of Series B Convertible Preferred Stock and Common Stock
Momentum Fund III, LP
Pointe Fund, Ltd.
Managers International, Ltd.
Flower Street, Suite 4200
Angeles, California 90071
Inc. a Nevada corporation (the
“Company”), hereby confirms its agreement with the
entities set forth on the signature page hereto (collectively, the
“Purchasers”) and M.A.G. CAPITAL, LLC
(“MAG”), as set forth below.
Securities. Subject to the terms and conditions herein contained, the
Company proposes to issue and sell to the Purchasers an aggregate of: (a)
Thousand (10,000) shares of its Series B Convertible Preferred Stock (the
“Series B Stock”), which shall be convertible into
shares (the “Conversion Shares”) of the Company’s
Common Stock (the “Common Stock”) in accordance with
the formula set forth in the Certificate of Designations further described
and (b) Two Million Five Hundred Thousand (2,500,000) warrants, substantially
the form attached hereto at Exhibit A (the
“Warrants”), to acquire up to Two Million Five
Thousand (2,500,000) shares of Common Stock (the “Warrant
Shares”). The rights, preferences and privileges of the Series B
Stock are as set forth in the Certificate of Designations of Series B Preferred