for (a) customary employment
        arrangements and benefit programs on reasonable terms, (b) any investment
        in an
        Affiliate of the Company,  (c) any agreement, transaction, commitment,
        or arrangement on an arms-length basis on terms no less favorable than terms
        which would have been obtainable from a person other than such Related Party,
        (d) any agreement transaction, commitment, or arrangement which is approved
        by a
        majority of the disinterested directors of the Company, for purposes hereof,
        any
        director who is also an officer of the Company or any subsidiary of the Company
        shall not be a disinterested director with respect to any such agreement,
        transaction, commitment, or arrangement.  “Affiliate” for
        purposes hereof means, with respect to any person or entity, another person
        or
        entity that, directly or indirectly, (i) has a ten percent (10%) or more
        equity
        interest in that person or entity, (ii) has ten percent (10%) or more common
        ownership with that person or entity, (iii) controls that person or entity,
        or
        (iv) shares common control with that person or
        entity.  “Control” or “controls” for purposes hereof
        means that a person or entity has the power, direct or indirect, to conduct
        or
        govern the policies of another person or entity.

       


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      (j)           Transfer
        Agent.  The Company covenants and agrees that, in the event that
        the Company’s agency relationship with the transfer agent should be terminated
        for any reason prior to a date which is two (2) years after the Closing Date,
        the Company shall immediately appoint a new transfer agent and shall require
        that the new transfer agent execute and agree to be bound by the terms of
        the
        Irrevocable Transfer Agent Instructions (as defined herein).

       

      (k)           Restriction
        on Issuance of the Capital Stock. So long as any Secured Debentures are
        outstanding, the Company shall not, without the prior written consent of
        the
        Buyer(s), (i) issue or sell shares of Common Stock or Preferred Stock without
        consideration or for a consideration per share less than the bid price of
        the
        Common Stock determined immediately prior to its issuance, (ii) issue any
        preferred stock, warrant, option, right, contract, call, or other security
        instrument granting the holder thereof, the right to acquire Common Stock
        without consideration or for a consideration less than such Common Stock’s bid
        price value determined immediately prior to it’s issuance, (iii) enter into any
        security instrument granting the holder a security interest in any and all
        assets of the Company, or (iv) file any registration statement on Form
        S-8.

       

      (l)           Restriction
        on “Short” Position.  Neither the Buyer nor any of its affiliates
        have an open short position in the Common Stock of the Company, and the Buyer
        agrees that it shall not, and that it will cause its affiliates not to, engage
        in any short sales with respect to the Common Stock as long as any Secured
        Debentures shall remain outstanding.

       

      (m)           Due
        Diligence and Monitoring.  The Company shall provide the
        Buyer with all materials relating to the contracts awarded as well as supply
        lists for materials and labor in connection with the projects to date of
        purchase of each.

       

      5.           TRANSFER
        AGENT INSTRUCTIONS.

       

      The
        Company shall issue the Irrevocable Transfer Agent Instructions to its transfer
        agent irrevocably appointing James G. Dodrill II, P.A. as its agent for purpose
        of having certificates issued, registered in the name of the Buyer(s) or
        its
        respective nominee(s), for the shares to be issued upon exercise of the Warrants
        as specified from time to time by the Buyer(s) to the Company.  James
        G. Dodrill II, P.A. shall be paid a cash fee of Fifty Dollars ($50) for every
        occasion they act pursuant to the Irrevocable Transfer Agent
        Instructions.  The Company shall not change its transfer agent without
        the express written consent of the Buyer(s), which may be withheld by the
        Buyer(s) in its sole discretion.  Prior to registration of the shares
        to be issued upon exercise of the Warrants under the 1933 Act, all such
        certificates shall bear the restrictive legend specified in Section 2(g)
        of this
        Agreement.  The Company warrants that no instruction other than the
        Irrevocable Transfer Agent Instructions referred to in this Section 5, and
        stop
        transfer instructions to give effect to Section 2(g) hereof (in the case
        of the
        shares to be issued upon exercise of the Warrants prior to registration of
        such
        shares under the 1933 Act) will be given by the Company to its transfer agent
        and that the shares to be issued upon exercise of the Warrants shall otherwise
        be freely transferable on the books and records of the Company as and to
        the
        extent provided in this Agreement and the Investor Registration Rights
        Agreement.  Nothing in this Section 5 shall affect in any way the
        Buyer’s obligations and agreement to comply with all applicable securities laws
        upon resale of shares to be issued upon exercise of the Warrants.  If
        the Buyer(s) provides the Company with an opinion of counsel, in form, scope
        and
        substance customary for opinions of counsel in comparable transactions to
        the
        effect that registration of a resale by the Buyer(s) of any of the shares
        to be
        issued upon exercise of the Warrants is not required under the 1933 Act,
        the
        Company shall within two (2) business days instruct its transfer agent to
        issue
        one or more certificates in such name and in such denominations as specified
        by
        the Buyer.  The Company acknowledges that a breach by it of its
        obligations hereunder will cause irreparable harm to the Buyer by vitiating
        the
        intent and purpose of the transaction contemplated
        hereby.  Accordingly, the Company acknowledges that the remedy at law
        for a breach of its obligations under this Section 5 will be inadequate and
        agrees, in the event of a breach or threatened breach by the Company of the
        provisions of this Section 5, that the Buyer(s) shall be entitled, in
        addition to all other available remedies, to an 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.

       


      
        
          
          

        

        
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      6.           CONDITIONS
        TO THE COMPANY’S OBLIGATION TO SELL.

       

      The
        obligation of the Company hereunder to issue and sell the Secured Debentures
        to
        the Buyer(s) at the Closing is subject to the satisfaction, at or before
        the
        Closing Dates, of each of the following conditions, provided that these
        conditions are for the Company’s sole benefit and may be waived by the Company
        at any time in its sole discretion:

       

      (a)           Each
        Buyer shall have executed this Agreement, the Security Agreement, the Escrow
        Agreement and the Investor Registration Rights Agreement and the Irrevocable
        Transfer Agent Instructions and delivered the same to the Company.

       

      (b)           The
        Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for
        Secured
        Debentures in respective amounts as set forth next to each Buyer as outlined
        on
        Schedule I attached hereto and the Escrow Agent shall have delivered the
        net
        proceeds to the Company by wire transfer of immediately available U.S. funds
        pursuant to the wire instructions provided by the Company.

       

      (c)           The
        representations and warranties of the Buyer(s) shall be true and correct
        in all
        material respects as of the date when made and as of the Closing Dates as
        though
        made at that time (except for representations and warranties that speak as
        of a
        specific date), and the Buyer(s) shall have performed, satisfied and complied
        in
        all material respects with the covenants, agreements and conditions required
        by
        this Agreement to be performed, satisfied or complied with by the Buyer(s)
        at or
        prior to the Closing Dates.

       

      (d)           The
        Company shall have filed a form UCC-1 with regard to the Pledged Property
        and
        Pledged Collateral as detailed in the Security Agreement dated the date hereof
        and provided proof of such filing to the Buyer(s).

       

      7.           CONDITIONS
        TO THE BUYER’S OBLIGATION TO PURCHASE.

       

      The
        obligation of the Buyer(s) hereunder to purchase the Secured Debentures at
        the
        Closing is subject to the satisfaction, at or before the Closing Date, of
        each
        of the following conditions:

       


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      (a)           The
        Company shall have executed this Agreement, the Security Agreement, the Secured
        Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and
        the
        Investor Registration Rights Agreement, and delivered the same to the
        Buyer(s).

       

      (b)           The
        Common Stock shall be authorized for quotation on the OTCBB within one hundred
        fifty (150) days from the date of the Closing.

       

      (c)           The
        representations and warranties of the Company shall be true and correct in
        all
        material respects (except to the extent that any of such representations
        and
        warranties is already qualified as to materiality in Section 3 above, in
        which
        case, such representations and warranties shall be true and correct without
        further qualification) as of the date when made and as of the Closing Dates
        as
        though made at that time (except for representations and warranties that
        speak
        as of a specific date) and the Company shall have performed, satisfied and
        complied in all material respects with the covenants, agreements and conditions
        required by this Agreement to be performed, satisfied or complied with by
        the
        Company at or prior to the Closing Dates.  If requested by the Buyer,
        the Buyer shall have received a certificate, executed by the President of
        the
        Company, dated as of the Closing Dates, to the foregoing effect and as to
        such
        other matters as may be reasonably requested by the Buyer including, without
        limitation an update as of the Closing Dates regarding the representation
        contained in Section 3(c) above.

       

      (d)           The
        Company shall have executed and delivered to the Buyer(s) the Secured Debentures
        in the respective amounts set forth opposite each Buyer(s) name on Schedule
        I
        attached hereto.

       

      (e)           The
        Buyer(s) shall have received an opinion of counsel from counsel to the Company
        in a form satisfactory to the Buyer(s).

       

      (f)           The
        Company shall have provided to the Buyer(s) a certificate of good standing
        from
        the secretary of state from the state in which the company is
        incorporated.

       

      (g)           As
        of the Closing Date, the Company shall have reserved out of its authorized
        and
        unissued Common Stock, solely for the purpose of effecting the exercise of
        the
        Warrants, shares of Common Stock to effect the exercise of all of the Warrants
        then outstanding.

       

      (h)           The
        Irrevocable Transfer Agent Instructions, in form and substance satisfactory
        to
        the Buyer, shall have been delivered to and acknowledged in writing by the
        Company’s transfer agent.

       

      (i)           The
        Company shall have provided to the Buyer an acknowledgement, to the satisfaction
        of the Buyer, from the Company’s independent certified public accountants as to
        its ability to provide all consents required in order to file a registration
        statement in connection with this transaction.

       

      (j)           The
        Company shall have filed a form UCC-1 or such other forms as may be required
        to
        perfect the Buyer’s interest in the Pledged Property and Pledged Collateral as
        detailed in the Security Agreement dated the date hereof and provided proof
        of
        such filing to the Buyer(s).

       


      
        
          
          

        

        
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      8.           INDEMNIFICATION.

       

      (a)           In
        consideration of the Buyer’s execution and delivery of this Agreement and
        acquiring the Secured Debentures and the Warrants hereunder, and in addition
        to
        all of the Company’s other obligations under this Agreement, the Company shall
        defend, protect, indemnify and hold harmless the Buyer(s) and each other
        holder
        of the Secured Debentures and Warrants, and all of their officers, directors,
        employees and agents (including, without limitation, those retained in
        connection with the transactions contemplated by this Agreement) (collectively,
        the “Buyer Indemnitees”) from and against any and all actions, causes of
        action, suits, claims, losses, costs, penalties, fees, liabilities and damages,
        and expenses in connection therewith (irrespective of whether any such Buyer
        Indemnitee is a party to the action for which indemnification hereunder is
        sought), and including reasonable attorneys’ fees and disbursements (the
“Indemnified Liabilities”), incurred by the Buyer Indemnitees or any of
        them as a result of, or arising out of, or relating to (a) any misrepresentation
        or breach of any representation or warranty made by the Company in this
        Agreement, the Secured Debentures or the Investor Registration Rights Agreement
        or any other certificate, instrument or document contemplated hereby or thereby,
        (b) any breach of any covenant, agreement or obligation of the Company contained
        in this Agreement, or the Investor Registration Rights Agreement or any other
        certificate, instrument or document contemplated hereby or thereby, or (c)
        any
        cause of action, suit or claim brought or made against such Indemnitee and
        arising out of or resulting from the execution, delivery, performance or
        enforcement of this Agreement or any other instrument, document or agreement
        executed pursuant hereto by any of the Indemnities, any transaction financed
        or
        to be financed in whole or in part, directly or indirectly, with the proceeds
        of
        the issuance of the Secured Debentures or the status of the Buyer or holder
        of
        the Secured Debentures  the Warrants or the shares underlying the
        Warrants, as a Buyer of Secured Debentures in the Company.  To the
        extent that the foregoing undertaking by the Company may be unenforceable
        for
        any reason, the Company shall make the maximum contribution to the payment
        and
        satisfaction of each of the Indemnified Liabilities, which is permissible
        under
        applicable law.

       

      (b)           In
        consideration of the Company’s execution and delivery of this Agreement, and in
        addition to all of the Buyer’s other obligations under this Agreement, the Buyer
        shall defend, protect, indemnify and hold harmless the Company and all of
        its
        officers, directors, employees and agents (including, without limitation,
        those
        retained in connection with the transactions contemplated by this Agreement)
        (collectively, the “Company Indemnitees”) from and against any and all
        Indemnified Liabilities incurred by the Indemnitees or any of them as a result
        of, or arising out of, or relating to (a) any misrepresentation or breach
        of any
        representation or warranty made by the Buyer(s) in this Agreement, , instrument
        or document contemplated hereby or thereby executed by the Buyer, (b) any
        breach
        of any covenant, agreement or obligation of the Buyer(s) contained in this
        Agreement,  the Investor Registration Rights Agreement or any other
        certificate, instrument or document contemplated hereby or thereby executed
        by
        the Buyer, or (c) any cause of action, suit or claim brought or made against
        such Company Indemnitee based on material misrepresentations or due to a
        material breach and arising out of or resulting from the execution, delivery,
        performance or enforcement of this Agreement, the Investor Registration Rights
        Agreement or any other instrument, document or agreement executed pursuant
        hereto by any of the Company Indemnities.  To the extent that the
        foregoing undertaking by each Buyer may be unenforceable for any reason,
        each
        Buyer shall make the maximum contribution to the payment and satisfaction
        of
        each of the Indemnified Liabilities, which is permissible under applicable
        law.

       


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


       

       

      9.           GOVERNING
        LAW: MISCELLANEOUS.

       

      (a)           Governing
        Law.  This Agreement shall be governed by and interpreted in
        accordance with the laws of the State of Florida without regard to the
        principles of conflict of laws.  The parties further agree that any
        action between them shall be heard in Broward County, Florida and expressly
        consent to the jurisdiction and venue of the State Court sitting in Broward
        County, Florida and the United States District Court for the Southern District
        of Florida for the adjudication of any civil action asserted pursuant to
        this
        Paragraph.

       

      (b)           Counterparts.  This
        Agreement may be executed in two or more identical counterparts, all of which
        shall be considered one and the same agreement and shall become effective
        when
        counterparts have been signed by each party and delivered to the other
        party.  In the event any signature page is delivered by facsimile
        transmission, the party using such means of delivery shall cause four (4)
        additional original executed signature pages to be physically delivered to
        the
        other party within five (5) days of the execution and delivery
        hereof.

       

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

       

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

       

      (e)           Entire
        Agreement, Amendments.  This Agreement supersedes all other prior
        oral or written agreements between the Buyer(s), the Company, their affiliates
        and persons acting on their behalf with respect to the matters discussed
        herein,
        and this Agreement and the instruments referenced herein contain the entire
        understanding of the parties with respect to the matters covered herein and
        therein and, except as specifically set forth herein or therein, neither
        the
        Company nor any Buyer makes any representation, warranty, covenant or
        undertaking with respect to such matters.  No provision of this
        Agreement may be waived or amended other than by an instrument in writing
        signed
        by the party to be charged with enforcement.

       

      (f)           Notices.  Any
        notices, consents, waivers, or other communications required or permitted
        to be
        given under the terms of this Agreement must be in writing and will be deemed
        to
        have been delivered (i) upon receipt, when delivered personally; (ii) upon
        confirmation of receipt, when sent by facsimile; (iii) three (3) days after
        being sent by U.S. certified mail, return receipt requested, or (iv) one
        (1) day
        after deposit with a nationally recognized overnight delivery service, in
        each
        case properly addressed to the party to receive the same.  The
        addresses and facsimile numbers for such communications shall be:

       


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      


       

      
        	
                If
                  to the Company, to:

              	
                C-Mark
                  International, Inc.

              
	 	
                4130
                  E. Van Buren, Suite 325

              
	 	
                Phoenix,
                  AZ 85008

              
	 	
                Attn:
                  Mr. Charles Jones, CEO

              
	 	
                Telephone:
                  (602) 443-8640

              
	 	
                Facsimile:
                  (602) 443-8646

              
	 	 
	
                With
                  a copy to:

              	
                The
                  O’Neal Law Firm, P.C.

              
	 	
                17100
                  E. Shea Blvd., Suite 400-D

              
	 	
                Fountain
                  Hills, AZ  85268

              
	 	
                Attention:  William
                  D. O’Neal, Esq.

              
	 	
                Telephone:
                  (480) 812-5058

              
	 	
                Facsimile:
                  (480) 816-9241

              
	 	 
	
                If
                  to the Transfer Agent, to:

              	
                First
                  American Stock Transfer

              
	 	
                706
                  E. Bell Road

              
	 	
                Suite
                  202

              
	 	
                Phoenix,
                  AZ 85012

              
	 	
                Attention:
                  Salli Marinov

              
	 	
                Telephone:
                  (602) 485-1346

              
	 	
                Facsimile:
                  (602) 788-0423

              
	 	 
	
                With
                  Copy to:

              	
                James
                  G. Dodrill II, P.A.

              
	 	
                5800
                  Hamilton Way

              
	 	
                Boca
                  Raton, FL  33496

              
	 	
                Attention: Jim
                  Dodrill, Esq.

              
	 	
                Telephone: (561)
                  862-0529

              
	 	
                Facsimile: (561)
                  892-7787

              
	 	 


      

      If
        to the
        Buyer(s), to its address and facsimile number on Schedule I, with copies
        to the
        Buyer’s counsel as set forth on Schedule I.  Each party shall provide
        five (5) days’ prior written notice to the other party of any change in address
        or facsimile number.

       

      (g)           Successors
        and Assigns.  This Agreement shall be binding upon and inure to
        the benefit of the parties and their respective successors and
        assigns.  Neither the Company nor any Buyer shall assign this
        Agreement or any rights or obligations hereunder without the prior written
        consent of the other party hereto.

       

      (h)           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.

       

      (i)           Survival.  Unless
        this Agreement is terminated under Section 9(l), the representations and
        warranties of the Company and the Buyer(s) contained in Sections 2 and 3,
        the
        agreements and covenants set forth in Sections 4, 5 and 9, and the
        indemnification provisions set
        forth
        in Section 8, shall survive the Closing for a period of two (2) years following
        the date on which the Secured Debentures are converted in full.  The
        Buyer(s) shall be responsible only for its own representations, warranties,
        agreements and covenants hereunder.

       


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      (j)           Publicity.  The
        Company and the Buyer(s) shall have the right to approve, before issuance
        any
        press release or any other public statement with respect to the transactions
        contemplated hereby made by any party; provided, however, that the Company
        shall
        be entitled, without the prior approval of the Buyer(s), to issue any press
        release or other public disclosure with respect to such transactions required
        under applicable securities or other laws or regulations (the Company shall
        use
        its best efforts to consult the Buyer(s) in connection with any such press
        release or other public disclosure prior to its release and Buyer(s) shall
        be
        provided with a copy thereof upon release thereof).

       

      (k)           Further
        Assurances.  Each party shall do and perform, or cause to be done
        and performed, all such further acts and things, and shall execute and deliver
        all such other agreements, certificates, instruments and documents, as the
        other
        party may reasonably request in order to carry out the intent and accomplish
        the
        purposes of this Agreement and the consummation of the transactions contemplated
        hereby.

       

      (l)           Termination.  In
        the event that the Closing shall not have occurred with respect to the Buyers
        on
        or before five (5) business days from the date hereof due to the Company’s or
        the Buyer’s failure to satisfy the conditions set forth in Sections 6 and 7
        above (and the non-breaching party’s failure to waive such unsatisfied
        condition(s)), the non-breaching party shall have the option to terminate
        this
        Agreement with respect to such breaching party at the close of business on
        such
        date without liability of any party to any other party; provided, however,
        that
        if this Agreement is terminated by the Company pursuant to this Section 9(l),
        the Company shall remain obligated to pay the Buyer(s) for the structuring
        fee
        described in Section 4(g) above.

       

      (m)           No
        Strict Construction.  The language used in this Agreement will be
        deemed to be the language chosen by the parties to express their mutual intent,
        and no rules of strict construction will be applied against any
        party.

       

      


      [REMAINDER
        PAGE INTENTIONALLY LEFT BLANK]

       

       

       

       

       

       


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      


      IN
        WITNESS WHEREOF, the Buyers and the Company have caused this
        Securities Purchase Agreement to be duly executed as of the date first written
        above.

       

      


      
        	 	
                COMPANY:

              
	 	
                CMARK
                  INTERNATIONAL, INC.

              
	 	 
	 	 
	 	
                By:  /s/ 
                  Charles Jones,
                  Jr.                          
                  

              
	 	
                Name:    Charles
                  Jones, Jr.

              
	 	
                Title:      President/CEO

              
	 	 


      

      


      
        	 	
                BUYER:

              
	 	
                TRAFALGAR
                  CAPITAL SPECIALIZED

              
	 	
                INVESTMENT
                  FUND, LUXEMBOURG

              
	 	
                By:           Trafalgar
                  Capital Sarl

              
	 	
                Its:           General
                  Partner

              
	 	 
	 	 
	 	
                By:  /s/ 
                  Andrew
                  Garai                                  

              
	 	
                Name:    Andrew
                  Garai

              
	 	
                Title:      Chairman
                  of the Board

              


      

      



      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        A

      


       

      FORM
        OF INVESTOR REGISTRATION RIGHTS AGREEMENT

       

      


      


       

       

       

       

       

       

      
 


      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        B

      


       

      FORM
        OF ESCROW AGREEMENT

       

      


       

       

       

       

       

       

      
 

      



      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        C

       

      TRANSFER
        AGENT INSTRUCTIONS

       

      


       

       

       

       

       

       

      
 

      



      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      


      


       

      SCHEDULE
        I

       

      SCHEDULE
        OF BUYERS

       

      


      
        	
                
                  Name

                

              	
                
                  Signature

                

              	
                
                  Address/Facsimile

                  Number
                    of Buyer

                

              	
                
                  Amount
                    of Subscription

                

              
	 	 	
                8-10
                  Rue Mathias Hardt

              	 
	
                Trafalgar
                  Capital Specialized

              	
                By:           Trafalgar
                  Capital Sarl

              	
                BP
                  3023

              	
                $        750,000

              
	
                Investment
                  Fund, Luxembourg

              	
                Its:           General
                  Partner

              	
                L-1030
                  Luxembourg

              	 
	 	 	
                Facsimile:

              	 
	 	 	
                011-44-207-405-0161

              	 
	 	
                By: 
                    /s/  Andrew
                  Garai                             

              	
                and

              	 
	 	
                Name:      Andrew
                  Garai

              	
                001-786-323-1651

              	 
	 	
                Its:           Chairman
                  of the Board

              	 	 


      

      


      Buyer’s
        Counsel:

      


      James
        G.
        Dodrill II, P.A.

      5800
        Hamilton Way

      Boca
        Raton, FL  33496

      Telephone:
        (561) 862-0529

      Facsimile:
        (561) 892-7787

       

       

       

       

       

      D-1