SECURITIES
      PURCHASE AGREEMENT

     

    BY
      AND AMONG

    


    CATALYST
      LIGHTING GROUP, INC.

    


    AND
      

     

    KIG
      INVESTORS I, LLC 

     

    DATED
      AS OF AUGUST 22, 2007

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECURITIES
      PURCHASE AGREEMENT 

     

    THIS
      SECURITIES PURCHASE AGREEMENT (the “Agreement”)
      is
      made and entered into as of August 22, 2007, by and among KIG Investors I,
      LLC,
      a Delaware limited liability company (the "Buyer")
      and
      Catalyst Lighting Group, Inc. a Delaware corporation (the “Company").
      

     

    RECITALS

     

    A. The
      Company currently has 4,190,642 shares of common stock, $0.01 par value, issued
      and outstanding (“Common
      Stock”).
      

     

    B. The
      Company desires to issue to the Buyer 1,572,770 shares of Series A Convertible
      Preferred Stock, $0.01 par value (“Preferred
      Shares”)
      which
      are convertible into 25,620,147 shares of Common Stock (“Conversion
      Shares”),
      and
      the Buyer desires to purchase the Preferred Shares from the Company
      (“Stock
      Issuance”),
      for a
      purchase price of $157,277, or $0.10 per share, and on such other terms and
      conditions set forth herein.

     

    C. As
      a
      condition of the Stock Issuance, the proceeds of the purchase price from the
      Stock Issuance shall be used to pay certain liabilities and obligations of
      the
      Company, all as more specifically set forth herein.

     

    D. As
      a
      further condition to the Stock Issuance, the Company shall have entered into
      certain settlement and release agreements (“Settlement
      Agreements”)
      with
      certain creditors of the Company (“Settlement
      Creditors”)
      pursuant to which such creditors have agreed to accept, in the aggregate, up
      to
      11,542,574 shares of the Company common stock (“Settlement
      Shares”)
      in
      exchange for each creditor’s agreement to terminate and cancel any and all
      agreements and contracts with the Company (including any warrants to purchase
      shares of the Company’s common stock) and to irrevocably release the Company
      from any and all debts, liabilities and obligations, pursuant to the terms
      and
      conditions set forth in such Settlement Agreements, which such terms and
      conditions shall be acceptable to the Buyer. 

     

    E. In
      connection with the Stock Issuance, the Conversion Shares underlying the
      Preferred Shares issued by the Company to the Buyer will be granted registration
      rights pursuant to the terms and conditions set forth in a certain registration
      rights agreement between the Company, the Buyer and the Settlement Creditors,
      the form of which is attached hereto as Exhibit A (“Registration
      Rights Agreement”).

     

    F. The
      execution and delivery of this Agreement, the consummation of the transactions
      contemplated under this Agreement and the execution and delivery of the
      Registration Rights Agreement have been duly authorized and approved by the
      directors of the Company, and no approval of the stockholders of the Company
      is
      required with respect to any of the foregoing.

     

    NOW,
      THEREFORE, in consideration of the above recitals, the covenants, promises
      and
      representations set forth herein, and for other good and valuable consideration,
      the receipt and sufficiency of which are hereby acknowledged, the parties agree
      as follows: 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      I

     

    SALE
      AND PURCHASE 

     

    1.1 Sale
      and Purchase of Shares; Registration Rights. At
      the
      Closing and subject to and upon the terms and conditions of this Agreement,
      the
      Company agrees to sell and issue to the Buyer, and the Buyer agrees to purchase
      from the Company, the Preferred Shares. The Preferred Shares, when issued,
      shall
      have registration rights pursuant to the terms and conditions of the
      Registration Rights Agreement, which Registration Rights Agreement shall be
      executed and delivered by the Company and the Buyer at Closing. As of Closing,
      the Preferred Shares shall constitute not less than 61.8% of the issued and
      outstanding shares of the Company’s Common Stock on an as-converted and fully
      diluted basis. The sale and purchase of Preferred Shares contemplated hereunder
      shall be referred to herein as the "Transaction"
      or the
“Stock
      Issuance”.

     

    1.2 Closing. Unless
      this Agreement shall have been terminated pursuant to Article VIII hereof,
      and
      subject to the satisfaction and waiver of the conditions set forth in Article
      VI
      hereof, the closing of the Transaction (the “Closing”)
      shall
      take place at the offices of the Buyer on a date not later than three (3)
      business following the satisfaction or and waiver of the conditions set forth
      in
      Article VI hereof or such other date mutually agreeable to the Buyer and the
      Company (the “Closing
      Date”).
      

     

    1.3 Purchase
      Price.
      The
      aggregate purchase price for the Preferred Shares shall be One Hundred
      Fifty-Seven Thousand Two Hundred Seventy-Seven Dollars ($157,277) ("Purchase
      Price").
      

     

    1.4 Issuance
      of Certificates Representing the Preferred Shares.
      At
      Closing, the Company shall deliver certificate(s) representing the Preferred
      Shares with the restrictive legend under the Securities Act of 1933, as amended
      (“Securities
      Act”).
      

     

    1.5 Taking
      of Necessary Action; Further Action. 

     

    If,
      at
      any time after the Closing, any further action is necessary or desirable to
      carry out the purposes of this Agreement and to vest Buyer with full right,
      title and possession to the Preferred Shares, the Company will take all such
      lawful and necessary action. 

     

    ARTICLE
      II

     

    REPRESENTATIONS
      AND WARRANTIES OF THE
      COMPANY

     

    The
      Company hereby represents and warrants to, and covenants with, the Buyer, as
      follows: 

     

    2.1 Organization
      and Qualification. 

     

    (a) The
      Company is a corporation duly incorporated or organized, validly existing and
      in
      good standing under the laws of the State of Delaware and has the requisite
      corporate power and authority to own, lease and operate its assets and
      properties and to carry on its business as it is now being conducted by the
      Company. The Company is in possession of all franchises, grants, authorizations,
      licenses, permits, easements, consents, certificates, approvals and orders
      (“Approvals”)
      necessary to own, lease and operate the properties it purports to own, operate
      or lease and to carry on its business as it is now being by the Company. The
      Company is duly qualified to conduct its business in each state and each foreign
      jurisdiction in which is required to do so. The Company has filed each annual
      corporate or information report (“Annual
      Report”)
      required to be filed by it in the state of Delaware and in each state and
      foreign jurisdiction in which it is required to be qualified to do business
      as a
      foreign corporation. Complete and correct copies of the articles of
      incorporation or organization and by-laws (or other comparable governing
      instruments with different names) (collectively referred to herein as
      "Charter
      Documents")
      of the
      Company, as amended and currently in effect, and each Annual Report filed by
      the
      Company have been heretofore delivered to the Buyer. The Company is not in
      violation of any of the provisions of the Company's Charter
      Documents.

     

    
      
        
        

      

      
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    (b) The
      minute books of the Company contain true, complete and accurate records of
      all
      meetings and consents in lieu of meetings of its Board of Directors (and any
      committees thereof), similar governing bodies and stockholders ("Corporate
      Records"),
      since
      the time of the Company's organization. Copies of such Corporate Records of
      the
      Company have been heretofore delivered to the Buyer. 

     

    (c) The
      Company has heretofore delivered to the Buyer a true, complete and accurate
      record of the registered ownership of the Company's capital stock maintained
      by
      the Transfer Agent as of a recent date acceptable to the Buyer and a record
      of
      the beneficial ownership of the Company’s capital stock as of a recent date
      acceptable to the Buyer, together stock transfer and issuance ledgers and
      records from the Transfer Agent ("Stock
      Records").
      

     

    2.2 Subsidiaries.
      Whitco
      Company, LP (“Whitco”),
      a
      Texas limited partnership, was formerly a wholly-owned subsidiary of the
      Company, but Whitco was dissolved and terminated as a result of the dissolution
      of Whitco Management, LLC (“Whitco
      Management”),
      a
      Delaware limited liability company and sole general partner of Whitco. The
      Company was the sole member of Whitco Management. 

     

    2.3 Authority
      Relative to this Agreement.
      The
      Company has all necessary corporate power and authority to execute and deliver
      this Agreement, to perform its obligations hereunder and to consummate the
      transactions contemplated hereby (including the Transaction). The execution
      and
      delivery of this Agreement and the consummation by the Company of the
      transactions contemplated hereby (including the Transaction) have been duly
      and
      validly authorized by all necessary corporate action on the part of Company
      (including the approval by its board of directors), and no other corporate
      proceedings on the part of the Company (including the approval of the Company’s
      stockholders) are necessary to authorize this Agreement or to consummate the
      transactions contemplated hereby. This Agreement has been duly and validly
      executed and delivered by the Company and, assuming the due authorization,
      execution and delivery thereof by the Buyer, constitutes the legal and binding
      obligation of the Company, enforceable against the Company in accordance with
      its terms, except as may be limited by bankruptcy, insolvency, reorganization
      or
      other similar laws affecting the enforcement of creditors’ rights generally and
      by general principles of equity and public policy. 

     

    2.4 No
      Conflict; Required Filings and Consents. 

     

    (a) The
      execution and delivery of this Agreement by the Company do not, and the
      performance of this Agreement by the Company shall not: (i) conflict with or
      violate the Company's Charter Documents, (ii) conflict with or violate any
      Legal
      Requirements to which the Company is bound, or (iii) result in any breach of
      or
      constitute a default (or an event that with notice or lapse of time or both
      would become a default) under, or materially impair the Company’s rights or
      alter the rights or obligations of any third party under, or give to others
      any
      rights of termination, amendment, acceleration or cancellation of, or result
      in
      the creation of a lien or encumbrance on any of the properties or assets of
      the
      Company pursuant to any Contracts (as defined in Section 2.16) except, with
      respect to clauses (ii) or (iii), for any such conflicts, violations, breaches,
      defaults or other occurrences that would not, individually and in the aggregate,
      have a Material Adverse Effect on the Company, taken as a whole. For purposes
      of
      this Agreement, “Legal
      Requirements”
means
      any federal, state, local, municipal, foreign or other law, statute,
      constitution, principle of common law, resolution, ordinance, code, edict,
      decree, rule, regulation, ruling or requirement issued, enacted, adopted,
      promulgated, implemented or otherwise put into effect by or under the authority
      of any Governmental Entity (as defined in Section 2.4(b)), and all requirements
      set forth in applicable Contracts. 

     

    
      
        
        

      

      
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    (b)  The
      execution and delivery of this Agreement by the Company does, and the
      performance of its obligations hereunder will not, require any consent,
      approval, authorization or permit of, filing with, or notification to, any
      court, administrative agency, commission, governmental or regulatory authority,
      domestic or foreign (a “Governmental
      Entity”),
      except for applicable requirements, if any, of the Securities Act, the
      Securities Exchange Act of 1934, as amended (the “Exchange
      Act”),
      state
      securities laws (“Blue
      Sky Laws”),
      and
      the rules and regulations thereunder, and appropriate documents with the
      relevant authorities of other jurisdictions in which the Company is qualified
      to
      do business. 

     

    2.5 Capitalization. 

     

    (a) The
      authorized capital stock of the Company consists of 40,000,000 shares of common
      stock, $0.01 par value ("Common
      Stock")
      and
      10,000,000 shares of preferred stock, $0.01 par value ("Preferred
      Stock")
      of
      which 1,600,000 shares will be designated as Series A Convertible Preferred
      Stock pursuant to the Certificate of Designations of Series A Convertible
      Preferred Stock attached hereto as Exhibit
      B)
      ("Series
      A Preferred Stock Designations").
      At
      the close of business on the business day prior to the date hereof:, (i)
      4,190,642 shares of the Company’s common stock were issued and outstanding, all
      of which are validly issued, fully paid and nonassessable; (ii) no shares of
      the
      Company’s preferred stock were issued and outstanding; (iii) no options to
      purchase the Company’s common stock were outstanding; (iv) warrants to purchase
      40,433 shares of the Company’s common stock were outstanding (which excludes
      warrants to be cancelled under the Settlement Agreements and warrants to be
      cancelled by Keating Investments, LLC) )(“Warrants”);
      and
      (v) no notes, debentures or securities convertible into the Company’s common
      stock are outstanding (other than convertible notes held by Laurus Master Fund,
      Ltd. which will be terminated and canceled under the Settlement Agreements
      (“Laurus
      Notes”)).
      All
      shares of the Company’s common stock subject to issuance as aforesaid, upon
      issuance on the terms and conditions specified in the instrument pursuant to
      which they are issuable, will be duly authorized, validly issued, fully paid
      and
      nonassessable. All securities of the Company have been issued and granted in
      compliance with (i) all applicable securities laws and regulations, (ii) all
      Legal Requirements, and (iii) all requirements set forth in any applicable
      contracts. Prior to Closing, there will an aggregate of 1,600,000 shares of
      authorized but unissued shares of Series A Convertible Preferred Stock, par
      value $0.01 per share (“Series
      A Preferred Stock”),
      which, subject to the approval of the Company’s stockholders of the Reverse
      Split (as defined herein) and the Certificate of Amendment (as defined herein),
      which approval in any case shall be required to have occurred subsequent to
      the
      Closing (“Stockholder
      Approval”):
      (i)
      shall be convertible into 16.28982 shares of Common Stock for each share of
      Series A Preferred Stock, subject to adjustment for the Reverse Split. Upon
      the
      issuance of the shares of the Series A Preferred Stock, and, subject to the
      Stockholder Approval, the Conversion Shares issuable upon conversion thereof,
      when issued, will be validly issued, fully paid and non-assessable. The term
      “Reverse
      Split”
shall
      mean a 1-for-10 reverse stock split of the Company’s outstanding shares of
      common stock, and the “Certificate
      of Amendment”
shall
      mean the amendment to the Company’s certificate of incorporation which, in
      addition to the Reverse Split, provides for an increase in the authorized shares
      of the Company’s common stock from 40,000,000 shares to 200,000,000 shares, and
      the reduction of the par value for the Company’s common and preferred stock from
      $0.01 to $0.0001 per share. 

     

    (b) Except
      for the Warrants, Laurus Notes and the Settlement Agreements, (i) there are
      no
      subscriptions, options, warrants, equity securities, partnership interests
      or
      similar ownership interests, calls, rights (including preemptive rights),
      commitments or agreements of any character to which the Company is a party
      or by
      which it is bound obligating the Company to issue, deliver or sell, or cause
      to
      be issued, delivered or sold, or to repurchase, redeem or otherwise acquire,
      or
      cause the repurchase, redemption or acquisition of, any shares of capital stock,
      partnership interests or similar ownership interests of the Company or
      obligating the Company to grant, extend, accelerate the vesting of or enter
      into
      any such subscription, option, warrant, equity security, call, right, commitment
      or agreement, (ii) there are no lock up agreements or other agreements affecting
      the transfer of any equity security of any class of the Company, and (iii)
      there
      are no bonds, debentures, notes or other indebtedness of the Company issued
      or
      outstanding having the right to vote (or convertible into, or exchangeable
      for,
      securities having the right to vote) on any matters on which the stockholders
      of
      the Company may vote. 

     

    
      
        
        

      

      
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    (c) Except
      as
      contemplated by this Agreement and under the Settlement Agreements, there are
      no
      registration rights, and there is no voting trust, proxy, rights plan,
      anti-takeover plan, or other agreement or understanding to which the Company
      is
      a party or by which the Company is bound with respect to any equity security
      of
      any class of the Company.


    


    (d) The
      Preferred Shares to be issued with respect to the Transaction contemplated
      under
      this Agreement shall, when issued, be duly authorized, validly issued, fully
      paid and nonassessable, shall be free and clear of all liens, claims, charges,
      encumbrances, pledges, mortgages, security interests, options, rights to
      acquire, proxies, voting trusts or similar agreements, restrictions on transfer
      or adverse claims of any nature whatsoever (“Liens”)
      and
      shall have been issued in compliance with all Legal Requirements. 

     

    2.6 Compliance.
      The
Company
      has complied with, are not in violation of, any laws, rules or regulations
      of
      any Governmental Entity including, without limitation, any and all applicable
      securities laws and regulations, environmental laws and regulations, and laws
      and regulations regarding hazardous and toxic substances and materials, except
      for failures to comply or violations which, individually or in the aggregate,
      have not had and are not reasonably likely to have a Material Adverse Effect
      on
      the Company. 

     

    2.7 Financial
      Statements; Filings. 

     

    (a)  The
      Company has made available to the Buyer each report and statement filed by
      the
      Company with any Governmental Entity (the “Company
      Reports”),
      which
      are all the forms, reports and documents required to be filed by the Company
      with any Governmental Entity, and such Company Reports are true, correct and
      complete. As of their respective dates, the Company Reports (i) were prepared
      in
      accordance and complied in all material respects with the requirements of the
      applicable Governmental Entity, and the rules and regulations of such
      Governmental Entities applicable to such Company Reports, and (ii) did not
      at
      the time they were filed (and if amended or superseded by a filing prior to
      the
      date of this Agreement then on the date of such filing and as so amended or
      superceded) contain any untrue statement of a material fact or omit 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. Except to the extent set forth in the preceding sentence, the
      Company makes no representation or warranty whatsoever concerning the Company
      Reports as of any time other than the time they were filed. 

     

    (b) The
      Company has provided to the Buyer a correct and complete copy of the audited
      financial statements (including, in each case, any related notes thereto) of
      the
      Company and each Subsidiary for the fiscal years ended September 30, 2004 and
      2003, complied as to form in all material respects with the published rules
      and
      regulations of any applicable Governmental Entity, prepared in accordance with
      the generally accepted accounting principles of the United States ("U.S.
      GAAP")
      applied on a consistent basis throughout the periods involved (except as may
      be
      indicated in the notes thereto), audited by a certifying accountant registered
      with the Public Company Accounting Oversight Board (“PCAOB”),
      and
      each fairly presents in all material respects the financial position of the
      Company and Subsidiaries at the respective dates thereof and the results of
      its
      operations and cash flows for the periods indicated. 

     

    
      
        
        

      

      
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    (c)   The
      Company shall provide to the Buyer prior to the Closing, a correct and complete
      copy of the audited consolidated financial statements (including all related
      notes thereto) of the Company for the fiscal year ended September 30, 2005,
      complied as to form in all material respects with the published rules and
      regulations of any applicable Governmental Entity, prepared in accordance with
      U.S. GAAP applied on a consistent basis throughout the periods involved (except
      as may be indicated in the notes thereto), and fairly presenting in all material
      respects the financial position of the Company and Subsidiaries at the date
      thereof and the results of its operations and cash flows for the periods
      indicated. 

     

    (d) The
      Company has previously furnished to the Buyer a complete and correct copy of
      any
      amendments or modifications, which have not yet been filed with the applicable
      Governmental Entities but which are required to be filed with respect to the
      Company, to agreements, documents or other instruments which previously had
      been
      filed by the Company with the applicable Governmental Entities pursuant to
      applicable rules and regulations. The books of account and other financial
      records of the Company have been maintained in accordance with good business
      practice. 

     

    (e) On
      December 27, 2005, the Company filed Form 15-12G (“Form
      15”)
      to
      withdraw the registration of its common stock under the Exchange Act, the Form
      15 was true, accurate and complete, and the Company did not receive any notice
      or comment from the SEC with respect thereto. Accordingly, none of the Company’s
      securities are currently registered under Section 12(g) of the Exchange Act.
      

     

    2.8 No
      Liabilities. Except
      as
      set forth in Schedule
      2.8
      hereto
      and except for the obligations of the Company under the Settlement Agreements
      and Registration Rights Agreement, the Company has no Liabilities. For purposes
      of this Agreement, “Liability”
or
      “Liabilities”
shall
      mean all debts, liabilities and obligations, direct, indirect, absolute or
      contingent of the Company, whether accrued, vested or otherwise, whether known
      or unknown and whether or not reflected, or required in accordance with U.S.
      GAAP to be reflected, in the Company’s balance sheet. The proceeds of the
      Purchase Price will be sufficient to pay and satisfy in full, at Closing, all
      Liabilities set forth on Schedule
      2.8
      hereto
      (“Scheduled
      Liabilities”).

     

    2.9 Absence
      of Certain Changes or Events. Since
      September 30, 2006, there has not been: (i) any Material Adverse Effect on
      the
      Company, (ii) any declaration, setting aside or payment of any dividend on,
      or
      other distribution (whether in cash, stock or property) in respect of, any
      of
      the Company’s capital stock, or any purchase, redemption or other acquisition of
      any of the Company’s capital stock or any other securities of the Company or any
      options, warrants, calls or rights to acquire any such shares or other
      securities, (iii) any split, combination or reclassification of any of the
      Company’s capital stock, (iv) any granting by the Company of any increase in
      compensation or fringe benefits, except for normal increases of cash
      compensation in the ordinary course of business consistent with past practice,
      (v) any material change by the Company in its accounting methods, principles
      or
      practices, except as required by concurrent changes in U.S. GAAP, (vi) any
      change in the auditors of the Company, (vii) any issuance of capital stock
      of
      the Company, or (vii) any revaluation by the Company of any of their respective
      assets, other than in the ordinary course of business. 

     

    
      
        
        

      

      
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    2.10 Litigation.
      There
      are
      no claims, suits, actions or proceedings (at law or in equity) pending or
      threatened against the Company, before any Governmental Entity or arbitrator
      (including, without limitation, any allegation of criminal conduct or a
      violation of the Racketeer and Influenced Corrupt Practices, as amended), and
      the Company is not subject to any outstanding order, writ, judgment, injunction,
      order, decree or arbitration order. There are no suits, actions, claims,
      proceedings pending or threatened, seeking to prevent, hinder, modify or
      challenge the transactions contemplated under this Agreement. 

     

    2.11 Employee
      Benefit Plans. 

     

    (a)  The
      Company does not have in place any arrangement or policy (written or oral)
      providing for insurance coverage, workers’ compensation, disability benefits,
      supplemental unemployment benefits, vacation benefits, severance or termination
      benefits, retirement or deferred compensation, profit sharing, bonuses, stock
      options, stock appreciation rights, stock purchases or other forms of incentive
      compensation or post-retirement insurance, compensation or benefits which is
      maintained or administered by the Company, or to which the Company contributes,
      and which covers any employee or former employee of the Company or under which
      the Company has any liability, including any “employee welfare benefit plan,”
“employee benefit plan” and “employee pension benefit plan” as defined under the
      Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

    


    (b) Neither
      the execution and delivery of this Agreement nor the consummation of the
      transactions contemplated hereby will result in any payment (including
      severance, unemployment compensation, golden parachute, bonus or otherwise)
      becoming due to any stockholder, director, employee or consultant of the
      Company. 

     

    2.12 Labor
      Matters.
      The
      Company is not a party to any collective bargaining agreements or labor union
      contract. There are no strikes or labor disputes or lawsuits, unfair labor
      or
      unlawful employment practice charges, contract grievances or similar actions
      pending or threatened by any of the employees, former employees or employment
      applicants of the Company. 

     

    2.13 Restrictions
      on Business Activities. There
      is
      no agreement, commitment, judgment, injunction, order or decree binding upon
      Company or to which Company is a party which has or could reasonably be expected
      to have the effect of prohibiting or materially impairing any business practice
      of the Company, any acquisition of property by the Company or the current or
      future conduct of business by the Company. 

    


    2.14 Taxes. 

     

    (a)  Definition
      of Taxes.
      

     

    For
      the
      purposes of this Agreement, “Tax”
or
      “Taxes”
refers
      to any and all federal, state, local and foreign taxes, including, without
      limitation, gross receipts, income, profits, sales, use, occupation, value
      added, ad valorem, transfer, franchise, withholding, payroll, recapture,
      employment, excise and property taxes, assessments, governmental charges and
      duties together with all interest, penalties and additions imposed with respect
      to any such amounts and any obligations under any agreements or arrangements
      with any other person with respect to any such amounts and including any
      liability of a predecessor entity for any such amounts. 

     

    (b)  Tax
      Returns and Audits.
      

     

    (i)
      the
      Company has timely filed all federal, state, local and foreign returns,
      estimates, information statements and reports relating to Taxes (“Returns”)
      required to be filed by the Company with any Tax authority prior to the date
      hereof, except such Returns which are not material to the Company and for those
      income tax returns for the Company’s fiscal year ended September 30, 2006. All
      such Returns are true, correct and complete in all material respects. The
      Company has paid all Taxes shown to be due on such Returns. 

     

    
      
        
        

      

      
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    (ii)
      All
      Taxes
      that the Company is required by law to withhold or collect have been duly
      withheld or collected, and have been paid over to the proper governmental
      authorities. 

     

    (iii)
      The
      Company has not been delinquent in the payment of any material Tax nor is there
      any material Tax deficiency outstanding, proposed or assessed against the
      Company, nor has the Company executed any unexpired waiver of any statute of
      limitations on or extending the period for the assessment or collection of
      any
      Tax. 

     

    (iv)
      No
      audit
      or other examination of any Return of the Company by any Tax authority is
      presently in progress, nor has the Company been notified of any request for
      such
      an audit or other examination. 

     

    (v)
      No
      adjustment relating to any Returns filed by the Company has been proposed in
      writing, formally or informally, by any Tax authority to the Company or any
      representative thereof. 

     

    (vi)
      The
      Company has no liability for any Taxes for its current fiscal year, whether
      or
      not such Taxes are currently due and payable. 

    


    2.15 No
      Brokers; Third Party Expenses.
      Neither
      the Neither
      company nor the principals of the Company have incurred, nor will they incur,
      directly or indirectly, any liability for brokerage commissions in connection
      with this Agreement or any transaction contemplated hereby. 

     

    2.16 Agreements,
      Contracts and Commitments.
      Except
      as set forth in Schedule
      2.16,
      (a)
      there are no written employment agreements, termination or severance agreements,
      or consulting agreements with the current or former officers, directors,
      employees or consultants of the Company and to which the Company is a party;
      (b)
      the Company is not a party to and is not bound by any commitment, agreement
      or
      other instrument which contemplates payment of any monies or which is otherwise
      material to the operations, assets or financial condition of the Company,
      including but not limited to any royalty, franchising fees, or any other fee
      based on a percentage of revenues or income; (c) the Company is not a party
      to
      and is not bound by any commitment, agreement or instrument which limits the
      freedom of the Company to compete in any line of business or with any Person;
      and (d) the Company is not in default in any material respect under any material
      lease, contract, mortgage, indentures, note, deed of trust, loan agreement,
      bond, guaranty, liens, license, permit, franchise, purchase orders, sales
      orders, arbitration awards, judgments, decrees, orders, documents, instruments,
      understandings and commitments, or other instrument or obligation of any kind,
      whether written or oral. True, correct and complete copies of each contract,
      commitment, agreement, obligation or instrument to which the Company is
      currently a party or bound under (or written summaries in the case of oral
      contracts) have been heretofore delivered to the Buyer.

    


    2.17 Interested
      Party Transactions.
      No
      employee, officer, director or 5% or more stockholder of the Company or a member
      of his or her immediate family is indebted to the Company, nor is the Company
      indebted (or committed to make loans or extend or guarantee credit) to any
      of
      them, other than (i) for payment of salary for services rendered, (ii)
      reimbursement for reasonable expenses incurred on behalf of the Company, and
      (iii) for other employee benefits made generally available to all employees,
      and
      all related party transactions between such persons and the Company have been
      fully and properly disclosed in the Company Reports. 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    2.18 Pink
      Sheet Quotation.
      The
      Company's common stock is quoted on the “pink sheets’ quotation system
      maintained by Pink Sheets, LLC. There is no action or proceeding pending or,
      to
      Company's knowledge, threatened against the Company by NASDAQ or the National
      Association of Securities Dealers ("NASD")
      with
      respect to any intention by such entities to prohibit or terminate the quotation
      of the Company’s Common Stock on the “pink sheets.” There is no action pending
      or threatened, to Company's knowledge, by any market maker in the Company's
      common stock to discontinue their market making activities with respect thereto.
      

     

    2.19 Investment
      Company Act.
      The
      Company is not an “investment company” or an “affiliated person” of or
“promoter” or “principal underwriter” or an “investment company” as such terms
      are defined in the Investment Company Act of 1940, as amended, nor is the
      Company otherwise subject to regulation thereunder. The Company is not a
“holding company” as that term is defined in, and is not otherwise subject to
      regulation under, the Public Utility Holding Company Act of 1935.

     

    2.20 Bankruptcy
      and Criminal Proceedings.
      Except
      for the filing by the Company on July 25, 2006 of a voluntary petition for
      relief under Chapter 11 of the U.S. Bankruptcy Code, which petition was
      dismissed on January 9, 2007, neither the Company and its respective officers,
      directors, affiliates, promoters nor any predecessor of the Company have been
      subject to or suffered any of the following:

     

    (a) a
      petition under the Federal bankruptcy laws or any other insolvency or moratorium
      law or has a receiver, fiscal agent or similar officer been appointed by a
      court
      for such person, or any partnership in which such person was a general partner
      at or within two years before the time of such filing, or any corporation or
      business association of which such person was an executive officer at or within
      two years before the time of such filing;

     

    (b) a
      conviction in a criminal proceeding or a named subject of a pending criminal
      proceeding (excluding traffic violations which do not relate to driving while
      intoxicated or driving under the influence); 

     

    (c) any
      order, judgment or decree, not subsequently reversed, suspended or vacated,
      of
      any court of competent jurisdiction, permanently or temporarily enjoining,
      barring suspending or otherwise limiting such person’s involvement in any type
      of business, securities or banking activities;
      or

     

    (d) been
      found guilty by a court of competent jurisdiction in a civil action or by the
      U.S. Securities and Exchange Commission (“SEC”),
      the
      Commodity Futures Trading Commission (“CFTC”)
      or
      state securities regulators and commissions to have violated any federal or
      state securities or commodities law, regulation or decree and the judgment
      in
      such civil action or finding by the SEC, CFTC or state securities regulators
      or
      commissions has not been subsequently reversed, suspended or vacated.


    


    2.21 Assets;
      Properties and Insurance.
      At
      Closing, the Company will not have any assets, whether tangible or intangible,
      will not own any real or personal property and will not maintain any insurance
      of any kind.

    


    2.22 Environmental
      Matters.
      The
      Company: (a) has not received any written notice, citation, claim, assessment,
      proposed assessment or demand for abatement alleging that it is responsible
      for
      the correction or cleanup of any condition resulting from a violation of any
      law, ordinance or other governmental regulation regarding environmental matters;
      (b) has no knowledge that any toxic or hazardous substances or materials have
      been emitted, generated, disposed of or stored on any real property owned or
      leased by it, or owned or controlled by it as a trustee or fiduciary
      (collectively, the “Properties”),
      in
      any manner that violates or, after the lapse of time may violate, any presently
      existing federal, foreign, regional, state or local law or regulation governing
      or pertaining to such substances and materials; and (c) has no knowledge that,
      during its ownership or lease of such Properties, any of such Properties has
      been operated in any manner that violated any applicable federal, foreign,
      regional, state or local law or regulation governing or pertaining to toxic
      or
      hazardous substances and materials.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    2.23 Intellectual
      Property.
      There
      are no arrangements relating to the use by the Company of any intellectual
      property owned by another Person, and the Company has not at any time been
      in
      breach of such arrangements. The Company has not granted and is not obligated
      to
      grant a license, assignment or other right with respect to any intellectual
      property.

     

    2.24 Representations
      and Warranties Complete.
      The
      representations and warranties of the Company included in this Agreement and
      any
      list, statement, document or information set forth in, or attached to, any
      Schedule provided pursuant to this Agreement or delivered hereunder, are true
      and complete in all material respects and do not contain any untrue statement
      of
      a material fact or omit to state a material fact required to be stated therein
      or necessary to make the statements contained therein not misleading, under
      the
      circumstance under which they were made.

     

    ARTICLE
      III

     

    REPRESENTATIONS
      AND WARRANTIES OF THE BUYER

     

    Buyer
      represents and warrants to, and covenants with, the Company, as follows:


     

    3.1 Organization.
      The
      Buyer is a limited liability company duly organized and validly existing under
      the laws of the State of Delaware and has the requisite power and authority
      to
      own, lease and operate its assets and properties and to carry on its business
      as
      it is now being or currently planned by the Buyer to be
      conducted.


     

    3.2 Authority
      Relative to this Agreement.
      The
      Buyer has full power and authority to: (i) execute, deliver and perform this
      Agreement, and each ancillary document which the Buyer has executed or delivered
      or is to execute or deliver pursuant to this Agreement, and (ii) carry out
      the
      Buyer's obligations hereunder and thereunder and, to consummate the transactions
      contemplated hereby (including the Transaction). The execution and delivery
      of
      this Agreement and the consummation by the Buyer of the transactions
      contemplated hereby (including the Transaction) have been duly and validly
      authorized by all necessary action on the part of the Buyer (including the
      approval by its Board of Managers), and no other proceedings on the part of
      the
      Buyer are necessary to authorize this Agreement or to consummate the
      transactions contemplated hereby. This Agreement has been duly and validly
      executed and delivered by the Buyer and, assuming the due authorization,
      execution and delivery thereof by the Company, constitutes the legal and binding
      obligation of the Buyer, enforceable against the Buyer in accordance with its
      terms, except as may be limited by bankruptcy, insolvency, reorganization or
      other similar laws affecting the enforcement of creditors’ rights generally and
      by general principles of equity and public policy.

     

    3.3 No
      Conflict; Required Filings and Consents.
      

     

    (a)  The
      execution and delivery of this Agreement by the Buyer does not, and the
      performance of this Agreement by the Buyer, shall not: (i) conflict with or
      violate the Buyer's certificate of organization or operating agreement, or
      (ii)
      subject to obtaining the adoption of this Agreement and the Transaction by
      the
      Board of Managers, conflict with or violate any laws or
      regulations.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (b)  The
      execution and delivery of this Agreement by the Buyer does not, and the
      performance of its obligations hereunder will not, require any consent,
      approval, authorization or permit of, or filing with or notification to, any
      Governmental Entity, except for applicable requirements, if any, of the Exchange
      Act and the rules and regulations thereunder. 

     

    3.4 Brokers.
      The
      Buyer has not incurred, nor will it incur, directly or indirectly, any liability
      for brokerage or finders' fees or agent’s commissions or any similar charges in
      connection with this Agreement or any transaction contemplated hereby.



     

    3.5
      Approval.
      The
      Board of Managers of the Buyer has, as of the date of this Agreement,
      unanimously declared the advisability of the Transaction and approved this
      Agreement and the transactions contemplated hereby. 

    


    3.6
      Acquisition
      of Shares for Investment.
      The
      Buyer is an “accredited investor,” as such term is defined in Section 2(15) of
      the Securities Act and Rule 501 of Regulation D promulgated thereunder, the
      Buyer is purchasing the Preferred Shares (and upon conversion, the Conversion
      Shares) for the Buyer’s own account, solely for investment purposes, and not
      with a view to, or for resale in connection with, any distribution thereof
      or
      with any present intention of distributing or selling any of the Preferred
      Shares (and upon conversion, the Conversion Shares), except as allowed by the
      Securities Act, or any rules and regulations promulgated thereunder. The Buyer
      understands and agrees that the Preferred Shares (and upon conversion, the
      Conversion Shares) being acquired pursuant to this Agreement have not been
      registered under the Securities Act or under any applicable state securities
      laws and may not be sold, pledged, assigned, hypothecated or otherwise
      transferred ("Transfer"),
      except pursuant to an effective registration statement under the Securities
      Act
      or pursuant to an exemption from registration under the Securities Act, the
      availability of which shall be established to the satisfaction of the Company
      at
      or prior to the time of Transfer. The Buyer acknowledges that it must bear
      the
      economic risk of its investment in the Preferred Shares (and upon conversion,
      the Conversion Shares) for an indefinite period of time since the Preferred
      Shares (and upon conversion, the Conversion Shares) have not been registered
      under the Securities Act and therefore cannot be sold unless the Preferred
      Shares (and upon conversion, the Conversion Shares) are subsequently registered
      or an exemption form registration is available. The Buyer has received and
      reviewed such information concerning the Company as it deems necessary to
      evaluate the risks and merits of its investment in the Company. The Buyer has
      such knowledge and experience in financial matters as to be capable of
      evaluating the merits and risks of an investment in the Preferred Shares (and
      upon conversion, the Conversion Shares). The sale of the Preferred Shares (and
      upon conversion, the Conversion Shares) to the Buyer is being made without
      any
      public solicitation or advertisements.

     

    3.7 Bankruptcy
      and Criminal Proceedings.
      Neither
      the Buyer nor its managers, affiliates, promoters nor any predecessor of the
      Buyer have been subject to or suffered any of the following:

     

    (a) a
      petition under the Federal bankruptcy laws or any other insolvency or moratorium
      law or has a receiver, fiscal agent or similar officer been appointed by a
      court
      for such person, or any partnership in which such person was a general partner
      at or within two years before the time of such filing, or any corporation or
      business association of which such person was an executive officer at or within
      two years before the time of such filing;

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (b) a
      conviction in a criminal proceeding or a named subject of a pending criminal
      proceeding (excluding traffic violations which do not relate to driving while
      intoxicated or driving under the influence); 

     

    (c) any
      order, judgment or decree, not subsequently reversed, suspended or vacated,
      of
      any court of competent jurisdiction, permanently or temporarily enjoining,
      barring suspending or otherwise limiting such person’s involvement in any type
      of business, securities or banking activities; or

     

    (d) been
      found guilty by a court of competent jurisdiction in a civil action or by the
      U.S. Securities and Exchange Commission (“SEC”),
      the
      Commodity Futures Trading Commission (“CFTC”)
      or
      state securities regulators and commissions to have violated any federal or
      state securities or commodities law, regulation or decree and the judgment
      in
      such civil action or finding by the SEC, CFTC or state securities regulators
      or
      commissions has not been subsequently reversed, suspended or
      vacated.

     

    3.8 Representations
      and Warranties Complete.
      The
      representations and warranties of the Buyer included in this Agreement and
      any
      list, statement, document or information set forth in, or attached to, any
      Schedule provided pursuant to this Agreement or delivered hereunder, are true
      and complete in all material respects and do not contain any untrue statement
      of
      a material fact or omit to state a material fact required to be stated therein
      or necessary to make the statements contained therein not misleading, under
      the
      circumstance under which they were made.

     

    ARTICLE
      IV


     

    CONDUCT
      PRIOR TO THE EFFECTIVE TIME

     

    During
      the period from the date of this Agreement and continuing until the earlier
      of
      the termination of this Agreement pursuant to its terms or the Closing, the
      Company, except to the extent that the Buyer shall otherwise consent in writing,
      shall carry on its business in the usual, regular and ordinary course consistent
      with past practices, in substantially the same manner as heretofore conducted
      and in compliance with all applicable laws and regulations, pay its debts and
      taxes when due subject to good faith disputes over such debts or taxes, pay
      or
      perform other material obligations when due, and use its commercially reasonable
      efforts consistent with past practices and policies to preserve substantially
      intact its present business organization. 

     

    ARTICLE
      V


     

    ADDITIONAL
      AGREEMENTS

    


    5.1 Payment
      of Company Closing Obligations.
      Any and
      all debts,
      liabilities or obligations of the Company, whether or not such obligations
      are
      due at the time of Closing (including, without limitation: (i) the Scheduled
      Liabilities and all fees and expenses incurred by the Company for attorneys,
      accountants, advisors and consultants in connection with the Transaction, and
      (ii) any advances made to the Company, or any expenses paid on behalf of the
      Company, by the Buyer or its affiliates for the payment of costs associated
      with
      the Compliance Matters or any other corporate purpose. 

     

    5.2  Resignations
      and Appointments of Company's Officers and Directors.
      At or
      prior to Closing, the Company shall deliver to the Buyer resignations, in a
      form
      and substance acceptable to the Buyer, providing for the resignation of all
      of
      the directors (except for Kevin R. Keating) and all officers of the Company
      other than Kevin R. Keating (the "Resignations").
      

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    5.3 Undertaking
      by New Company Accountants.
      At or
      prior to Closing, the Company shall obtain, and deliver to the Buyer, an
      undertaking from a registered public accounting firm acceptable to the Buyer
      (“Accountant”),
      in a
      form and substance satisfactory to the Buyer, providing that: (i) the Accountant
      agrees to an engagement with Company to serve as its registered public
      accounting firm following the Closing for purposes of auditing the Company’s
      financial statements for the fiscal years ended September 30, 2006 and 2007,
      at
      rates acceptable to the Buyer, (ii) the Accountant is willing to act as the
      Company’s registered public accounting firm for ongoing reporting requirements
      under the Exchange Act including, without limitation, the filing of Forms 10-QSB
      and 10-KSB, at the rates and charges acceptable to the Buyer, (iii) the
      Accountant is duly registered with the U.S. Public Company Accounting Oversight
      Board ("PCAOB"),
      and
      (iv) the Accountant shall provide its consent to the use of its audited
      financial statements and accompanying report in any regulatory filing by the
      Company prior to or following the Closing including, without limitation, the
      Company’s Form 10-SB to be filed by the Company following the Closing
      ("Undertaking").
      

     

    5.4 Compliance
      Matters.
      Prior
      to and as a condition of the Closing, the Company shall: (i) update and complete
      the books and records of the Company and its subsidiaries through September
      30,
      2007 and deliver the same to the Buyer, (ii) prepare and have audited by Hein
      & Associates its financial statements for the fiscal year ended September
      30, 2005 (“2005
      Audit”),
      (iii)
      provide the Buyer with any information required to be included by the Company
      in
      a Form 10-SB to be filed by the Company following the Closing, and (iv) prepare
      and file all of the Company’s income, franchise and other tax returns for the
      fiscal years ended September 30, 2007 (“Tax
      Returns”)(collectively,
      the “Compliance
      Matters”).
      

     

    5.5 Other
      Actions; Due Diligence Schedule.
      The
      Buyer and the Company shall cooperate with each other and use their respective
      reasonable best efforts to take or cause to be taken all actions, and do or
      cause to be done all things, necessary, proper or advisable on their part under
      this Agreement and applicable laws to consummate the Transaction and the other
      transactions contemplated hereby, including preparing and filing as soon as
      practicable all documentation to effect all necessary notices, reports and
      other
      filings, and obtaining as soon as practicable all consents, registrations,
      approvals, permits and authorizations necessary or advisable to be obtained
      from
      any third party and/or any Governmental Entity in order to consummate the
      Transaction or any of the other transactions contemplated hereby. 

     

    5.6 Confidentiality;
      Access to Information.
      Each
      party agrees to maintain and hold in strict confidence any material, non-public
      information provided by any other party in connection with transactions
      contemplated hereunder. The Company shall afford the Buyer and its financial
      advisors, accountants, counsel and other representatives reasonable access
      during normal business hours, upon reasonable notice, to the properties, books,
      records and personnel of the Company and its Subsidiaries during the period
      prior to the Closing to obtain all information concerning the business,
      including financial condition, properties, results of operations and personnel
      of the Company and its Subsidiaries, as the Buyer may reasonably request. No
      information or knowledge obtained by the Buyer in any investigation pursuant
      to
      this Section 5.6 will affect or be deemed to modify any representation or
      warranty contained herein or the conditions to the obligations of the parties
      to
      consummate the Transaction. 

     

    5.7 No
      Solicitation.
      Other
      than with respect to the Transaction, the Company agrees that it shall not,
      and
      shall direct and use its reasonable best efforts to cause its officers,
      directors, employees, representatives, agents, or affiliates (including, but
      not
      limited to any investment banker, attorney, or accountant retained by the
      Company) to, directly or indirectly, solicit, knowingly encourage, initiate
      discussions or negotiations with, or knowingly provide any nonpublic information
      to, any corporation, partnership, person, or other entity or group concerning
      any proposed Alternative Transaction (as defined below), or otherwise knowingly
      facilitate any effort or attempt to make or implement an Alternative
      Transaction. For
      purposes of this Agreement, the term “Alternative Transaction” shall mean any of
      the following involving the Company or any subsidiary: (i) any tender offer,
      exchange offer, merger, consolidation, share exchange, business combination
      or
      similar transaction involving capital stock of the Company; (ii) any transaction
      or series of related transactions pursuant to which any person or entity (or
      its
      shareholders), (a “Third Party”) acquires shares (or securities exercisable for
      or convertible into shares) representing more that 20% of the outstanding shares
      of any class of capital stock of the Company; or (iii) any sale, lease,
      exchange, licensing, transfer or other disposition pursuant to which a Third
      Party acquires control of more than 20% of the assets (including, but not
      limited to, intellectual property assets) of the Company (determined by
      reference to the fair market value of such assets), in a single transaction
      or
      series of related transactions. The Company shall immediately terminate all
      discussions with Third Parties concerning any proposed Alternate Transaction,
      and will request that such Third Parties promptly return any confidential
      information furnished by the Company in connection with any proposed Alternative
      Transaction.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    5.8
      Public
      Disclosure.
      The
      Buyer and
      the
      Company shall consult with each other and agree in writing before issuing any
      press release or otherwise making any public statement with respect to the
      Transaction or this Agreement and will not issue any such press release or
      make
      any such public statement prior to such consultation. 

     

    5.9 Business
      Records.
      At
      Closing, the Company shall deliver to Buyer all
      records and documents relating to the Company, wherever located, including,
      without limitation, books, records, supplier and customer lists and files,
      government filings, the Returns, consent decrees, orders, and correspondence,
      financial information and records, electronic files containing any financial
      information and records, and other documents used in or associated with the
      Company ("Business
      Records").

     

    5.10 Ownership
      Records; Transfer Agent Undertaking.
      At
      Closing, the Company shall deliver to Buyer a full and complete listing of
      all
      stockholders of the Company, dated within three (3) business days prior to
      Closing, from and certified by the Company’s transfer agent showing the name and
      address of each stockholder, the number of shares owned by each stockholder,
      and
      the certificate number and issue dates for the shares owned by each stockholder.
      At or prior to Closing, the Company shall obtain, and deliver to the Buyer,
      an
      undertaking from the transfer agent, in a form and substance satisfactory to
      the
      Buyer, stating the amount of any and all fees and charges owed to the transfer
      agent by the Company for services rendered prior to Closing together with a
      copy
      of the current agreement in place between the Company and the transfer agent
      (“Transfer
      Agent Undertaking").

     

    ARTICLE
      VI

     

    CONDITIONS
      TO THE TRANSACTION

     

    6.1 Conditions
      to Obligations of Each Party to Effect the Transaction. The
      respective obligations of each party to this Agreement to effect the Transaction
      shall be subject to the satisfaction at or prior to the Closing Date of the
      following conditions: 

     

    (a) No
      Order.
      No
      Governmental Entity shall have enacted, issued, promulgated, enforced or entered
      any statute, rule, regulation, executive order, decree, injunction or other
      order (whether temporary, preliminary or permanent) which is in effect and
      which
      has the effect of making the Transaction illegal or otherwise prohibiting
      consummation of the Transaction, substantially on the terms contemplated by
      this
      Agreement. All waiting periods, if any, under any law in any jurisdiction in
      which the Company or the Buyer has material operations relating to the
      transactions contemplated hereby will have expired or terminated. 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (b) Preferred
      Stock Designations.
      Prior
      to Closing, the Board of Director of the Company shall have adopted, and the
      Company shall have filed with and have accepted by the Secretary of State of
      the
      State of Delaware, the Certificate of Designations attached hereto as Exhibit
      A.


     

    6.2 Additional
      Conditions to Obligations of the Company. The
      obligations of the Company to consummate and effect the Transaction shall be
      subject to the satisfaction at or prior to the Closing Date of each of the
      following conditions, any of which may be waived, in writing, exclusively by
      the
      Company: 

     

    (a) Representations
      and Warranties.
      Each
      representation and warranty of the Buyer contained in this Agreement (i) shall
      have been true and correct as of the date of this Agreement and (ii) shall
      be
      true and correct on and as of the Closing Date with the same force and effect
      as
      if made on the Closing Date. The Company shall have received a certificate
      with
      respect to the foregoing signed on behalf of the Buyer by an authorized manager
      of the Buyer ("Buyer
      Closing Certificate").
      

     

    (b) Agreements
      and Covenants.
      The
Buyer
      shall have performed or complied in all material respects with all agreements
      and covenants required by this Agreement to be performed or complied with by
      it
      on or prior to the Closing Date, except to the extent that any failure to
      perform or comply (other than a willful failure to perform or comply or failure
      to perform or comply with an agreement or covenant reasonably within the control
      of the Buyer) does not, or will not, constitute a Material Adverse Effect with
      respect to the Buyer taken as a whole, and the Company shall have received
      the
      Buyer Closing Certificate to such effect. 

     

    (c) Other
      Deliveries.
      At or
      prior to Closing, the Buyer shall have delivered to the Company: (i) the
      resolutions by the Buyer's board of managers approving this Agreement and the
      transactions contemplated hereunder, (ii) the duly executed Registration Rights
      Agreement, and (iii) such other documents or certificates as shall reasonably
      be
      required by the Company and its counsel in order to consummate the transactions
      contemplated hereunder. At or prior to the Closing, the Buyer shall have
      delivered the Purchase Price to the Company, and the proceeds thereof shall
      be
      handled and disbursed in accordance with Section 5.1 hereof. 

     

    6.3
       Additional
      Conditions to the Obligations of the Buyer. The
      obligations of the Buyer to consummate and effect the Transaction shall be
      subject to the satisfaction at or prior to the Closing Date of each of the
      following conditions, any of which may be waived, in writing, exclusively by
      the
      Buyer: 

     

    (a) Representations
      and Warranties.
      Each
      representation and warranty of the Company contained in this Agreement (i)
      shall
      have been true and correct as of the date of this Agreement and (ii) shall
      be
      true and correct on and as of the Closing Date with the same force and effect
      as
      if made on and as of the Closing. The Buyer shall have received a certificate
      with respect to the foregoing signed on behalf of the Company with respect
      to
      the warranties and representations made by the Company under this Agreement
      ("Company
      Closing Certificate").
      

     

    (b) Agreements
      and Covenants.
      The
      Company shall
      have performed or complied in all material respects with all agreements and
      covenants required by this Agreement to be performed or complied with by the
      Company at or prior to the Closing Date except to the extent that any failure
      to
      perform or comply (other than a willful failure to perform or comply or failure
      to perform or comply with an agreement or covenant reasonably within the control
      of the Company) does not, or will not, constitute a Material Adverse Effect
      on
      the Company, and the Buyer shall have received the Closing Certificate to such
      effect. 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (c) Company
      Disclosure Schedules.
      The
      Buyer shall have completed its due diligence investigation and review of the
      Company which shall be acceptable to the Buyer in its sole discretion. The
      Company shall have delivered the disclosure schedules under Article II to the
      Buyer, and such disclosure schedules are reasonably satisfactory to the
      Buyer.

     

    (d) Cancellation
      and Termination of Options and Contracts.
      The
      Company shall have delivered to the Buyer written instruments evidencing that
      all agreements, contracts and commitments under which the Company is a party
      or
      under which the Company has any obligations have been cancelled or terminated
      without any further liability to the Company including, without limitation,
      the
      termination of the Company’s engagement with its existing transfer agent under
      terms and conditions acceptable to the Buyer. 

     

    (e) Settlement
      Agreements.
      The
      Company and the Settlement Creditors have executed and delivered to the Buyer
      the Settlement Agreements, the Settlement Shares shall be issued at or prior
      to
      the Closing, and the Settlement Creditors have executed and delivered to the
      Company any UCC termination filings. 

     

    (f) Corporate
      Matters; Compliance Matters.
      The
      Company shall have delivered to the Buyer a certified copy of the Company’s
      certificate of incorporation, with any amendments thereto, a certified copy
      of
      the Company’s bylaws, with any amendments thereto, a certificate of good
      standing in Delaware. All of the Compliance Matters have been completed to
      the
      satisfaction of the Buyer.

     

    (g) Other
      Deliveries.
      At or
      prior to Closing, the Company shall have delivered to the Buyer: (i) the
      resolutions by the Company's board of directors approving this Agreement and
      the
      transactions contemplated hereunder, (ii) the duly executed Registration Rights
      Agreement, and (iii) such other documents or certificates as shall reasonably
      be
      required by the Buyer and its counsel in order to consummate the transactions
      contemplated hereunder. At or prior to the Closing, the Company shall have
      caused the certificates representing the Preferred Shares to be delivered to
      the
      Buyer. 

     

    ARTICLE
      VII

    


    SURVIVAL

    


    All
      representations, warranties, agreements and covenants contained in or made
      pursuant to this Agreement, or any Schedule hereto or thereto or any certificate
      delivered at the Closing, shall not survive the Closing, and no claims by virtue
      of the breach such representations, warranties, agreements and covenants shall
      be made after the Closing. 

     

    ARTICLE
      VIII


     

    TERMINATION,
      AMENDMENT AND WAIVER

     

    8.1 Termination. This
      Agreement may be terminated at any time prior to the Closing: 

     

    (a) by
      mutual
      written agreement of the Buyer and the Company; 

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (b) by
      either
      the Buyer or the Company if the Transaction shall not have been consummated
      for
      any reason by December 31, 2007 or such other date mutually agreeable to the
      Buyer and the Company; or

     

    (c) by
      either
      the Buyer or the Company if a Governmental Entity shall have issued an order,
      decree or ruling or taken any other action, in any case having the effect of
      permanently restraining, enjoining or otherwise prohibiting the Transaction,
      which order, decree, ruling or other action is final and nonappealable.


     

    8.2
      Notice
      of Termination; Effect of Termination.
      Any
      termination of this Agreement under Section 8.1 above will be effective
      immediately upon the delivery of written notice of the terminating party to
      the
      other parties hereto. In the event of the termination of this Agreement as
      provided in Section 8.1, this Agreement shall be of no further force or effect
      and the Transaction shall be abandoned, except (i) as set forth in this Section
      8.2, Section 8.3 and Article IX (General Provisions), each of which shall
      survive the termination of this Agreement, and (ii) nothing herein shall relieve
      any party from liability for any intentional or willful breach of this
      Agreement.

     

    8.3 Fees
      and Expenses. All
      fees
      and expenses incurred in connection with this Agreement and the transactions
      contemplated hereby shall be paid by the party incurring such expenses whether
      or not the Transaction is consummated. Without limiting the foregoing sentence,
      the Company shall be responsible for all costs associated with the Compliance
      Matters, which shall be paid at Closing. 

     

    8.4 Amendment. This
      Agreement may be amended by the parties hereto at any time by execution of
      an
      instrument in writing signed on behalf of each of the Buyer and the Company.
      

     

    8.5 Extension;
      Waiver. At
      any
      time prior to the Closing, any party hereto may, to the extent legally allowed,
      (i) extend the time for the performance of any of the obligations or other
      acts
      of the other parties hereto, (ii) waive any inaccuracies in the representations
      and warranties made to such party contained herein or in any document delivered
      pursuant hereto and (iii) waive compliance with any of the agreements or
      conditions for the benefit of such party contained herein. Any agreement on
      the
      part of a party hereto to any such extension or waiver shall be valid only
      if
      set forth in an instrument in writing signed on behalf of such party. Delay
      in
      exercising any right under this Agreement shall not constitute a waiver of
      such
      right.

     

    ARTICLE
      IX

     

    GENERAL
      PROVISIONS

     

    9.1 Notices. All
      notices and other communications hereunder shall be in writing and shall be
      deemed given if delivered personally or by commercial delivery service, or
      sent
      via telecopy (receipt confirmed) to the parties at the following addresses
      or
      telecopy numbers (or at such other address or telecopy numbers for a party
      as
      shall be specified by like notice): 

     

    (a) if
      to the
      Buyer, to: 

    


    KIG
      Investors I, LLC

    Attn:
      Timothy J. Keating, Manager

    5251
      DTC
      Parkway, Suite 1090

    Denver,
      Colorado 80111

    (720)
      889-0135 fax

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (b) if
      to the
      Company, to: 

    


    Catalyst
      Lighting Group, Inc. 

    Attn:
      Kevin R. Keating, Director 

    936A
      Beachland Boulevard, Suite 13

    Vero
      Beach, FL 32963

    (772)
      231-5947 fax

     

    9.2 Interpretation. 

     

    (a) When
      a
      reference is made in this Agreement to Exhibits, such reference shall be to
      an
      Exhibit to this Agreement unless otherwise indicated. When a reference is made
      in this Agreement to Sections, such reference shall be to a Section of this
      Agreement. Unless otherwise indicated the words “include,” “includes” and
“including” when used herein shall be deemed in each case to be followed by the
      words “without limitation.” The table of contents and headings contained in this
      Agreement are for reference purposes only and shall not affect in any way the
      meaning or interpretation of this Agreement. When reference is made herein
      to
“the business of” an entity, such reference shall be deemed to include the
      business of all direct and indirect subsidiaries of such entity. 

     

    (b) For
      purposes of this Agreement, the term “Material
      Adverse Effect”
when
      used in connection with an entity means any change, event, violation,
      inaccuracy, circumstance or effect, individually or when aggregated with other
      changes, events, violations, inaccuracies, circumstances or effects, that is
      materially adverse to the business, assets (including intangible assets),
      revenues, financial condition or results of operations of such entity and its
      Subsidiaries, if any, taken as a whole (it being understood that neither of
      the
      following alone or in combination shall be deemed, in and of itself, to
      constitute a Material Adverse Effect: (a) changes attributable to the public
      announcement or pendency of the transactions contemplated hereby, (b) changes
      in
      general national or regional economic conditions or (c) changes affecting the
      industry generally in which the Company or the Buyer operates).

     

    (c) For
      purposes of this Agreement, the term “Person”
shall
      mean any individual, corporation (including any non-profit corporation), general
      partnership, limited partnership, limited liability partnership, joint venture,
      estate, trust, company (including any limited liability company or joint stock
      company), firm or other enterprise, association, organization, entity or
      Governmental Entity. 

     

    (b) For
      purposes of this Agreement, all monetary amounts set forth herein are referenced
      in United States dollars, unless otherwise noted.

     

    9.3 Counterparts. This
      Agreement may be executed in one or more counterparts, all of which shall be
      considered one and the same agreement and shall become effective when one or
      more counterparts have been signed by each of the parties and delivered to
      the
      other party, it being understood that all parties need not sign the same
      counterpart. Facsimile and electronic signatures to this Agreement by the
      parties shall be accepted and shall be treated as original signatures hereto.
      

     

    9.4 Entire
      Agreement; Third Party Beneficiaries. This
      Agreement and the documents and instruments and other agreements among the
      parties hereto as contemplated by or referred to herein, including the Schedules
      hereto (a) constitute the entire agreement among the parties with respect to
      the
      subject matter hereof and supersede all prior agreements and understandings,
      both written and oral, among the parties with respect to the subject matter
      hereof, and (b) are not intended to confer upon any other person any rights
      or
      remedies hereunder (except as specifically provided in this Agreement).


     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    9.5 Severability. In
      the
      event that any provision of this Agreement, or the application thereof, becomes
      or is declared by a court of competent jurisdiction to be illegal, void or
      unenforceable, the remainder of this Agreement will continue in full force
      and
      effect and the application of such provision to other persons or circumstances
      will be interpreted so as reasonably to effect the intent of the parties hereto.
      The parties further agree to replace such void or unenforceable provision of
      this Agreement with a valid and enforceable provision that will achieve, to
      the
      extent possible, the economic, business and other purposes of such void or
      unenforceable provision. 

     

    9.6 Other
      Remedies; Specific Performance. Except
      as
      otherwise provided herein, any and all remedies herein expressly conferred
      upon
      a party will be deemed cumulative with and not exclusive of any other remedy
      conferred hereby, or by law or equity upon such party, and the exercise by
      a
      party of any one remedy will not preclude the exercise of any other remedy.
      The
      parties hereto agree that irreparable damage would occur in the event that
      any
      of the provisions of this Agreement were not performed in accordance with their
      specific terms or were otherwise breached. It is accordingly agreed that the
      parties shall be entitled to seek an injunction or injunctions to prevent
      breaches of this Agreement and to enforce specifically the terms and provisions
      hereof in any court of the United States or any state having jurisdiction,
      this
      being in addition to any other remedy to which they are entitled at law or
      in
      equity. 

     

    9.7 Governing
      Law. This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware, USA, regardless of the laws that might otherwise govern
      under
      applicable principles of conflicts of law thereof. 

     

    9.8 Rules
      of Construction. The
      parties hereto agree that they have been represented by counsel during the
      negotiation and execution of this Agreement and, therefore, waive the
      application of any law, regulation, holding or rule of construction providing
      that ambiguities in an agreement or other document will be construed against
      the
      party drafting such agreement or document. 

     

    9.9 Assignment. No
      party
      may assign either this Agreement or any of its rights, interests, or obligations
      hereunder without the prior written approval of the other parties. Subject
      to
      the first sentence of this Section 9.9, this Agreement shall be binding upon
      and
      shall inure to the benefit of the parties hereto and their respective successors
      and permitted assigns. 

     

    9.10 Arbitration.
      Any
      disputes or claims arising under or in connection with this Agreement or the
      transactions contemplated hereunder shall be resolved by binding arbitration.
      Notice of a demand to arbitrate a dispute by either party shall be given in
      writing to the other at their last known address. Arbitration shall be commenced
      by the filing by a party of an arbitration demand with the American Arbitration
      Association (“AAA”)
      in its
      office in Denver, Colorado USA. The arbitration and resolution of the dispute
      shall be resolved by a single arbitrator appointed by the AAA pursuant to AAA
      rules. The arbitration shall in all respects be governed and conducted by
      applicable AAA rules, and any award and/or decision shall be conclusive and
      binding on the parties. The arbitration shall be conducted in Denver, Colorado.
      The arbitrator shall supply a written opinion supporting any award, and judgment
      may be entered on the award in any court of competent jurisdiction. Each party
      shall pay its own fees and expenses for the arbitration, except that any costs
      and charges imposed by the AAA and any fees of the arbitrator for his services
      shall be assessed against the losing party by the arbitrator. In the event
      that
      preliminary or permanent injunctive relief is necessary or desirable in order
      to
      prevent a party from acting contrary to this Agreement or to prevent irreparable
      harm prior to a confirmation of an arbitration award, then either party is
      authorized and entitled to commence a lawsuit solely to obtain equitable relief
      against the other pending the completion of the arbitration in a court having
      jurisdiction over the parties. All rights and remedies of the parties shall
      be
      cumulative and in addition to any other rights and remedies obtainable from
      arbitration.

     

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    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      as
      of the date first written above.

    
      	 	 	 
	 	
              KIG
                Investors I, LLC 

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Timothy J. Keating 
	 	
              

              Timothy
                J. Keating, Manager

            


    

     

    
      	 	 	 
	 	
              Catalyst
                Lighting Group, Inc. 

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Dennis H. Depenbusch 
	 	
              
Dennis
              H. Depenbusch, CEO


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    Index
      of Exhibits

    


    Exhibit
      A - Registration Rights Agreement

    


    Exhibit
      B - Certificate
      of Designations of Series A Convertible Preferred Stock 

     

    Schedules

    


    Disclosure
      Schedules by the Company (to be delivered prior to
      Closing)

     

    
      
        
        

      

      
        21