**EXHIBIT 10.3****SECURITIES PURCHASE AGREEMENT**     This SECURITIES PURCHASE AGREEMENT dated as of September 14, 2007 (this “Agreement”) by andamong Brookside Technology Holdings Corp., a Florida corporation (the “Company”), and Vicis CapitalMaster Fund (“Purchaser”).     In consideration of the foregoing recitals and for good and other valuable considerationhereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the partieshereto, intending to be legally bound, hereby agree as follows:**ARTICLE I**PURCHASE AND SALE OF SECURITIES     1. **Purchase and Sale of Series B Convertible Preferred Stock and Series A and BWarrants**.          a. Subject to the terms and conditions hereof, the Company hereby agrees to issue and sell tothe Purchaser and, in consideration of and in express reliance upon the representations,warranties, covenants, and terms of this Agreement, Purchaser agrees to purchase from the Company(i) $3,000,000 shares of Series B Convertible Preferred Stock, par value $.001 per share (the“Series B Preferred Stock”), having an aggregate stated value of Three Million Dollars ($3,000,000)and the rights set forth in the Certificate of Designations, Limitations and Preferences attachedhereto as Exhibit A, and (ii) a warrant to purchase 24,000,000 shares of common stock ofthe Company in the form and with the terms and provisions attached hereto as Exhibit B (the“Warrants”), for an aggregate purchase price of Three Million Dollars ($3,000,000) (the “PurchasePrice”).          b. The closing (the “Closing”) of the transactions contemplated by subsection (a) above shalltake place immediately upon the closing of the Company’s acquisition of US Voice and Data, LLC, anIndiana limited liability company (the “Acquisition”), such date being referred to herein as the“Closing Date”.          c. Subject to the terms and conditions of this Agreement, at the Closing, the Company shalldeliver or cause to be delivered to Purchaser a certificate evidencing its Series B Preferred Stockand the Warrants. At the Closing, Purchaser shall deliver the Purchase Price by wire transfer ofimmediately available funds directly to the Company to an account designated by the Company. Thenumber of shares of Common Stock issuable to Purchaser upon exercise of the Warrants are referredto herein collectively as the “Warrant Shares.” Any shares of Common Stock issuable upon conversionof the Series B Preferred Stock are herein referred to as the “Conversion Shares.” The Series BPreferred Stock, Warrants, Warrant Shares and Conversion Shares are collectively referred to hereinas the “Securities.”          d. If the Company shall fail to redeem, or cause a third party to purchase from Purchaser, allof the Series B Preferred Stock within 90 days of the date hereof as contemplated by theCertificate of Designation, Michael Dance and Michael Nole shall assign and deliver such number ofshares of common stock of the Company that they own to Purchaser
 

 
as shall be determined by multiplying 20,000,000 by the percentage of the outstanding Series BPreferred Stock that has not been redeemed by the Company or purchased by a third party.          e. The Company and the Purchaser are executing and delivering this Agreement in accordancewith and in reliance upon the exemption from securities registration afforded by Section 2(b)(2) ofthe U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder(the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemptionfrom the registration requirements of the Securities Act as may be available with respect to any orall of the investments to be made hereunder.**ARTICLE II****REPRESENTATIONS AND WARRANTIES**     1. **Representations and Warranties of the Company**. The Company hereby represents andwarrants to the Purchaser, as of the date hereof and the Closing Date (except as set forth on theSchedule of Exceptions attached hereto with each numbered Schedule corresponding to the sectionnumber herein), as follows:          a. **Organization, Good Standing and Power**. The Company is a corporation duly incorporated,validly existing and in good standing under the laws of the State of Florida and has the requisitecorporate power to own, lease and operate its properties and assets and to conduct its business asit is now being conducted. The Company is duly qualified as a foreign corporation to do businessand is in good standing in every jurisdiction in which the nature of the business conducted orproperty owned by it makes such qualification necessary except for any jurisdiction(s) (alone or inthe aggregate) in which the failure to be so qualified will not have a Material Adverse Effect. Forthe purposes of this Agreement, “Material Adverse Effect” means any material adverse effect on thebusiness, operations, properties, prospects, or financial condition of the Company and/or anycondition, circumstance, or situation that would prohibit or otherwise materially interfere withthe ability of the Company to perform any of its obligations under this Agreement in any materialrespect.          b. **Authorization; Enforcement**. The Company has the requisite corporate power and authority toenter into and perform this Agreement, the Warrants, and the Investor Rights Agreement dated as ofthe date hereof, substantially in the form of Exhibit C attached hereto (the “InvestorRights Agreement”) (collectively, the “Transaction Documents”) and to issue and sell the Securitiesin accordance with the terms hereof. The execution, delivery and performance of the TransactionDocuments by the Company and the consummation by it of the transactions contemplated thereby havebeen duly and validly authorized by all necessary corporate action, and no further consent orauthorization of the Company, its Board of Directors or stockholders is required. When executed anddelivered by the Company, each of the Transaction Documents shall constitute a valid and bindingobligation of the Company enforceable against the Company in accordance with its terms, except assuch enforceability may be limited by applicable bankruptcy, reorganization, moratorium,liquidation, conservatorship, receivership or similar laws relating to, or affecting generally theenforcement of, creditor’s rights and remedies or by other equitable principles of generalapplication.
2

 
          c. **Capitalization**. The authorized capital stock and the issued and outstanding shares ofcapital stock of the Company as of the Closing Date is as set forth in the Commission Documents (asdefined in Article II Section 1(e) below). All of the outstanding shares of the CommonStock and any other outstanding security of the Company have been duly and validly authorized.Except as set forth in this Agreement, the Commission Documents, no shares of Common Stock or anyother security of the Company are entitled to preemptive rights or registration rights and thereare no outstanding options, warrants, scrip, rights to subscribe to, call or commitments of anycharacter whatsoever relating to, or securities or rights convertible into, any shares of capitalstock of the Company. Furthermore, except as set forth in the Commission Documents or Schedule1(c), there are no contracts, commitments, understandings, or arrangements by which the Companyis or may become bound to issue additional shares of the capital stock of the Company or options,securities or rights convertible into shares of capital stock of the Company. Except for customarytransfer restrictions contained in agreements entered into by the Company in order to sellrestricted securities or as provided on Schedule 1(c) hereto, the Company is not a party toor bound by any agreement or understanding granting registration or anti-dilution rights to anyperson with respect to any of its equity or debt securities. Except as set forth on Schedule1(c), the Company is not a party to, and it has no knowledge of, any agreement or understandingrestricting the voting or transfer of any shares of the capital stock of the Company.          d. **Subsidiaries**. Brookside Technology, Inc. currently is the only Subsidiary of the Company.The Company owns 100% of such Subsidiary. For the purposes of this Agreement, “Subsidiary” shallmean any corporation or other entity of which at least a majority of the securities or otherownership interest having ordinary voting power (absolutely or contingently) for the election ofdirectors or other persons performing similar functions are at the time owned directly orindirectly by the Company and/or any of its other Subsidiaries.          e. **Securities Filings.**The Common Stock of the Company is currently reported on the OTCBulletin Board and is registered pursuant to the Securities Exchange Act of 1933, as amended (the“Exchange Act”), and the Company has filed all reports, schedules, forms, statements and otherdocuments required to be filed by it with the Commission pursuant to the reporting requirements ofthe Exchange Act (all of the foregoing, including filings incorporated by reference therein, beingreferred to herein as the “Commission Documents”). Any Form 10-QSB and Form 10-KSB filings made bythe Company do not contain any untrue statement of a material fact or omit to state a material factrequired to be stated therein or necessary in order to make the statements therein, in light of thecircumstances under which they were made, not misleading.          f. **Actions Pending**. There is no action, suit, claim, investigation, arbitration, alternatedispute resolution proceeding or other proceeding pending or, to the knowledge of the Company,threatened against or involving the Company or any of its respective properties or assets. Thereare no outstanding orders, judgments, injunctions, awards or decrees of any court, arbitrator orgovernmental or regulatory body against the Company or any officers or directors of the Company intheir capacities as such.
3

 
          g. **Compliance with Law**. The business of the Company has been and is presently being conductedin accordance with all applicable federal, state and local governmental laws, rules, regulationsand ordinances.          h. **Taxes**. The Company has accurately prepared and filed all federal, state and other taxreturns required by law to be filed by it, has paid or made provisions for the payment of all taxesshown to be due and all additional assessments, and adequate provisions have been and are reflectedin the financial statements of the Company for all current taxes and other charges to which theCompany is subject and which are not currently due and payable. None of the federal income taxreturns of the Company or any Subsidiary have been audited by the Internal Revenue Service. TheCompany has no knowledge of any additional assessments, adjustments or contingent tax liability(whether federal or state) of any nature whatsoever, whether pending or threatened against theCompany for any period, nor of any basis for any such assessment, adjustment or contingency.          i. **Disclosure**. Neither this Agreement or the Schedules hereto nor any other documents,certificates or instruments furnished by or on behalf of the Company in connection with thetransactions contemplated by this Agreement contain any untrue statement of a material fact or omitto state a material fact necessary in order to make the statements made herein or therein, in lightof the circumstances under which they were made herein or therein, not misleading.          j. **Employees**. Neither the Company nor any Subsidiary has any collective bargainingarrangements or agreements covering any of its employees. The Company has no employment contract,agreement regarding proprietary information, non-competition agreement, non-solicitation agreement,confidentiality agreement, or any other similar contract or restrictive covenant, relating to theright of any officer, employee or consultant to be employed or engaged by the Company.          k. **Public Utility Holding Company Act and Investment Company Act Status**. The Company is not a“holding company” or a “public utility company” as such terms are defined in the Public UtilityHolding Company Act of 1935, as amended. The Company is not, and as a result of and immediatelyupon the Closing will not be, an “investment company” or a company “controlled” by an “investmentcompany,” within the meaning of the Investment Company Act of 1940, as amended.          l. **ERISA**. No liability to the Pension Benefit Guaranty Corporation has been incurred withrespect to any Plan by the Company which has not been satisfied by the Company. As used in thissection, the term “Plan” shall mean an “employee pension benefit plan” (as defined in Section 3 ofERISA) which is or has been established or maintained, or to which contributions are or have beenmade, by the Company or any Subsidiary or by any trade or business, whether or not incorporated,which, together with the Company or any Subsidiary, is under common control, as described inSection 2(b)14(b) or (c) of the Code.          m. **Securities Act of 1933**. Based in material part upon the representations herein of thePurchaser, the Company has complied and will comply with all applicable federal and statesecurities laws in connection with the offer, issuance and sale of the
4

 
Securities hereunder. Neither the Company nor anyone acting on its behalf, directly orindirectly, has or will sell, offer to sell or solicit offers to buy any of the Securities orsimilar securities to, or solicit offers with respect thereto from, or enter into any negotiationsrelating thereto with, any person, or has taken or will take any action so as to bring the issuanceand sale of any of the Securities under the registration provisions of the Securities Act andapplicable state securities laws, and neither the Company nor any of its affiliates, nor any personacting on its or their behalf, has engaged in any form of general solicitation or generaladvertising (within the meaning of Regulation D under the Securities Act) in connection with theoffer or sale of any of the Securities.          n. **No Integrated Offering**. Neither the Company, nor any of its affiliates, nor any personacting on its or their behalf, has directly or indirectly made any offers or sales of any securityor solicited any offers to buy any security under circumstances that would cause the offering ofthe Securities pursuant to this Agreement to be integrated with prior offerings by the Company forpurposes of the Securities Act, which would prevent the Company from selling the Securitiespursuant to Regulation D and Rule 506 thereof under the Securities Act, or any applicableexchange-related stockholder approval provisions, nor will the Company or any of its affiliates orsubsidiaries take any action or steps that would cause the offering of the Securities to beintegrated with other offerings.          o. **Issuance of Securities**. The Securities to be issued at the Closing have been dulyauthorized by all necessary corporate action and, when paid for or issued in accordance with theterms hereof, the Securities shall be validly issued and outstanding, free and clear of all liens,encumbrances and rights of refusal of any kind. When the Conversion Shares and Warrant Shares areissued and paid for in accordance with the terms of this Agreement and as set forth in theWarrants, such shares will be duly authorized by all necessary corporate action and validly issuedand outstanding, fully paid and nonassessable, free and clear of all liens, encumbrances and rightsof refusal of any kind and the holders shall be entitled to all rights accorded to a holder ofCommon Stock.          p. **No Conflicts**. The execution, delivery and performance of the Transaction Documents by theCompany, and the consummation by the Company of the transactions contemplated hereby and thereby,and the issuance of the Securities as contemplated hereby, do not and will not (i) violate orconflict with any provision of the Company’s Articles of Incorporation (the “Articles”) or Bylaws(the “Bylaws”), each as amended to date, or any Subsidiary’s comparable charter documents; (ii)conflict with, or constitute a default (or an event which with notice or lapse of time or bothwould become a default) under, or give to others any rights of termination, amendment, accelerationor cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, leaseagreement, instrument or obligation to which the Company or any of its Subsidiaries is a party orby which the Company or any of its Subsidiaries’ respective properties or assets are bound; or(iii) result in a violation of any federal, state, local or foreign statute, rule, regulation,order, judgment or decree (including federal and state securities laws and regulations) applicableto the Company or any of its Subsidiaries or by which any property or asset of the Company or anyof its Subsidiaries are bound or affected, except, in all cases, for such conflicts, defaults,terminations, amendments, acceleration, cancellations and violations as would not, individually orin the aggregate, have a Material Adverse Effect (other than violations pursuant to clauses (i) or(iii) (with respect to federal and
5

 
state securities laws)). Neither the Company nor any of its Subsidiaries is required underfederal, state, foreign or local law, rule or regulation to obtain any consent, authorization ororder of, or make any filing or registration with, any court or governmental agency in order for itto execute, deliver or perform any of its obligations under the Transaction Documents or issue andsell the Securities in accordance with the terms hereof (other than any filings, consents andapprovals which may be required to be made by the Company under applicable state and federalsecurities laws, rules or regulations or any registration provisions provided in the InvestorRights Agreement).     2. **Representations and Warranties of the Purchaser**. Purchaser hereby represents andwarrants to the Company as follows as of the date hereof and as of the Closing Date:          a. **Organization and Standing of the Purchaser**. If the Purchaser is an entity, such Purchaseris a corporation, limited liability company or partnership duly incorporated or organized, validlyexisting and in good standing under the laws of the jurisdiction of its incorporation ororganization.          b. **Authorization and Power.**Purchaser has the requisite power and authority to enter into andperform the Transaction Documents and to purchase or otherwise acquire the Securities being issuedto it hereunder. The execution, delivery and performance of the Transaction Documents by Purchaserand the consummation by it of the transactions contemplated hereby have been duly authorized by allnecessary corporate or partnership action, and no further consent or authorization of suchPurchaser, as applicable, or its Board of Directors, stockholders, or partners, as the case may be,is required. When executed and delivered by the Purchaser, the Transaction Documents shallconstitute valid and binding obligations of Purchaser enforceable against such Purchaser inaccordance with their terms, except as such enforceability may be limited by applicable bankruptcy,insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar lawsrelating to, or affecting generally the enforcement of, creditor’s rights and remedies or by otherequitable principles of general application.          c. **No Conflict**. The execution, delivery and performance of the Transaction Documents by thePurchaser and the consummation by the Purchaser of the transactions contemplated thereby and herebydo not and will not (i) violate any provision of the Purchaser’s charter or organizationaldocuments; (ii) conflict with, or constitute a default (or an event which with notice or lapse oftime or both would become a default) under, or give to others any rights of termination, amendment,acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond,license, lease agreement, instrument or obligation to which the Purchaser is a party or by whichthe Purchaser’s respective properties or assets are bound; or (iii) result in a violation of anyfederal, state, local or foreign statute, rule, regulation, order, judgment or decree (includingfederal and state securities laws and regulations) applicable to the Purchaser by which anyproperty or asset of the Purchaser is bound or affected, except, in all cases, other thanviolations pursuant to clauses (i) or (iii) (with respect to federal and state securities laws)above, for such conflicts, defaults, terminations, amendments, acceleration, cancellations andviolations as would not, individually or in the aggregate, materially and adversely affect thePurchaser’s ability to perform its obligations under the Transaction Documents.
6

 
          d. **Acquisition for Investment**. Purchaser is acquiring the Securities solely for its ownaccount and not with a view to or for sale in connection with distribution. Purchaser does not havea present intention to sell any of the Securities, or a present arrangement (whether or not legallybinding) or intention to effect any distribution of any of the Securities to or through any personor entity; provided, however, that by making the representations herein, Purchaser does not agreeto hold the Securities for any minimum or other specific term and reserves the right to dispose ofthe Securities at any time in accordance with federal and state securities laws applicable to suchdisposition. Purchaser acknowledges that it (i) has such knowledge and experience in financial andbusiness matters such that Purchaser is capable of evaluating the merits and risks of Purchaser’sinvestment in the Company; (ii) is able to bear the financial risks associated with an investmentin the Securities; and (iii) has been given full access to such records of the Company and theSubsidiaries and to the officers of the Company and the Subsidiaries as it has deemed necessary orappropriate to conduct its due diligence investigation.          e. **Rule 144**. The Purchaser acknowledges that the shares of the Common Stock subscribed forhereby have not been registered under the Securities Act of 1933, as amended (the “Act”), or anyapplicable state securities laws in reliance upon exemption provisions of the Act and such otherlaws; and accordingly, no Federal or state agency has made any recommendation or endorsement as to,or otherwise passed on the merits of, purchasing the shares. The Purchaser further acknowledgesthat there will be no public market for the shares and that it will not be possible to readilyliquidate his or her investment. Because the Common Stock has not been registered under the Act orstate law, the Purchaser must bear the economic risks of investment for an indefinite period oftime and Purchaser understands that the Securities must be held indefinitely unless such Securitiesare registered under the Securities Act or an exemption from registration is available. Purchaseracknowledges that such person is familiar with Rule 144 of the rules and regulations of theCommission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that suchPurchaser has been advised that Rule 144 permits resales only under certain circumstances.Purchaser understands that, to the extent that Rule 144 is not available, such Purchaser will beunable to sell any Securities without either registration under the Securities Act or the existenceof another exemption from such registration requirement.          f. **Independent Inquiry**. The Purchaser has been given (i) access to all books and records,legal documents and other material information of the Company; (ii) access to all materialcontracts and documents of the Company relating to the sale of the shares and the Company’sbusiness; and (iii) an opportunity to ask questions of and receive answers from the executiveofficers of the Company, regarding the information in (i) and (ii) above. The Purchaser has madesuch investigation and examination of the affairs of the Company and has obtained such informationrelating thereto as he or she deems necessary to verify the accuracy of the information furnishedto him or her. The Purchaser has received no representation or warranty from any person regardingthe Company or its business or prospects, or the shares or the underlying securities; and thePurchaser acknowledges that the ability of the Company to achieve its business objective isuncertain. The Purchaser understands that an investment in the Company is extremely risky andacknowledges reviewing all of the Risk Factors contained in the Commission Documents. Purchaserfurther acknowledge the risk and facts set forth in **Schedule 1(c)**.          g. **General**. Purchaser understands that the Securities are being offered and sold in relianceon a transactional exemption from the registration requirements of federal and
7

 
state securities laws and the Company is relying upon the truth and accuracy of therepresentations, warranties, agreements, acknowledgments and understandings of such Purchaser setforth herein in order to determine the applicability of such exemptions and the suitability of suchPurchaser to acquire the Securities. The information provided to the Company by the Purchaser istrue and accurate and contains no material misstatements. Purchaser understands that no UnitedStates federal or state agency or any government or governmental agency has passed upon or made anyrecommendation or endorsement of the Securities. Commencing on the date that the Purchaser wereinitially contacted regarding an investment in the Securities, none of the Purchaser has engaged inany short sale of the Common Stock and will not engage in any short sale of the Common Stock priorto the consummation of the transactions contemplated by this Agreement.          h. **No General Solicitation**. Purchaser acknowledges that the Securities were not offered tosuch Purchaser, as applicable, by means of any form of general or public solicitation or generaladvertising, or publicly disseminated advertisements or sales literature, including (i) anyadvertisement, article, notice or other communication published in any newspaper, magazine, orsimilar media, or broadcast over television or radio; or (ii) any seminar or meeting to which suchPurchaser, as applicable, was invited by any of the foregoing means of communications. Purchaser inmaking the decision to purchase the Securities, has relied upon independent investigation made byit and has not relied on any information or representations made by third parties.          i. **Accredited Investor**. Purchaser is an “accredited investor” (as defined in Rule 501 ofRegulation D), and such Purchaser has such experience in business and financial matters that it iscapable of evaluating the merits and risks of an investment in the Securities. Such Purchaser isnot required to be registered as a broker-dealer under Section 15 of the Exchange Act and suchPurchaser is not a broker-dealer. Purchaser acknowledges that an investment in the Securities isspeculative and involves a high degree of risk.          j. **Sophistication.**The Purchaser has sufficient knowledge and experience in business andfinancial matters to evaluate the merits and risks of an investment in the Company and is able tobear the economic risks inherent in this investment and has the ability, at the present time, toafford a complete loss of the undersigned’s entire investment in the Company. The Purchaser’soverall commitment to investments which are not readily marketable is not disproportionate to hisor her net worth in light of his or her business or investments, and the Purchaser’s investment inthe Company will not cause such overall commitment to be disproportionate. The Purchaser hasadequate means of providing for his or her current financial needs and possible personalcontingencies and has no need for liquidity in this investment.          k. **Certain Fees**. Purchaser acknowledges that Midtown Partners & Co., LLC will receive certainplacement agent fees in connection with Purchaser’s investment. Purchaser has not employed anybroker or finder or incurred any liability for any brokerage or investment banking fees,commissions, finders’ structuring fees, financial advisory fees or other similar fees in connectionwith the Transaction Documents.          l. **Independent Investment**. No Purchaser, as applicable, has agreed to act with any otherPurchaser or third parties for the purpose of acquiring, holding, voting or
8

 
disposing of the Securities purchased hereunder for purposes of Section 13(d) under theExchange Act, and Purchaser is acting independently with respect to its investment in theSecurities.          m. **Regulation M.**Purchaser has complied and will comply with Regulation M promulgated underthe Exchange Act with respect to the transactions contemplated by this Agreement.**ARTICLE III****COVENANTS**     The Company covenants with Purchaser as to each provision in this Article III asfollows, which covenants are for the benefit of Purchaser and its permitted assignees.     1. **Securities Compliance**. The Company shall notify the Commission in accordance withits rules and regulations of the transactions contemplated by any of the Transaction Documents andshall take all other necessary action and proceedings as may be required and permitted byapplicable law, rule and regulation, for the legal and valid issuance of the Securities to thePurchaser or their respective subsequent holders.     2. **Listing; Filings**. The Company will take all action necessary to continue thelisting or trading of its Common Stock on the OTC Bulletin Board or other exchange or market onwhich the Common Stock is trading. If required, the Company will promptly file the “ListingApplication” for, or in connection with, the issuance and delivery of the Conversion Shares and theWarrant Shares. Subject to the terms of the Transaction Documents, the Company further covenantsthat it will take such further action as the Purchaser may reasonably request, all to the extentrequired from time to time to enable the Purchaser to sell the Securities or shares of Common Stockwithout registration under the Securities Act within and subject to the limitations provided byRule 144 promulgated under the Securities Act.     3. **Inspection Rights**. Provided same would not be in violation of Regulation FD, theCompany shall permit, during normal business hours and upon reasonable request and reasonablenotice, Purchaser, or any employees, agents or representatives thereof, for purposes reasonablyrelated to such Purchaser’s interests as a stockholder, to examine the publicly available,non-confidential records and books of account of, and visit and inspect the properties, assets,operations and business of the Company and any Subsidiary, and to discuss the publicly available,non-confidential affairs, finances and accounts of the Company and any Subsidiary with any of itsofficers, consultants, directors, and key employees.     4. **Compliance with Laws**. The Company shall comply, and cause each Subsidiary tocomply, with all applicable laws, rules, regulations and orders, noncompliance with which would bereasonably likely to have a Material Adverse Effect.     5. **Keeping of Records and Books of Account**. The Company shall keep and cause eachSubsidiary to keep adequate records and books of account, in which complete entries will be made inaccordance with GAAP consistently applied, reflecting all financial transactions of the Company andits Subsidiaries, and in which, for each fiscal year, all proper reserves for
9

 
depreciation, depletion, obsolescence, amortization, taxes, bad debts and other purposes inconnection with its business shall be made.     6. **Other Agreements**. The Company shall not enter into any agreement which, by itsterms, would restrict or impair the Company’s or any Subsidiary’s right or ability to perform underthis Article III.     7. **Use of Proceeds**. The net proceeds from the sale of the Securities hereunder shallbe used by the Company in its sole discretion, including for the Acquisition and for workingcapital and general corporate purposes, including, but not limited to, growth and capitalinitiatives, investor and public relations, consulting fees, transaction related fees and paymentof fees due Midtown Partners & Co., LLC.     8. **Reporting Status**. For a period of not less than two (2) years after the Closing,(a) the Company shall timely file all reports required to be filed with the Commission pursuant tothe Exchange Act, and the Company shall not terminate its status as an issuer required to filereports under the Exchange Act even if the Exchange Act or the rules and regulations thereunderwould permit such termination, and (b) the Company shall retain an investor relations firm,selected by the Company, which systematically prepares and distributes information to potentialinvestors about developments in the Company’s business as part of an active investor relationsprogram.     9. **Transfer Taxes**. All applicable sales taxes, documentary transfer taxes, recordingand filing fees, and other costs (but not including, without limitation, any attorney’s feesincurred by the Company or income, capital gains, intangible or similar taxes) that may be due orpayable as a result of the conveyance or deliver of the Securities to be conveyed and transferredor other transactions contemplated hereby, whether levied on the Company or the Purchaser shall bepaid by the Company.     10. **Reimbursement of Expenses**. At the Closing, the Company shall pay to Purchaser anon-accountable fee in the amount of $125,000 to reimburse the Purchase for legal and due diligenceexpenses.**ARTICLE IV****CLOSING CONDITIONS**     1. **Conditions Precedent to the Obligation of the Company to Close and to Sell theSecurities.** The obligation hereunder of the Company to close and issue the Securities to thePurchaser at the Closing is subject to the satisfaction or waiver, at or before the Closing of theconditions set forth below. These conditions are for the Company’s sole benefit and may be waivedby the Company at any time in its sole discretion. a. **Acquisition**. The Acquisition and Financing (as defined in Schedule 1(c) hereto) shallhave been consummated.  b. **Accuracy of the Representations and Warranties**. The representations and warranties ofPurchaser shall be true and correct in all material respects as of the date when made
10

 
   and as of the Closing Date as though made at that time, except for representations andwarranties that are expressly made as of a particular date, which shall be true and correctin all material respects as of such date. c. **Performance by the Purchaser.**Purchaser shall have performed, satisfied and complied inall material respects with all covenants, agreements and conditions required by thisAgreement to be performed, satisfied or complied with by the Purchaser at or prior to theClosing Date.  d. **No Injunction**. No statute, rule, regulation, executive order, decree, ruling orinjunction shall have been enacted, entered, promulgated or endorsed by any court orgovernmental authority of competent jurisdiction which prohibits the consummation of any ofthe transactions contemplated by this Agreement.  e. **Delivery of Purchase Price**. The Purchase Price for the Securities shall have beendelivered to the Company on the Closing Date.  f. **Delivery of Transaction Documents**. The Transaction Documents shall have been dulyexecuted and delivered to the Company by the Purchasers.     2. **Conditions Precedent to the Obligation of the Purchaser to Close and to Acquire theSecurities**. The obligation hereunder of the Purchaser to purchase or acquire the Securities andconsummate the transactions contemplated by this Agreement is subject to the satisfaction orwaiver, at or before the Closing, of each of the conditions set forth below. These conditions arefor the Purchaser’s sole benefit and may be waived by the Purchaser at any time, in its solediscretion.          a. **Acquisition**. The Acquisition and Financing (as defined in Schedule 1(c) hereto) shall havebeen consummated.          b. **Accuracy of the Company’s Representations and Warranties**. Each of the representations andwarranties of the Company in this Agreement and the other Transaction Documents shall be true andcorrect in all material respects as of the Closing Date, except for representations and warrantiesthat speak as of a particular date, which shall be true and correct in all material respects as ofsuch date.          c. **Performance by the Company**. The Company shall have performed, satisfied and complied in allmaterial respects with all covenants, agreements and conditions required by this Agreement to beperformed, satisfied or complied with by the Company at or prior to the Closing Date.          d. **No Suspension, Etc**. Trading in the Common Stock shall not have been suspended by theCommission or the OTC Bulletin Board.          e. **No Injunction**. No statute, rule, regulation, executive order, decree, ruling or injunctionshall have been enacted, entered, promulgated or endorsed by any court or governmental authority ofcompetent jurisdiction which prohibits the consummation of any of the transactions contemplated bythis Agreement.
11

 
          f. **Investor Rights Agreement**. As of the Closing Date, the Company shall have executed anddelivered the Investor Rights Agreement to each Purchaser.**ARTICLE V****CERTIFICATE LEGEND**     1. **Legend**. Each certificate representing the Securities shall be stamped or otherwiseimprinted with a legend substantially in the following form (in addition to any legend required byapplicable state securities or “blue sky” laws):THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) ORANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OFUNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIESLAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OFSUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLESTATE SECURITIES LAWS IS NOT REQUIRED.The Company agrees to issue or reissue certificates representing any of the Conversion Shares andthe Warrant Shares, without the legend set forth above if, at such time, prior to making anytransfer of any such Conversion Shares or Warrant Shares, such holder thereof shall give writtennotice to the Company describing the manner and terms of such transfer and removal as the Companymay reasonably request. Such proposed transfer and removal will not be effected until: (a) either(i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to theeffect that the registration of the Conversion Shares or Warrant Shares under the Securities Act isnot required in connection with such proposed transfer, or (ii) the Company has received otherevidence reasonably satisfactory to the Company that such registration and qualification under theSecurities Act and state securities laws are not required; and (b) either (i) the Company hasreceived an opinion of counsel reasonably satisfactory to the Company, to the effect thatregistration or qualification under the securities or “blue sky” laws of any state is not requiredin connection with such proposed disposition or (ii) compliance with applicable state securities or“blue sky” laws has been effected. In the case of any proposed transfer under this section, theCompany will use reasonable efforts to comply with any such applicable state securities or “bluesky” laws, but shall in no event be required, (x) to qualify to do business in any state where itis not then qualified, (y) to take any action that would subject it to tax or to the generalservice of process in any state where it is not then subject, or (z) to comply with statesecurities or “blue sky” laws of any state for which registration by coordination is unavailable tothe Company. The restrictions on transfer contained in this section shall be in addition to, andnot by way of limitation of, any other restrictions on transfer contained in any other section ofthis Agreement.**ARTICLE VI**
12

 
**INDEMNIFICATION**     1. **General Indemnity**. The Company agrees to indemnify, defend and hold harmless thePurchaser (and their respective directors, officers, affiliates, agents, successors and assigns)from and against any and all losses, liabilities, deficiencies, costs, damages and expenses(including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred bythe Purchaser as a result of any inaccuracy in or breach of the representations, warranties orcovenants made by the Company herein. Purchaser agrees to indemnify and hold harmless the Companyand its directors, officers, affiliates, agents, successors and assigns from and against any andall losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation,reasonable attorneys’ fees, charges and disbursements) incurred by the Company as result of anyinaccuracy in or breach of the representations, warranties or covenants made by such Purchaserherein.     2. **Indemnification Procedure**. Any party entitled to indemnification under thisArticle VI (an “indemnified party”) will give written notice to the indemnifying party ofany matter giving rise to a claim for indemnification; provided, that the failure of any partyentitled to indemnification hereunder to give notice as provided herein shall not relieve theindemnifying party of its obligations under this Article VI except to the extent that theindemnifying party is actually prejudiced by such failure to give notice. In case any such action,proceeding or claim is brought against an indemnified party in respect of which indemnification issought hereunder, the indemnifying party shall be entitled to participate in and, unless in thereasonable judgment of the indemnifying party a conflict of interest between it and the indemnifiedparty exists with respect to such action, proceeding or claim (in which case the indemnifying partyshall be responsible for the reasonable fees and expenses of one separate counsel for theindemnified parties), to assume the defense thereof with counsel reasonably satisfactory to theindemnified party. In the event that the indemnifying party advises an indemnified party that itwill contest such a claim for indemnification hereunder, or fails, within thirty (30) days ofreceipt of any indemnification notice to notify, in writing, such person of its election to defend,settle or compromise, at its sole cost and expense, any action, proceeding or claim (ordiscontinues its defense at any time after it commences such defense), then the indemnified partymay, at its option, defend, settle or otherwise compromise or pay such action or claim. In anyevent, unless and until the indemnifying party elects in writing to assume and does so assume thedefense of any such claim, proceeding or action, the indemnified party’s costs and expenses arisingout of the defense, settlement or compromise of any such action, claim or proceeding shall belosses subject to indemnification hereunder. The indemnified party shall cooperate fully with theindemnifying party in connection with any negotiation or defense of any such action or claim by theindemnifying party and shall furnish to the indemnifying party all information reasonably availableto the indemnified party which relates to such action or claim. The indemnifying party shall keepthe indemnified party fully apprised at all times as to the status of the defense or any settlementnegotiations with respect thereto. If the indemnifying party elects to defend any such action orclaim, then the indemnified party shall be entitled to participate in such defense with counsel ofits choice at its sole cost and expense. The indemnifying party shall not be liable for anysettlement of any action, claim or proceeding effected without its prior written consent.Notwithstanding anything in this Article VI to the contrary, the indemnifying party shallnot, without the indemnified party’s prior written consent, settle or compromise any claim orconsent to entry of any judgment in respect thereof which imposes any future obligation on the
13

 
indemnified party or which does not include, as an unconditional term thereof, the giving bythe claimant or the plaintiff to the indemnified party of a release from all liability in respectof such claim. The indemnification obligations to defend the indemnified party required by thisArticle VI shall be made by periodic payments of the amount thereof during the course ofinvestigation or defense, as and when bills are received or expense, loss, damage or liability isincurred, so long as the indemnified party shall refund such moneys if it is ultimately determinedby a court of competent jurisdiction that such party was not entitled to indemnification. Theindemnity agreements contained herein shall be in addition to (a) any cause of action or similarrights of the indemnified party against the indemnifying party or others, and (b) any liabilitiesthe indemnifying party may be subject to pursuant to the law. No indemnifying party will be liableto the indemnified party under this Agreement to the extent, but only to the extent that a loss,claim, damage or liability is attributable to the indemnified party’s breach of any of therepresentations, warranties or covenants made by such party in this Agreement or in the otherTransaction Documents.**ARTICLE VII****MISCELLANEOUS**     1. **TO RESIDENTS OF FLORIDA****:**THE INTEREST OFFERED HEREIN HAVE NOT BEEN REGISTERED WITHTHE FLORIDA DIVISION OF SECURITIES. PURSUANT TO FLORIDA STATUTES, SECTION 517.061(11) (A) (5),INVESTORS MAY ELECT, WITHIN THREE (3) BUSINESS DAYS AFTER DELIVERY OF THEIR SUBSCRIPTION AGREEMENTAND THE PURCHASE PRICE FOR THE INTEREST, TO WITHDRAW THEIR SUBSCRIPTION AND RECEIVE A FULL REFUND(WITHOUT INTEREST) OF SUCH PURCHASE PRICE. THIS WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TOANY PERSON. TO ACCOMPLISH SUCH WITHDRAWAL, AN INVESTOR SHOULD SEND A LETTER INDICATING THEINTENTION TO WITHDRAW, POSTMARKED PRIOR TO THE END OF THE THIRD BUSINESS DAY AFTER DELIVERY OFFUNDS TO THE PARTNERSHIP, RETURN RECEIPT REQUESTED, TO THE COMPANY AT THE ADDRESS SET FORTH HEREIN.ANY ORAL REQUESTS FOR RESCISSION SHOULD BE ACCOMPANIED BY A REQUEST FOR WRITTEN CONFIRMATION THATTHE ORAL REQUEST WAS RECEIVED ON A TIMELY BASIS.     2. **Fees and Expenses**. Each party shall pay the fees and expenses of its advisors,counsel, accountants and other experts, if any, and all other expenses, incurred by such partyincident to the negotiation, preparation, execution, delivery and performance of this Agreement.     3. **Governing Law; Consent to Jurisdiction; Venue**. This Agreement shall be governed byand construed in accordance with the internal laws of the State of Florida, without giving effectto any of the conflicts of law principles which would result in the application of the substantivelaw of another jurisdiction. This Agreement shall not be interpreted or construed with anypresumption against the party causing this Agreement to be drafted. The parties agree that venuefor any dispute arising under this Agreement will lie exclusively in the state or federal courtslocated in Hillsborough County, Florida, and the parties irrevocably waive any right to raise forumnon conveniens or any other argument that Florida is not the proper venue. The
14

 
parties irrevocably consent to personal jurisdiction in the state and federal courts of thestate of Florida. Each party hereto consent to process being served in any such suit, action orproceeding by mailing a copy thereof to such party at the address in effect for notices to it underthis Agreement and agrees that such service shall constitute good and sufficient service of processand notice thereof. Nothing in this section shall affect or limit any right to serve process in anyother manner permitted by law. The parties hereto hereby agree that the prevailing party in anysuit, action or proceeding arising out of or relating to the Securities, this Agreement or theother Transaction Documents, shall be entitled to reimbursement for reasonable legal fees from thenon-prevailing party. The parties hereby waive all rights to a trial by jury.     4. **Entire Agreement; Amendment**. This Agreement and the Transaction Documents containthe entire understanding and agreement of the parties with respect to the matters covered herebyand they supersede all prior understandings and agreements with respect to said subject matter, allof which are merged herein. No provision of this Agreement may be waived or amended other than by awritten instrument signed by the Company and the Purchaser.     5. **Notices**. All notices and other communications given or made pursuant to thisAgreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery tothe party to be notified; (b) when sent by confirmed electronic mail or facsimile if sent duringnormal business hours of the recipient, and if not so confirmed, then on the next business day; (c)five (5) days after having been sent by registered or certified mail, return receipt requested,postage prepaid; or (d) one (1) business day after deposit with a nationally recognized overnightcourier, specifying next day delivery, with written verification of receipt. All communicationsshall be sent to the respective parties at their address as set forth on the signature page orExhibit A hereto, or to such address or facsimile number as subsequently modified bywritten notice given in accordance with this section.All notices to the Company shall be sent to:Brookside Technology Holdings Corp.****