EXHIBIT
4.1


SECURITIES
PURCHASE AGREEMENT


THIS  SECURITIES PURCHASE AGREEMENT (this “Agreement”),
dated as of March 30, 2007, by and among OPEN
ENERGY CORPORATION, a Nevada corporation (the “Company”), and
the Buyers listed on Schedule I attached hereto (individually, a “Buyer”
or collectively “Buyers”).


WITNESSETH


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


WHEREAS, the
parties desire that, upon the terms and subject to the conditions contained
herein, the Company shall issue and sell to the Buyer(s), as provided herein,
and the Buyer(s) shall purchase (i) up to Three Million Dollars ($3,000,000) of
secured convertible debentures in the form attached hereto as “Exhibit A”
(the “Convertible Debentures”), which shall be convertible into shares
of the Company’s common stock, par value $0.001 (the “Common Stock”) (as
converted, the “Conversion Shares”), and (ii) warrants substantially in
the form attached hereto as “Exhibit B” (the “Warrants”), to
acquire up to that number of additional shares of Common Stock set forth
opposite such Buyer’s name in column (3) of the Schedule I (as exercised, the “Warrant
Shares”) of which Three Million Dollars ($3,000,000) shall be funded within
five (5) business day following the date hereof (the “First Closing”)
(the “Closing”), for a total purchase price of up to Three Million
Dollars ($3,000,000), (the “Purchase Price”) in the respective amounts
set forth opposite each Buyer(s) name on Schedule I (the “Subscription Amount”);


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


WHEREAS, the obligations of the Company to the Buyer under
Convertible Debentures are secured by a security interest in all of the assets
of the Company and of each of the Company’s subsidiaries as evidenced by (i)
the Security Agreement dated March 2006 between the Company and the Buyer and
the UCC-1 financing statements filed in Nevada and California in connection therewith
(Filing No. 2006011096-8 in Nevada, Filing No. 2007008728-6 in Nevada, Filing
No. 06-7065733491 in California), (ii) the Security Agreement dated March 2006
between the Barnabus/CRE Acquisition Corp. and the Buyer and the UCC-1
financing statements filed in Nevada in connection therewith (Filing No.
2006008728-6), (iii) the Security Agreement dated March 2006 between 2093603
Ontario Corp. and the Buyer and the Financing Charge Statement filed in Ontario
in connection therewith (Filing No. 624389715), and (iv) the security agreement
of even date herewith between the Company, each subsidiary of the Company, and
the Buyer (items (i) thorough (iv) are collectively referred to herein as the “Security
Documents”);













WHEREAS,
contemporaneously with the execution and delivery of this Agreement, the
parties hereto are executing and delivering Irrevocable Transfer Agent
Instructions (the “Irrevocable Transfer Agent Instructions”); and


WHEREAS, the Convertible
Debentures, the Conversion Shares, the Warrants, and the Warrants Shares
collectively are referred to herein as the “Securities”).


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


1.     PURCHASE AND SALE OF CONVERTIBLE DEBENTURES.


(a)           Purchase
of Convertible Debentures.  Subject
to the satisfaction (or waiver) of the terms and conditions of this Agreement,
each Buyer agrees, severally and not jointly, to purchase at the Closing and
the Company agrees to sell and issue to each Buyer, severally and not jointly,
at the Closing, Convertible Debentures in amounts corresponding with the
Subscription Amount set forth opposite each Buyer’s name on Schedule I hereto
and the Warrants to acquire up to that number of Warrant Shares as set forth
opposite such Buyer’s name in column (3) on Schedule I .


(b)           Closing
Dates.  The Closing of the purchase
and sale of the Convertible Debentures and Warrants shall take place at 10:00
a.m. Eastern Standard Time on the fifth (5th) business day following the date hereof,
subject to notification of satisfaction of the conditions to the Closing set
forth herein and in Sections 6 and 7 below (or such later date as is mutually
agreed to by the Company and the Buyer(s)) (the “Closing Date”).  The Closing shall occur on the respective
Closing Date at the offices of Yorkville Advisors, LLC, 3700 Hudson Street,
Suite 3700, Jersey City, New Jersey 07302 (or such other place as is mutually
agreed to by the Company and the Buyer(s)).


(c)           Form
of Payment.  Subject to the
satisfaction of the terms and conditions of this Agreement, on the Closing
Date, (i) the Buyers shall deliver to the Company such aggregate proceeds for
the Convertible Debentures and Warrants to be issued and sold to such Buyer at
the Closing, minus the fees to be paid directly from the proceeds of the
Closing as set forth herein, and (ii) the Company shall deliver to each
Buyer, Convertible Debentures and Warrants which such Buyer is purchasing at
the Closing in amounts indicated opposite such Buyer’s name on Schedule I, duly
executed on behalf of the Company.


2.     BUYER’S
REPRESENTATIONS AND WARRANTIES.


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


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



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Securities Act.  Such Buyer does
not presently have any agreement or understanding, directly or indirectly, with
any Person to distribute any of the Securities.


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


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


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


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


(f)            Transfer
or Resale.  Each Buyer understands
that except as provided in the Registration Rights Agreement: (i) the
Securities have not been and are not being registered under the Securities Act
or any state securities laws, and may not be offered for sale, sold, assigned
or transferred unless (A) subsequently registered thereunder, (B) such Buyer
shall have delivered to the Company an opinion of counsel, in a generally
acceptable form, to the effect that such Securities to be sold, assigned or
transferred may be sold, assigned or transferred pursuant to an exemption from
such registration requirements, or (C) such Buyer provides the Company with
reasonable assurances (in the form of seller and broker representation letters)
that such Securities can be sold, assigned or transferred pursuant to Rule 144,
Rule 144(k), or Rule 144A promulgated under the Securities Act, as amended (or
a successor rule thereto) (collectively, “Rule 144”), in each case
following the applicable holding period set forth therein; (ii) any sale of the
Securities made in reliance on Rule 144 may be made only in accordance with 



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the terms of Rule 144 and further, if Rule 144 is not applicable, any
resale of the Securities under circumstances in which the seller (or the
person through whom the sale is made) may be deemed to be an underwriter (as
that term is defined in the Securities Act) may require compliance with some
other exemption under the Securities Act or the rules and regulations of the
SEC thereunder; and (iii) neither the Company nor any other person is under any
obligation to register the Securities under the Securities Act or any state
securities laws or to comply with the terms and conditions of any exemption
thereunder.


(g)           Legends.  Each Buyer agrees to the imprinting, so long
as is required by this Section 2(g), of a restrictive legend in substantially
the following form:


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


Certificates evidencing the Conversion Shares or
Warrant Shares shall not contain any legend (including the legend set forth
above), (i) while a registration statement (including the Registration
Statement) covering the resale of such security is effective under the
Securities Act, (ii) following any sale of such Conversion Shares or Warrant
Shares pursuant to Rule 144, (iii) if such Conversion Shares or Warrant Shares
are eligible for sale under Rule 144(k), or (iv) if such legend is not required
under applicable requirements of the Securities Act (including judicial
interpretations and pronouncements issued by the staff of the SEC).  The Company shall cause its counsel to issue
a legal opinion to the Company’s transfer agent promptly after the effective
date (the “Effective Date”) of a Registration Statement if required by
the Company’s transfer agent to effect the removal of the legend
hereunder.  If all or any portion of the
Convertible Debentures or Warrants are exercised by a Buyer that is not an
Affiliate of the Company (a “Non-Affiliated Buyer”) at a time when there
is an effective registration statement to cover the resale of the Conversion
Shares or the Warrant Shares, such Conversion Shares or Warrant Shares shall be
issued free of all legends.  The Company
agrees that following the Effective Date or at such time as such legend is no
longer required under this Section 2(g), it will, no later than three (3)
Trading Days following the delivery by a Non-Affiliated Buyer to the Company or
the Company’s transfer agent of a certificate representing Conversion Shares or
Warrant Shares, as the case may be, issued with a restrictive legend (such
third Trading Day, the “Legend Removal Date”), deliver or cause to be
delivered to such Non-Affiliated Buyer a certificate representing such shares
that is free from all restrictive and other legends.  The Company may not make any notation on its
records or give instructions to any transfer agent of the Company that enlarge
the 



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restrictions on transfer set forth in this
Section.  Each Buyer acknowledges that
the Company’s agreement hereunder to remove all legends from Conversion Shares
or Warrant Shares is not an affirmative statement or representation that such
Conversion Shares or Warrant Shares are freely tradable.  Each Buyer, severally and not jointly with
the other Buyers, agrees that the removal of the restrictive legend from
certificates representing Securities as set forth in this Section 3(g) is
predicated upon the Company’s reliance that the buyer will sell any Securities
pursuant to either the registration requirements of the Securities Act,
including any applicable prospectus delivery requirements, or an exemption
therefrom, and that if Securities are sold pursuant to a Registration
Statement, they will be sold in compliance with the plan of distribution set
forth therein.


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


(i)            Receipt
of Documents.  Each Buyer and his or
its counsel has received and read in their entirety:  (i) this Agreement and each representation,
warranty and covenant set forth herein and the Transaction Documents (as
defined herein); (ii) all due diligence and other information necessary to
verify the accuracy and completeness of such representations, warranties and
covenants; (iii) the Company’s Form 10-KSB for the fiscal year ended May 31,
2006; (iv) the Company’s Form 10-QSB for the fiscal quarter ended November 30,
2006 and (v) answers to all questions each Buyer submitted to the Company
regarding an investment in the Company; and each Buyer has relied on the
information contained therein and has not been furnished any other documents,
literature, memorandum or prospectus.


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


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


3.     REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


Except as set forth under the corresponding section of
the Disclosure Schedules which Disclosure Schedules shall be deemed a part hereof
and to qualify any representation or warranty otherwise made herein to the
extent of such disclosure, the Company hereby makes the representations and
warranties set forth below to each Buyer:



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(a)           Subsidiaries.  All of the direct and indirect subsidiaries
of the Company are set forth on Schedule 3(a).  The Company owns, directly or indirectly, all
of the capital stock or other equity interests of each subsidiary free and
clear of any liens, and all the issued and outstanding shares of capital stock of
each subsidiary are validly issued and are fully paid, non-assessable and free
of preemptive and similar rights to subscribe for or purchase securities.


(b)           Organization
and Qualification.  The Company and
its subsidiaries are corporations duly organized and validly existing in good
standing under the laws of the jurisdiction in which they are incorporated, and
have the requisite corporate power to own their properties and to carry on
their business as now being conducted. 
Each of the Company and its subsidiaries is duly qualified as a foreign
corporation to do business and is in good standing in every jurisdiction in
which the nature of the business conducted by it makes such qualification
necessary, except to the extent that the failure to be so qualified or be in
good standing would not have or reasonably be expected to result in (i) a
material adverse effect on the legality, validity or enforceability of any
Transaction Document, (ii) a material adverse effect on the results of
operations, assets, business or condition (financial or otherwise) of the
Company and the subsidiaries, taken as a whole, or (iii) a material adverse
effect on the Company’s ability to perform in any material respect on a timely
basis its obligations under any Transaction Document (any of (i), (ii) or
(iii), a “Material Adverse Effect”) and no proceeding has been
instituted in any such jurisdiction revoking, limiting or curtailing or seeking
to revoke, limit or curtail such power and authority or qualification..


(c)           Authorization,
Enforcement, Compliance with Other Instruments.  (i) The Company has the requisite
corporate power and authority to enter into and perform its obligations under
this Agreement, the Convertible Debentures, the Warrants, the Security
Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent
Instructions, and each of the other agreements entered into by the parties
hereto in connection with the transactions contemplated by this Agreement
(collectively the “Transaction Documents”) and to issue the Securities
in accordance with the terms hereof and thereof, (ii) the execution and
delivery of the Transaction Documents by the Company and the consummation by it
of the transactions contemplated hereby and thereby, including, without
limitation, the issuance of the Securities, the reservation for issuance and
the issuance of the Conversion Shares, and the reservation for issuance and the
issuance of the Warrant Shares, have been duly authorized by the Company’s
Board of Directors and no further consent or authorization is required by the
Company, its Board of Directors or its stockholders, (iii) the Transaction
Documents have been duly executed and delivered by the Company, (iv) the
Transaction Documents constitute the valid and binding obligations of the
Company enforceable against the Company in accordance with their terms, except
as such enforceability may be limited by general principles of equity or
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or
similar laws relating to, or affecting generally, the enforcement of creditors’
rights and remedies.  The authorized
officer of the Company executing the Transaction Documents knows of no reason
why the Company cannot file the Registration Statement as required under the
Registration Rights Agreement or perform any of the Company’s other obligations
under the Transaction Documents.



 6
 









(d)           Capitalization.  The authorized capital stock of the Company
consists of 1,125,000,000 shares of Common Stock, of which 87,143,372 shares of
Common Stock are issued and outstanding. 
All of the outstanding shares of capital stock of the Company are
validly issued, fully paid and nonassessable, have been issued in compliance
with all federal and state securities laws, and none of such outstanding shares
was issued in violation of any preemptive rights or similar rights to subscribe
for or purchase securities.  Except as
disclosed in Schedule 3(d): (i) none of the Company’s capital stock is subject
to preemptive rights or any other similar rights or any liens or encumbrances
suffered or permitted by the Company; (ii) there are no outstanding options,
warrants, scrip, rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into, or exercisable
or exchangeable for, any capital stock of the Company or any of its
subsidiaries, or contracts, commitments, understandings or arrangements by
which the Company or any of its subsidiaries is or may become bound to issue
additional capital stock of the Company or any of its subsidiaries or options,
warrants, scrip, rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into, or
exercisable or exchangeable for, any capital stock of the Company or any of its
subsidiaries; (iii) there are no outstanding debt securities, notes, credit
agreements, credit facilities or other agreements, documents or instruments
evidencing indebtedness of the Company or any of its subsidiaries or by which the
Company or any of its subsidiaries is or may become bound; (iv) there are no
financing statements securing obligations in any material amounts, either
singly or in the aggregate, filed in connection with the Company or any of its
subsidiaries; (v) there are no outstanding securities or instruments of the
Company or any of its subsidiaries which contain any redemption or similar
provisions, and there are no contracts, commitments, understandings or
arrangements by which the Company or any of its subsidiaries is or may become
bound to redeem a security of the Company or any of its subsidiaries; (vi)
there are no securities or instruments containing anti-dilution or similar
provisions that will be triggered by the issuance of the Securities; (vii) the
Company does not have any stock appreciation rights or “phantom stock” plans or
agreements or any similar plan or agreement; and (viii) the Company and its
subsidiaries have no liabilities or obligations required to be disclosed in the
SEC Documents but not so disclosed in the SEC Documents, other than those
incurred in the ordinary course of the Company’s or its subsidiaries’
respective businesses and which, individually or in the aggregate, do not or
would not have a Material Adverse Effect. 
The Company has furnished to the Buyers true, correct and complete
copies of the Company’s Certificate of Incorporation, as amended and as in
effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as
amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into,
or exercisable or exchangeable for, shares of Common Stock and the material
rights of the holders thereof in respect thereto.  No further approval or authorization of any
stockholder, the Board of Directors of the Company or others is required for
the issuance and sale of the Securities. 
There are no stockholders agreements, voting agreements or other similar
agreements with respect to the Company’s capital stock to which the Company is
a party or, to the knowledge of the Company, between or among any of the
Company’s stockholders.


(e)           Issuance
of Securities.  The issuance of the
Convertible Debentures and the Warrants is duly authorized and free from all
taxes, liens and charges with respect to the issue thereof.  Upon conversion in accordance with the terms
of the Convertible Debentures or exercise in accordance with the Warrants, as
the case may be, the Conversion Shares and Warrant Shares, respectively, when
issued will be validly issued, fully paid and nonassessable, 



 7
 









free from all taxes, liens and charges with respect to the issue
thereof.  The Company has reserved from
its duly authorized capital stock the appropriate number of shares of Common
Stock as set forth in this Agreement.


(f)            No
Conflicts.   The execution, delivery
and performance of the Transaction Documents by the Company and the
consummation by the Company of the transactions contemplated hereby and thereby
(including, without limitation, the issuance of the Convertible Debentures and
the Warrants, and reservation for issuance and issuance of the Conversion
Shares and the Warrant Shares) will not (i) result in a violation of any
certificate of incorporation, certificate of formation, any certificate of
designations or other constituent documents of the Company or any of its
subsidiaries, any capital stock of the Company or any of its subsidiaries or
bylaws of the Company or any of its subsidiaries or (ii) conflict with, or
constitute a default (or an event which with notice or lapse of time or both
would become a default) in any respect under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any agreement,
indenture or instrument to which the Company or any of its subsidiaries is a party,
or (iii) result in a violation of any law, rule, regulation, order, judgment or
decree (including foreign, federal and state securities laws and regulations
and the rules and regulations of the National Association of Securities Dealers
Inc.’s OTC Bulletin Board) applicable to the Company or any of its subsidiaries
or by which any property or asset of the Company or any of its subsidiaries is
bound or affected; except in the case of each of clauses (ii) and (iii), such
as could not, individually or in the aggregate, have or reasonably be expected
to result in a Material Adverse Effect. 
The business of the Company and its subsidiaries is not being conducted,
and shall not be conducted in violation of any material law, ordinance, or
regulation of any governmental entity. 
Except as specifically contemplated by this Agreement and as required
under the Securities Act and any applicable state securities laws, the Company
is not required to obtain any consent, authorization or order of, or make any
filing or registration with, any court or governmental agency in order for it
to execute, deliver or perform any of its obligations under or contemplated by
this Agreement or the Registration Rights Agreement in accordance with the
terms hereof or thereof.  All consents,
authorizations, orders, filings and registrations which the Company is required
to obtain pursuant to the preceding sentence have been obtained or effected on
or prior to the date hereof.  The Company
and its subsidiaries are unaware of any facts or circumstance, which might give
rise to any of the foregoing.


(g)           SEC
Documents; Financial Statements.  The
Company has filed all reports, schedules, forms, statements and other documents
required to be filed by it with the SEC under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), for the two years preceding the
date hereof (or such shorter period as the Company was required by law or
regulation to file such material) (all of the foregoing filed prior to the date
hereof or amended after the date hereof and all exhibits included therein and
financial statements and schedules thereto and documents incorporated by
reference therein, being hereinafter referred to as the “SEC Documents”)
on timely basis or has received a valid extension of such time of filing and
has filed any such SEC Document prior to the expiration of any such
extension.  The Company has delivered to
the Buyers or their representatives, or made available through the SEC’s
website at http://www.sec.gov., true and complete copies of the SEC
Documents.  As of their respective dates,
the SEC Documents complied in all material respects with the requirements of
the Exchange Act and the rules and regulations of the SEC promulgated
thereunder applicable to the SEC Documents, and none of the SEC Documents, at
the time they were filed with the SEC, 



 8
 









contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.  As of their
respective dates, the financial statements of the Company included in the SEC
Documents complied as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with
respect thereto.  Such financial
statements have been prepared in accordance with generally accepted accounting
principles, consistently applied, during the periods involved (except (i) as
may be otherwise indicated in such financial statements or the notes thereto,
or (ii) in the case of unaudited interim statements, to the extent they may
exclude footnotes or may be condensed or summary statements) and fairly present
in all material respects the financial position of the Company as of the dates
thereof and the results of its operations and cash flows for the periods then
ended (subject, in the case of unaudited statements, to normal year-end audit
adjustments).  No other information
provided by or on behalf of the Company to the Buyers which is not included in
the SEC Documents, including, without limitation, information referred to in
Section 2(i) of this Agreement, contains any untrue statement of a material
fact or omits to state any material fact necessary in order to make the
statements therein, in the light of the circumstance under which they are or
were made and not misleading.


(h)           10(b)-5.  The SEC Documents do not include any untrue
statements of material fact, nor do they omit to state any material fact
required to be stated therein necessary to make the statements made, in light
of the circumstances under which they were made, not misleading.


(i)            Absence
of Litigation.  There is no action,
suit, proceeding, inquiry or investigation before or by any court, public
board, government agency, self-regulatory organization or body pending against
or affecting the Company, the Common Stock or any of the Company’s
subsidiaries, wherein an unfavorable decision, ruling or finding would (i) have
a Material Adverse Effect.


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


(k)           No
General Solicitation.  Neither the
Company, nor any of its affiliates, nor any person acting on its or their
behalf, has engaged in any form of general solicitation or general advertising
(within the meaning of Regulation D under the Securities Act) in connection
with the offer or sale of the Securities.



 9















(l)            No Integrated Offering.  Neither the Company, nor any of its
affiliates, nor any person acting on its or their behalf has, directly or
indirectly, made any offers or sales of any security or solicited any offers to
buy any security, under circumstances that would require registration of the
Securities under the Securities Act or cause this offering of the Securities to
be integrated with prior offerings by the Company for purposes of the
Securities Act.


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


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


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


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


(q)           Insurance. 
The Company and each of its subsidiaries is insured by insurers of
recognized financial responsibility against such losses and risks and in such
amounts as management of the Company believes to be prudent and customary in
the businesses in which the Company and its subsidiaries are engaged.  Neither the Company nor any such subsidiary
has been refused any insurance coverage sought or applied for and neither the
Company nor any such subsidiary has any reason to believe that it will not be
able to renew its existing insurance



 10
 









coverage as and when such coverage expires or
to obtain similar coverage from similar insurers as may be necessary to
continue its business at a cost that would not materially and adversely affect
the condition, financial or otherwise, or the earnings, business or operations
of the Company and its subsidiaries, taken as a whole.


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


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


(t)            No Material Adverse Breaches, etc.  Neither the Company nor any of its
subsidiaries is subject to any charter, corporate or other legal restriction,
or any judgment, decree, order, rule or regulation which in the judgment of the
Company’s officers has or is expected in the future to have a Material Adverse
Effect on the business, properties, operations, financial condition, results of
operations or prospects of the Company or its subsidiaries.  Neither the Company nor any of its
subsidiaries is in breach of any contract or agreement which breach, in the
judgment of the Company’s officers, has or is expected to have a Material
Adverse Effect on the business, properties, operations, financial condition,
results of operations or prospects of the Company or its subsidiaries.


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


(v)           Certain Transactions.  Except for arm’s length transactions pursuant
to which the Company makes payments in the ordinary course of business upon
terms no less favorable than the Company could obtain from third parties and
other than the grant of stock options disclosed in the SEC Documents, none of
the officers, directors, or employees of the Company is presently a party to
any transaction with the Company (other than for services as employees,
officers and directors), including any contract, agreement or other arrangement



 11
 









providing for the furnishing of services to
or by, providing for rental of real or personal property to or from, or
otherwise requiring payments to or from any officer, director or such employee
or, to the knowledge of the Company, any corporation, partnership, trust or
other entity in which any officer, director, or any such employee has a
substantial interest or is an officer, director, trustee or partner.


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


(x)            Investment Company. The Company is not, and is not
an affiliate of, and immediately after receipt of payment for the Securities,
will not be or be an affiliate of, an “investment company” within the meaning
of the Investment Company Act of 1940, as amended.  The Company shall conduct its business in a
manner so that it will not become subject to the Investment Company Act.


(y)           Registration Rights.  Other than each of the Buyers, no Person has
any right to cause the Company to effect the registration under the Securities
Act of any securities of the Company. 
There are no outstanding registration statements not yet declared
effective and there are no outstanding comment letters from the SEC or any
other regulatory agency.


(z)            Private Placement. Assuming the accuracy of the Buyers’
representations and warranties set forth in Section 2, no registration under
the Securities Act is required for the offer and sale of the Securities by the
Company to the Buyers as contemplated hereby. The issuance and sale of the
Securities hereunder does not contravene the rules and regulations of the
Primary Market.


(aa)         Listing and Maintenance Requirements.  The Company’s Common Stock is registered
pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has
taken no action designed to terminate, or which to its knowledge is likely to
have the effect of, terminating the registration of the Common Stock under the
Exchange Act nor has the Company received any notification that the SEC is
contemplating terminating such registration. 
The Company has not, in the twelve (12) months preceding the date
hereof, received notice from any Primary Market on which the Common Stock is or
has been listed or quoted to the effect that the Company is not in compliance
with the listing or maintenance requirements of such Primary Market.  The Company is, and has no reason to believe
that it will not in the foreseeable future continue to be, in compliance with
all such listing and maintenance requirements.


(bb)         Manipulation of Price.  The Company has not, and
to its knowledge no one acting on its behalf has, (i) taken, directly or
indirectly, any action designed to cause or to result in the stabilization or
manipulation of the price of any security of the Company to facilitate the sale
or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any
compensation for soliciting purchases of, any of the Securities, or (iii) paid
or agreed to pay to any Person any compensation for soliciting another to purchase
any other securities of the



 12
 









Company, other than, in the case of clauses
(ii) and (iii), compensation paid to the Company’s placement agent in
connection with the placement of the Securities.


(cc)         Dilutive Effect. 
The Company understands and acknowledges that the number of Conversion
Shares issuable upon conversion of the Convertible Debentures and the Warrant
Shares issuable upon exercise of the Warrants will increase in certain
circumstances.  The Company further
acknowledges that its obligation to issue Conversion Shares upon conversion of
the Convertible Debentures in accordance with this Agreement and the
Convertible Debentures and its obligation to issue the Warrant Shares upon
exercise of the Warrants in accordance with this Agreement and the Warrants, in
each case, is absolute and unconditional regardless of the dilutive effect that
such issuance may have on the ownership interests of other stockholders of the
Company.


4.     COVENANTS.


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


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


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


(d)           Use of Proceeds. 
The Company will use the proceeds from the sale of the Convertible
Debentures for general corporate and working capital purposes.


(e)           Reservation of Shares.  On the date hereof, the Company shall reserve
for issuance to the Buyers 7,800,000 shares for issuance upon conversions of
the Convertible Dentures and 6,000,000 shares for issuance upon exercise of the
Warrants (collectively, the “Share Reserve”).  The Company represents that it has sufficient
authorized and unissued shares of Common Stock available to create the Share
Reserve after considering all other commitments that may require the issuance
of Common Stock.  The Company shall take
all action reasonably necessary to at all times have authorized, and reserved
for the purpose of issuance, such number of shares of Common Stock as shall be
necessary to effect the full conversion of the Convertible Debentures and the
full exercise of the Warrants.  If at any
time the Share Reserve is insufficient to effect the full



 13
 









conversion of the Convertible Debentures or
the full exercise of the Warrants, the Company shall increase the Share Reserve
accordingly.  If the Company does not
have sufficient authorized and unissued shares of Common Stock available to
increase the Share Reserve, the Company shall call and hold a special meeting
of the shareholders within thirty (30) days of such occurrence, for the sole
purpose of increasing the number of shares authorized.  The Company’s management shall recommend to
the shareholders to vote in favor of increasing the number of shares of Common
Stock authorized.  Management shall also
vote all of its shares in favor of increasing the number of authorized shares
of Common Stock.


(f)            Listings or Quotation.  The Company’s Common Stock shall be listed or
quoted for trading on any of (a) the American Stock Exchange, (b) New York Stock
Exchange, (c) the Nasdaq Global Market, (d) the Nasdaq Capital Market, or (e)
the Nasdaq OTC Bulletin Board (“OTCBB”) (each, a “Primary Market”).  The Company shall promptly secure the listing
of all of the Registrable Securities (as defined in the Registration Rights
Agreement) upon each national securities exchange and automated quotation
system, if any, upon which the Common Stock is then listed (subject to official
notice of issuance) and shall maintain such listing of all Registrable
Securities from time to time issuable under the terms of the Transaction
Documents.


(g)           Fees and Expenses.


(i)            Each of the Company and the Buyer(s) shall pay all costs
and expenses incurred by such party in connection with the negotiation,
investigation, preparation, execution and delivery of the Transaction
Documents.  The Company shall pay
Yorkville Advisors LLC a fee equal to ten percent (10%) of the Purchase Price
which shall be paid pro rata directly from the gross proceeds of each Closing.


(ii)           The Company shall pay a structuring and due diligence fee
to Yorkville Advisors LLC of Twenty Thousand Dollars ($20,000), of which Ten
Thousand Dollars ($10,000) has been paid and the remaining Ten Thousand Dollars
($10,000) shall be paid directly from the proceeds of the First Closing.


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


(i)            Transactions With Affiliates.  So long as any Convertible Debentures are
outstanding, the Company shall not, and shall cause each of its subsidiaries
not to, enter into, amend, modify or supplement, or permit any subsidiary to
enter into, amend, modify or supplement any agreement, transaction, commitment,
or arrangement with any of its



 14
 









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


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


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


(l)            Neither the Buyer(s) nor any of its affiliates have an
open short position in the Common Stock of the Company, and the Buyer(s) agrees
that it shall not, and that it will cause its affiliates not to, engage in any
short sales of or hedging transactions with respect to the Common Stock as long
as any Convertible Debentures shall remain outstanding.


(m)          Rights of First Negotiation.  For a period of 18 months from the date
hereof, if the Company intends to raise
additional capital by the issuance or sale of capital stock of the Company,
including without limitation shares of any class of common stock, any class of
preferred stock, options, warrants or any other securities convertible or
exercisable into



 15
 









shares of common stock (whether
the offering is conducted by the Company, underwriter, placement agent or any
third party) the Company shall be obligated to offer to the Buyers such
issuance or sale of capital stock, by providing in writing the principal amount
of capital it intends to raise and outline of the material terms of such
capital raise, prior to the offering such issuance or sale of capital stock
 to any third parties including, but not limited to, current or former
officers or directors, current or former shareholders and/or investors of the
obligor, underwriters, brokers, agents or other third parties.  The Buyers
shall have five (5) business days from receipt of such notice of the sale or
issuance of capital stock to accept or reject all or a portion of such capital
raising offer.


(n)           Additional Registration Statements.  Until the effective date of the initial
Registration Statement, the Company will not, without the prior written consent
of the Buyer(s), file a registration statement under the Securities Act
relating to securities that are not the Securities.


(o)           Review of Public Disclosures.  All SEC filings (including, without
limitation, all filings required under the Exchange Act, which include Forms
10-Q and 10-QSB, 10-K and 10K-SB, 8-K, etc) and other public disclosures made
by the Company, including, without limitation, all press releases, investor
relations materials, and scripts of analysts meetings and calls, shall be
reviewed and approved for release by the Company’s attorneys and, if containing
financial information, the Company’s independent certified public accountants.


(p)           Disclosure of Transaction.  Within four Business Day following the date
of this Agreement, the Company shall file a Current Report on Form 8-K
describing the terms of the transactions contemplated by the Transaction
Documents in the form required by the Exchange Act and attaching the material
Transaction Documents (including, without limitation, this Agreement, the form
of the Convertible Debenture, the form of Warrant and the form of the
Registration Rights Agreement) as exhibits to such filing.


(q)           Registration Rights.  If at any time after the date hereof the
Company shall file a registration statement, the Company shall, at the Buyer’s
option, include the Conversion Shares and the Warrant Shares issuable to the
Buyer.


5.     TRANSFER AGENT INSTRUCTIONS.


(a)           The
Company shall issue the Irrevocable Transfer Agent Instructions to its transfer
agent, and any subsequent transfer agent, irrevocably appointing David
Gonzalez, Esq. as the Company’s agent for purpose instructing its transfer
agent to issue certificates or credit shares to the applicable balance accounts
at The Deposity Trust Company (“DTC”), registered in the name of each
Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares
issued upon conversion of the Convertible Debentures or exercise of the
Warrants as specified from time to time by each Buyer to the Company upon
conversion of the Convertible Debentures or exercise of the Warrants.  The Company shall not change its transfer
agent without the express written consent of the Buyers, which may be withheld
by the Buyers in their sole discretion. 
The Company warrants that no instruction other than the Irrevocable
Transfer Agent Instructions referred to in this Section 5, and stop transfer
instructions to give effect to Section 2(g) hereof (in the case of the
Conversion Shares or Warrant



 16
 









Shares prior to registration of such shares under the Securities Act)
will be given by the Company to its transfer agent, and that the Securities
shall otherwise be freely transferable on the books and records of the Company
as and to the extent provided in this Agreement and the other Transaction
Documents.  If a Buyer effects a sale,
assignment or transfer of the Securities in accordance with Section 2(f), the
Company shall promptly instruct its transfer agent to issue one or more
certificates or credit shares to the applicable balance accounts at DTC in such
name and in such denominations as specified by such Buyer to effect such sale,
transfer or assignment and, with respect to any transfer, shall permit the
transfer.  In the event that such sale,
assignment or transfer involves Conversion Shares or Warrant Shares sold,
assigned or transferred pursuant to an effective registration statement or
pursuant to Rule 144, the transfer agent shall issue such Securities to the
Buyer, assignee or transferee, as the case may be, without any restrictive
legend. Nothing in this Section 5 shall affect in any way the Buyer’s
obligations and agreement to comply with all applicable securities laws upon
resale of Conversion Shares.  The Company
acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Buyer by vitiating the intent and purpose of the
transaction contemplated hereby. 
Accordingly, the Company acknowledges that the remedy at law for a
breach of its obligations under this Section 5 will be inadequate and agrees,
in the event of a breach or threatened breach by the Company of the provisions
of this Section 5, that the Buyer(s) shall be entitled, in addition to all
other available remedies, to an injunction restraining any breach and requiring
immediate issuance and transfer, without the necessity of showing economic loss
and without any bond or other security being required.


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


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


(a)           Each Buyer shall have executed the Transaction Documents
and delivered them to the Company.


(b)           The Buyer(s) shall have delivered to the Company the
Purchase Price for the Convertible Debentures and Warrants in the respective
amounts as set forth next to each Buyer as set forth on Schedule I attached
hereto, minus any fees to be paid directly from the proceeds the Closings as
set forth herein, by wire transfer of immediately available U.S. funds pursuant
to the wire instructions provided by the Company.


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



 17
 









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


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


(i)            The Company shall have executed the Transaction Documents
and delivered the same to the Buyers.


(ii)           The Common Stock shall be authorized for quotation or
trading on the Primary Market, trading in the Common Stock shall not have been
suspended for any reason, and all the Conversion Shares issuable upon the
conversion of the Convertible Debentures shall be approved for listing or
trading on the Primary Market.


(iii)          The representations and warranties of the Company shall be
true and correct in all material respects (except to the extent that any of
such representations and warranties is already qualified as to materiality in
Section 3 above, in which case, such representations and warranties shall be
true and correct without further qualification) as of the date when made and as
of the Closing Date as though made at that time (except for representations and
warranties that speak as of a specific date) and the Company shall have
performed, satisfied and complied in all material respects with the covenants,
agreements and conditions required by this Agreement to be performed, satisfied
or complied with by the Company at or prior to the Closing Date


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


(v)           The Buyers shall have received an opinion of counsel from
counsel to the Company in a form satisfactory to the Buyers.


(vi)          The Company shall have provided to the Buyers a true copy
of a certificate of good standing evidencing the formation and good standing of
the Company from the secretary of state (or comparable office) from the
jurisdiction in which the Company is incorporated, as of a date within 10 days
of the First Closing Date.


(vii)         The Company shall have delivered to the Buyers a certificate,
executed by the Secretary of the Company and dated as of the Closing Date, as
to (i) the resolutions consistent with Section 3(c) as adopted by the Company’s
Board of Directors in a form reasonably acceptable to such Buyer, (ii) the
Certificate of Incorporation and (iii) the Bylaws, each as in effect at the
Closing.


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


(ix)           The Company shall have provided to the Buyer an
acknowledgement, to the satisfaction of the Buyer, from the Company’s
independent certified



 18
 









public accountants as to its ability to
provide all consents required in order to file a registration statement in
connection with this transaction.


(x)            The Company shall have created the Share Reserve.


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


8.     INDEMNIFICATION.


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


(b)           In consideration of the Company’s execution and delivery
of this Agreement, and in addition to all of the Buyer’s other obligations
under this Agreement, the Buyer shall defend, protect, indemnify and hold
harmless the Company and all of its officers, directors, employees and agents
(including, without limitation, those retained in connection with the
transactions contemplated by this Agreement) (collectively, the “Company
Indemnitees”) from and against any and all Indemnified Liabilities incurred
by the Indemnitees or any of them as a result of, or arising out of, or
relating to (a) any misrepresentation or breach of any representation or
warranty made by the Buyer(s) in this Agreement, instrument or document



 19
 









contemplated hereby or thereby executed by
the Buyer, (b) any breach of any covenant, agreement or obligation of the
Buyer(s) contained in this Agreement, 
the Transaction Documents or any other certificate, instrument or
document contemplated hereby or thereby executed by the Buyer, or (c) any cause
of action, suit or claim brought or made against such Company Indemnitee based
on material misrepresentations or due to a material breach and arising out of
or resulting from the execution, delivery, performance or enforcement of this
Agreement, the Transaction Documents or any other instrument, document or
agreement executed pursuant hereto by any of the parties hereto.  To the extent that the foregoing undertaking
by each Buyer may be unenforceable for any reason, each Buyer shall make the
maximum contribution to the payment and satisfaction of each of the Indemnified
Liabilities, which is permissible under applicable law.


9.     GOVERNING LAW: MISCELLANEOUS.


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


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


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


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


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



 20
 









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


	
  If to the Company, to:

  	
   

  	
  Open Energy Corporation

  
	
   

  	
   

  	
  514 Via de la Valle, Suite 200

  
	
   

  	
   

  	
  Solana Beach, CA 92075

  
	
   

  	
   

  	
  Attention: David Saltman, Chief Executive Officer

  
	
   

  	
   

  	
  Telephone: 858-794-8800

  
	
   

  	
   

  	
  Facsimile: 858-794-8811

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Sue J. Hodges, Partner

  
	
   

  	
   

  	
  Pillsbury Winthrop Shaw Pittman LLP

  
	
   

  	
   

  	
  12255 El Camino Real, Suite 300

  
	
   

  	
   

  	
  San Diego, CA 92130

  
	
   

  	
   

  	
  Telephone: 858-509-4003

  
	
   

  	
   

  	
  Facsimile: 858-509-4010

  



 


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


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


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


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


(j)            Publicity. 
The Company and the Buyer(s) shall have the right to approve, before
issuance any press release or any other public statement with respect to the
transactions contemplated hereby made by any party; provided, however, that the
Company shall be entitled, without the prior approval of the Buyer(s), to issue
any press release or other public



 21
 









disclosure with respect to such transactions
required under applicable securities or other laws or regulations (the Company
shall use its best efforts to consult the Buyer(s) in connection with any such
press release or other public disclosure prior to its release and Buyer(s)
shall be provided with a copy thereof upon release thereof).


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


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


(m)          Brokerage. 
The Company represents that no broker, agent, finder or other party has
been retained by it in connection with the transactions contemplated hereby and
that no other fee or commission has been agreed by the Company to be paid for
or on account of the transactions contemplated hereby.


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


[REMAINDER
PAGE INTENTIONALLY LEFT BLANK]



 22
 









IN
WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this
Securities Purchase Agreement to be duly executed as of the date first written
above.


	
  

  	
  COMPANY:

  
	
   

  	
  OPEN ENERGY CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ David Saltman

  
	
   

  	
  Name:

  	
  David Saltman

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
				



 



 23
 









IN WITNESS WHEREOF, each Buyer and the Company have caused
their respective signature page to this Securities Purchase Agreement to be
duly executed as of the date first written above.


 


	
  

  	
  BUYERS:

  
	
   

  	
  CORNELL CAPITAL PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Yorkville Advisors, LLC

  
	
   

  	
  Its:

  	
  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerald Eicke

  
	
   

  	
  Name: Gerald Eicke

  
	
   

  	
  Its: Managing Partner

  



 



 24















SCHEDULE
I


SCHEDULE OF BUYERS


	
  (1)

  	
   

  	
  (2)

  	
   

  	
  (3)

  	
   

  	
  (4

  
	
  Buyer

  	
   

  	
  Subscription

  Amount

  	
   

  	
  Number of Warrant

  Shares

  	
   

  	
  Legal Representative’s Address

  and Facsimile Number

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cornell Capital Partners, L.P.

   

  101 Hudson Street, Suite 3700

  Jersey City, NJ 07303

  Attention: Mark Angelo

  Telephone: (201) 985-8300

  Facsimile: (201) 985-8266

  Residence: Cayman Islands

  	
   

  	
  $3,000,000

  	
   

  	
  6,000,000

  	
   

  	
  David Gonzalez, Esq.

  101 Hudson Street, Suite 3700

  Jersey City, New Jersey 07302

  Telephone: (201) 985-8300

  Facsimile: (201) 985-8266

  



 













DISCLOSURE
SCHEDULE













EXHIBIT A


FORM OF
CONVERTIBLE DEBENTURE













EXHIBIT B


FORM OF WARRANT