Common use of Conditions to The Buyer’s Obligation to Purchase Clause in Contracts

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the Buyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Dates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Dates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates regarding the representation contained in Section 3(c) above. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP in a form satisfactory to the Buyer(s). (f) The Company shall have provided to the Buyer(s) a Certificate of Good Standing from the Secretary of State from the state in which the Company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (i) 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. (j) The Company shall have provided to the Buyer(s) an acknowledgement, to the satisfaction of the Buyer(s), from ▇. ▇▇▇▇▇▇ & Associates as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (k) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement and provided proof of such filing to the Buyer(s). (l) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s). (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer(s) at any time in its sole discretion: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the Buyer(s). (b) The Common Stock Buyer(s) shall be have received a Guaranty Agreement from iVoice Inc. (c) iVoice Inc., shall have filed an information statement changing Ivoice Inc.'s par value to $0.0001 per share and increasing their number of shares authorized to 5,000,000,000, and has filed a post effective amendment or registration statement increasing the number of shares registered for quotation on the OTCBBEquity Line of Credit with Cornell Capital Partners, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBBLP dated June 11, 2002. (cd) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates 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 DatesDate. If requested by the Buyer, the The Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing DatesDate, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates Date regarding the representation contained in Section 3(c) above. (de) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP in a form satisfactory to the Buyer(s). (f) The Company shall have provided to the Buyer(s) a Certificate of Good Standing from the Secretary of State from the state in which the Company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ig) The Upon the Company obtaining a transfer agent, but in no event two (2) days from the date thereof, the Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the BuyerBuyer(s), shall have been be delivered to and acknowledged in writing by the Company’s 's transfer agent. (jh) The Company shall have provided to the Buyer(s) Investor an acknowledgement, to the satisfaction of the Buyer(s)Investor, from ▇. ▇▇▇▇▇▇ & Associates Mendlowitz, Weitsen, LLP, CPA, the accountant to the Company, as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (ki) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect provided the Buyer’s interest Investor an opinion of counsel from McCarter & English, LLP in the Pledged Property and Pledged Collateral as detailed in the Security Agreement and provided proof of such filing ▇ ▇▇▇▇ ▇cceptable to the Buyer(s)Investor. (lj) Directly The Company shall have provided the Investor a certificate of good standing from the gross proceeds secretary of state from the First Closing held in escrow state within which the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s)is incorporated. (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures and Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (ai) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, Transaction Documents required to be executed by it and delivered the same to the Buyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (cii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates 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 Dates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Dates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates regarding the representation contained in Section 3(c) above.Date (diii) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures and Warrants required to be executed by it in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (eiv) The Buyer(s) shall have received an opinion of counsel from ▇▇▇▇▇Law Offices of ▇▇▇▇▇▇ & ▇▇▇. ▇▇▇▇▇, LLP PLLC in a form satisfactory to the Buyer(s). (fv) The Company shall have provided to be in good standing with the Buyer(s) a Certificate secretary of Good Standing from the Secretary of State state from the state in which the Company is incorporatedincorporated or organized. (gvi) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company Dot VN shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible DebenturesDebentures and exercise of the Warrants, shares of Common Stock to effect the conversion of all of the Conversion Shares and Warrant Share then outstanding. Spot On shall have reserved out of its authorized and unissued Membership Interests, solely for the purpose of effecting the conversion of the Convertible Debentures, Membership Interests to effect the conversion of all of the Convertible Debentures then outstanding. (i) 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. (j) The Company shall have provided to the Buyer(s) an acknowledgement, to the satisfaction of the Buyer(s), from ▇. ▇▇▇▇▇▇ & Associates as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (k) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement and provided proof of such filing to the Buyer(s). (l) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s). (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the Buyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Dates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Dates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates regarding the representation contained in Section 3(c) above. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP in a form satisfactory to the Buyer(s). (f) The Company shall have provided to the Buyer(s) a Certificate certificate of Good Standing good standing from the Secretary secretary of State state from the state in which the Company company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ih) 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 's transfer agent. (ji) The Company shall have provided to the Buyer(s) Investor an acknowledgement, to the satisfaction of the Buyer(s)Investor, from ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Associates ▇▇▇▇▇▇▇ PC as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (kj) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s 's interest in the Pledged Property and Pledged Collateral as detailed defined in the Security Agreement and provided proof of such filing to the Buyer(s). (l) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s). (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the Buyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Dates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Dates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates regarding the representation contained in Section 3(c) above. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP Associates in a form satisfactory to the Buyer(s). (f) The Company shall have provided to the Buyer(s) a Certificate certificate of Good Standing good standing from the Secretary secretary of State state from the state in which the Company company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ih) 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 's transfer agent. (ji) The Company shall have provided to the Buyer(s) Buyer an acknowledgement, to the satisfaction of the Buyer(s)Buyer, from ▇. ▇▇▇▇▇▇▇▇ & Associates as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (kj) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s 's interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (l) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s). (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the Buyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Dates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Dates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates regarding the representation contained in Section 3(c) above. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP the Company's counsel in a form satisfactory to the Buyer(s). (f) The Company shall have provided to the Buyer(s) a Certificate certificate of Good Standing good standing from the Secretary secretary of State state from the state in which the Company company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ih) 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 's transfer agent. (ji) The Company shall have provided to the Buyer(s) Buyer an acknowledgement, to the satisfaction of the Buyer(s), Buyer from B▇. ▇▇▇▇▇▇▇ & Associates and W▇▇▇▇, LLP as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (kj) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s 's interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (lk) Directly from With respect to the gross proceeds of the First Closing held in escrow Second Closing, the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s). (m) Simultaneously filed a registration statement with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interestsSEC. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer(s) at any time in its sole discretion: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the Buyer(s). (b) The Common Stock Company shall be authorized for quotation on have filed a registration statement with the OTCBB, trading SEC as described in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBBInvestor Registration Rights Agreement. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates 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 DatesDate. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing DatesDate, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates Date regarding the representation contained in Section 3(c) above. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP in a form satisfactory to the Buyer(s). (f) The Company shall have provided to the Buyer(s) a Certificate certificate of Good Standing good standing from the Secretary of State from the state in which the Company is incorporatedof Delaware. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the each Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ih) 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 's transfer agent. (ji) The Company shall have provided to the Buyer(s) Investor an acknowledgement, to the satisfaction of the Buyer(s)Investor, from ▇. ▇▇▇▇▇▇ Bagell, Josephs & Associates Co., the Company's independent certified public accountants, as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (kj) The Company shall have filed a form UCC-1 or such other forms as may be required UCC -1 with regard to perfect the Buyer’s interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement and provided proof of such filing to the Buyer(s). (lk) Directly from The Company shall obtained the gross proceeds approval of the First Closing held in escrow its board of directors and a majority of its outstanding shares of capital stock (voting as separate classes, if required by applicable law) to increase its authorized common stock to a number mutually acceptable to the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s)Investor. (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the Buyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Dates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Dates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates regarding the representation contained in Section 3(c) above. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from Kirkpatrick & Lockhart, LLP in a fo▇▇ ▇▇▇▇▇▇▇▇tor▇ ▇▇ ▇▇▇ & ▇▇▇▇▇▇▇▇, LLP in a form satisfactory to the Buyer(s). (f) The Company shall have provided to the Buyer(s) a Certificate certificate of Good Standing good standing from the Secretary secretary of State state from the state in which the Company company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ih) 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 's transfer agent. (ji) The Company shall have provided to the Buyer(s) Investor an acknowledgement, to the satisfaction of the Buyer(s)Investor, from ▇. ▇▇J. Alan Walls, CPA, P.A. as to its abi▇▇▇▇ & Associates as to its ability to provide ▇▇ ▇▇ovide all consents required in order to file a registration statement in connection with this transaction. (kj) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s 's interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (l) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s). (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) Buyer hereunder to purchase the Convertible Debentures Series B Preferred Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer at any time in its sole discretion: (a) a. The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions Agreement and the Investor Registration Rights Agreement, and delivered the same to the Buyer(s)Buyer. (b) b. The Common Stock shall be authorized for quotation on the OTCBB, Nasdaq SmallCap Market and trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures Series B Preferred Shares shall be approved the OTCBBfor listing. (c) c. The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates 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 DatesDate. If requested by the Buyer, the The Buyer shall have received a certificate, executed by the President Chief Executive Officer of the Company, dated as of the Closing DatesDate, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates Date regarding the representation contained in Section 3(c) above. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP in a form satisfactory to the Buyer(s). (f) The Company shall have provided to the Buyer(s) a Certificate of Good Standing from the Secretary of State from the state in which the Company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (i) 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. (j) The Company shall have provided to the Buyer(s) an acknowledgement, to the satisfaction of the Buyer(s), from ▇. ▇▇▇▇▇▇ & Associates as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (k) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement and provided proof of such filing to the Buyer(s). (l) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s). (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the Buyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Dates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Dates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates regarding the representation contained in Section 3(c) above. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP in a form satisfactory to the Buyer(s). (f) The Company shall have provided to the Buyer(s) a Certificate certificate of Good Standing good standing from the Secretary secretary of State state from the state in which the Company company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ih) 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 's transfer agent. (ji) The Company shall have provided to the Buyer(s) Investor an acknowledgement, to the satisfaction of the Buyer(s)Investor, from ▇. ▇▇▇▇▇▇ & Associates ▇▇▇▇▇▇ PLLC as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (kj) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s 's interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (l) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s). (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the Buyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Dates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Dates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates regarding the representation contained in Section 3(c) above. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP counsel to the Company in a form satisfactory to the Buyer(s). (f) The Company shall have provided to the Buyer(s) a Certificate certificate of Good Standing good standing from the Secretary secretary of State state from the state in which the Company company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ih) 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 's transfer agent. (ji) The Company shall have provided to the Buyer(s) Buyer an acknowledgement, to the satisfaction of the Buyer(s)Buyer, from ▇. ▇▇▇▇▇▇▇ & Associates ▇▇▇▇▇▇▇, ▇.▇. as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (kj) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s 's interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (l) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s). (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions Instructions, and the Investor Registration Rights Agreement, and delivered the same to the Buyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 abovehereof, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates 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 DatesDate. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing DatesDate, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates Date regarding the representation contained in Section 3(c) abovehereof. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP in a form satisfactory to the Buyer(s). (f) The Company shall have provided to the Buyer(s) a Certificate certificate of Good Standing good standing from the Secretary secretary of State state from the state in which the Company company is incorporated, and a customary opinion of legal counsel in form and substance reasonably satisfactory to Buyer(s). (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (hf) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ig) 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 's transfer agent. (jh) The Company shall have provided to the Buyer(s) Buyer an acknowledgement, to the satisfaction of the Buyer(s)Buyer, from Hansen, Barnett & Maxwell a▇ ▇. ▇ ▇▇▇ ▇▇▇▇▇▇y t▇ & Associates as to its ability to provide ▇▇▇▇▇de all consents required in order to file a registration statement in connection with this transaction. (ki) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s 's interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (l) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s). (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the Buyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Dates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Dates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates regarding the representation contained in Section 3(c) above. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Sichenzia Ross Friedman Ference LLP in a form satisfactory to the Buyer(s). (f▇) The Company ▇▇▇ ▇▇▇▇any shall have provided to the Buyer(s) a Certificate certificate of Good Standing good standing from the Secretary secretary of State state from the state in which the Company company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ih) 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 's transfer agent. (ji) The Company shall have provided to the Buyer(s) Investor an acknowledgement, to the satisfaction of the Buyer(s)Investor, from ▇. ▇▇▇▇▇▇ & Associates HJ Associates, LLC as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (kj) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s 's interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (l) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s). (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the Buyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Dates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Dates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates regarding the representation contained in Section 3(c) above. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from Kirkpatrick & Lockhart, LLP in a fo▇▇ ▇▇▇▇▇▇▇▇tor▇ ▇▇ ▇▇▇ & ▇▇▇▇▇▇▇▇, LLP in a form satisfactory to the Buyer(s). (f) The Company shall have provided to the Buyer(s) a Certificate certificate of Good Standing good standing from the Secretary secretary of State state from the state in which the Company company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ih) 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 's transfer agent. (ji) The Company shall have provided to the Buyer(s) Buyer an acknowledgement, to the satisfaction of the Buyer(s)Buyer, from Russell Bedford Stefanou LLP as to ▇. ▇▇ ▇▇▇▇▇▇▇ & Associates as to its ability to provide ▇o ▇▇▇▇▇▇▇ all consents required in order to file a registration statement in connection with this transaction. (kj) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s 's interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (l) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s). (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. 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: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions Instructions, and the Investor Registration Rights Agreement, and delivered the same to the Buyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 abovehereof, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates 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 DatesDate. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing DatesDate, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates Date regarding the representation contained in Section 3(c) abovehereof. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP in a form satisfactory to the Buyer(s). (f) The Company shall have provided to the Buyer(s) a Certificate certificate of Good Standing good standing from the Secretary secretary of State state from the state in which the Company company is incorporated, and a customary opinion of legal counsel in form and substance reasonably satisfactory to Buyer(s). (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (hf) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ig) 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 's transfer agent. (jh) The Buyer shall have received an opinion of counsel from counsel to the Buyer in a form satisfactory to the Buyer. (i) The Company shall have provided to the Buyer(s) Buyer an acknowledgement, to the satisfaction of the Buyer(s)Buyer, from ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Associates ▇▇▇▇▇▇▇ as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (k) . The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s 's interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (l) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s). (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the Buyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Dates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Dates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates regarding the representation contained in Section 3(c) above. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from Richardson & Patel, LLP. (▇) ▇he ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP in a form satisfactory to the Buyer(s). (f) The Company ny shall have provided to the Buyer(s) a Certificate certificate of Good Standing good standing from the Secretary secretary of State state from the state in which the Company company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ih) 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 's transfer agent. (ji) The Company shall have provided to the Buyer(s) Investor an acknowledgement, to the satisfaction of the Buyer(s)Investor, from Weinberg & Company, P.A. a▇ ▇. ▇▇▇▇ ▇▇▇ & Associates as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (kj) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s 's interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s)Buyer. (k) The Company shall have entered into an agreement with Cornell Capital Partners, LP for a Standby Equity Distribution Agreement ("SEDA") and have executed all document prior to Close. (l) Directly from the gross proceeds of the First Closing held in escrow the The Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s). (m) Simultaneously engage investor relations or corporate communications simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interestssecond funding. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, Agreement and delivered the same to the Buyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Dates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Dates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates regarding the representation contained in Section 3(c) above. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from Kirkpatrick & Lockhart Nicholson Gr▇▇▇▇ ▇▇▇ ▇▇ a ▇▇▇▇ ▇▇▇i▇▇▇▇▇▇▇▇ & ▇▇ ▇▇▇▇▇▇▇▇, LLP in a form satisfactory to the ▇ Buyer(s). (f) The Company shall have provided to the Buyer(s) a Certificate of Good Standing from the Secretary of State from the state in which the Company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ih) 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 's transfer agent. (ji) The Company shall have provided to the Buyer(s) an acknowledgement, to the satisfaction of the Buyer(s)Investor, from ▇. ▇▇▇Gordon, Hughes and Banks LLP as to ▇▇▇ & Associates as to its ability to ▇▇il▇▇▇ ▇▇ provide all consents required in order to file a registration statement in connection with this transaction. (kj) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s 's interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement and provided proof of such filing to the Buyer(s). (l) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s). (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the Buyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Dates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Dates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates regarding the representation contained in Section 3(c) above. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP in a form satisfactory to the Buyer(s). (f) The Company shall have provided to the Buyer(s) a Certificate certificate of Good Standing good standing from the Secretary secretary of State state from the state in which the Company company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ih) 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 's transfer agent. (ji) The Company shall have provided to the Buyer(s) Investor an acknowledgement, to the satisfaction of the Buyer(s)Investor, from ▇. ▇▇▇▇▇▇ & Associates Co. as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (kj) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s 's interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (lk) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s). (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of Except for the First Closing, the Buyer(s) Company shall have assumed increased its authorized Common Stock to a first priority perfected interest in minimum of Three Hundred Million (300,000,000) shares prior to the Pledged Property Second Closing and Pledged Collateral as defined in the Security AgreementThird Closing. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, Agreement and delivered the same to the Buyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Dates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Dates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates regarding the representation contained in Section 3(c) above. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from Kirkpatrick & Lockhart, LLP in a f▇▇▇ ▇▇▇▇▇▇▇cto▇▇ ▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP in a form satisfactory to the e Buyer(s). (f) The Company shall have provided to the Buyer(s) a Certificate of Good Standing from the Secretary of State from the state in which the Company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ih) 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 's transfer agent. (ji) The Company shall have provided to the Buyer(s) an acknowledgement, to the satisfaction of the Buyer(s)Investor, from ▇. Gordon, Hughes and Banks LLP as t▇ ▇▇▇ abi▇▇▇▇ & Associates as to its ability to ▇o provide all consents required in order to file a registration statement in connection with this transaction. (kj) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s 's interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement and provided proof of such filing to the Buyer(s). (l) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s). (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the Buyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Dates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Dates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates regarding the representation contained in Section 3(c) above. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from ▇▇▇▇▇▇▇▇▇▇▇ Gottbetter & ▇▇▇▇▇▇▇▇Partners, LLP in a form satisfactory to the Buyer(s). (f) The Company shall have provided to the Buyer(s) a Certificate certificate of Good Standing good standing from the Secretary secretary of State state from the state in which the Company company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ih) 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 's transfer agent. (ji) The Company shall have provided to the Buyer(s) Investor an acknowledgement, to the satisfaction of the Buyer(s)Investor, from ▇. ▇▇▇▇▇▇ Singer Lewak Greenbaum & Associates Goldstein LLP as to its ability to provide all consents required in co▇▇▇▇▇▇ ▇equ▇▇▇▇ ▇▇ order to file a registration statement in connection with this transaction. (kj) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s 's interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (l) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s). (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the Buyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Dates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Dates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates regarding the representation contained in Section 3(c) above. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP in a form satisfactory to the Buyer(s). (f) The Company shall have provided to the Buyer(s) a Certificate certificate of Good Standing good standing from the Secretary secretary of State state from the state in which the Company company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ih) 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 's transfer agent. (ji) The Company shall have provided to the Buyer(s) Investor an acknowledgement, to the satisfaction of the Buyer(s)Investor, from Balukoff, Lindstrom & Co., P.A. as ▇. ▇▇▇▇ ▇▇▇ & Associates as to its ability ▇▇ility to provide all consents required in order to file a registration statement in connection with this transaction. (kj) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s 's interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (l) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s). (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the Buyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Dates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Dates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates regarding the representation contained in Section 3(c) above. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP Associates in a form satisfactory to the Buyer(s). (f) The Company shall have provided to the Buyer(s) a Certificate certificate of Good Standing good standing from the Secretary secretary of State state from the state in which the Company company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ih) 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 's transfer agent. (ji) The Company shall have provided to the Buyer(s) Investor an acknowledgement, to the satisfaction of the Buyer(s)Investor, from ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ & Associates P.C. as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (k) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement and provided proof of such filing to the Buyer(s). (l) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s). (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the Buyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Dates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Dates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates regarding the representation contained in Section 3(c) above. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP in a form satisfactory to the Buyer(s). (f) The Company shall have provided to the Buyer(s) a Certificate certificate of Good Standing good standing from the Secretary secretary of State state from the state in which the Company company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ih) 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 's transfer agent. (ji) The Company shall have provided to the Buyer(s) Investor an acknowledgement, to the satisfaction of the Buyer(s)Investor, from ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ & Associates as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (kj) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s 's interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (l) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s). (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. 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: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions Instructions, and the Investor Registration Rights Agreement, and delivered the same to the Buyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 abovehereof, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates 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 DatesDate. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing DatesDate, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates Date regarding the representation contained in Section 3(c) abovehereof. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP in a form satisfactory to the Buyer(s). (f) The Company shall have provided to the Buyer(s) a Certificate certificate of Good Standing good standing from the Secretary secretary of State state from the state in which the Company company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares , and a customary opinion of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (i) The Irrevocable Transfer Agent Instructions, legal counsel in form and substance reasonably satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (j) The Company shall have provided to the Buyer(s) an acknowledgement, to the satisfaction of the Buyer(s), from ▇. ▇▇▇▇▇▇ & Associates as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (k) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement and provided proof of such filing to the Buyer(s). (l) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s). (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer(s) at any time in its sole discretion: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the Buyer(s). (b) The Common Stock With regard to the First Closing, the Company shall be authorized for quotation on have (i) consummated the OTCBBExchange Offer and (ii) delivered the Irrevocable Transfer Agent Instructions in form and substance satisfactory to the Buyer, trading in the Common Stock shall not have been suspended for any reason delivered to and all of acknowledged in writing by the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBBCompany's transfer agent. (c) With regard to the Second Closing, the Company shall have filed a registration statement with the SEC as described in the Investor Registration Rights Agreement. (d) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Dates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Dates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates regarding the representation contained in Section 3(c) above. (de) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (ef) The Buyer(s) shall have received an opinion of counsel from ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP in a form satisfactory to the Buyer(s). (fg) The Company shall have provided to the Buyer(s) a Certificate certificate of Good Standing good standing from the Secretary of State from the state in which the Company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000Delaware. (h) As of the each Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (i) 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 's transfer agent. (j) The Company shall have provided to the Buyer(s) Investor an acknowledgement, to the satisfaction of the Buyer(s)Investor, from ▇. ▇▇▇▇▇▇ & Associates ▇▇▇▇ ▇▇▇▇▇▇▇ PC, the Company's independent certified public accountants, as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (k) The Company shall have filed a form UCC-1 or such other forms as may be required UCC -1 with regard to perfect the Buyer’s interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement and provided proof of such filing to the Buyer(s). The Company and the Buyer(s) shall have entered into a Stock Pledge Agreement pursuant to which the Company shall pledge to the Buyer(s) all of its right, title and interest in the shares of ActivePoint, Ltd.'s Common Stock held by the Company. (l) Directly from The Company shall obtained the gross proceeds approval of the First Closing held in escrow its board of directors and a majority of its outstanding shares of capital stock (voting as separate classes, if required by applicable law) to increase its authorized common stock to a number mutually acceptable to the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s)Investor. (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the Buyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Dates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Dates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates regarding the representation contained in Section 3(c) above. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP in a form satisfactory to the Buyer(s). (f) The Company shall have provided to the Buyer(s) a Certificate certificate of Good Standing good standing from the Secretary secretary of State state from the state in which the Company company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ih) 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 's transfer agent. (ji) The Company shall have provided to the Buyer(s) Investor an acknowledgement, to the satisfaction of the Buyer(s)Investor, from ▇. ▇▇▇▇▇▇▇ & Associates ▇▇▇▇▇▇▇ as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (kj) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s 's interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (l) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s). (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the Buyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Dates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Dates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates regarding the representation contained in Section 3(c) above. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇ LLP in a form satisfactory to the Buyer(s). (f) The Company shall have provided to the Buyer(s) a Certificate certificate of Good Standing good standing from the Secretary secretary of State state from the state in which the Company company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ih) 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 's transfer agent. (ji) The Company shall have provided to the Buyer(s) an acknowledgement, to the satisfaction of the Buyer(s), from ▇. ▇▇▇▇▇▇▇▇ & Associates Company, P.C. as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (kj) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s 's interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (l) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s). (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the Buyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Dates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Dates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates regarding the representation contained in Section 3(c) above. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from Kirkpatrick & Lockhart, LLP in a f▇▇▇ ▇▇▇▇▇▇▇cto▇▇ ▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP in a form satisfactory to the e Buyer(s). (f) The Company shall have provided to the Buyer(s) a Certificate of Good Standing from the Secretary of State from the state in which the Company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (i) 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 's transfer agent. (j) The Company shall have provided to the Buyer(s) an acknowledgement, to the satisfaction of the Buyer(s), from ▇. C. Walker & Associates as to its a▇▇▇▇▇▇ & Associates as to its ability to ▇▇ provide all consents required in order to file a registration statement in connection with this transaction. (k) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s 's interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement and provided proof of such filing to the Buyer(s). (l) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s 's and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s). (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s 's and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, Agreement and delivered the same to the Buyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Dates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Dates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates regarding the representation contained in Section 3(c) above. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from Kirkpatrick & Lockhart, LLP in a fo▇▇ ▇▇▇▇▇▇▇▇tor▇ ▇▇ ▇▇▇ & ▇▇▇▇▇▇▇▇, LLP in a form satisfactory to the Buyer(s). (f) The Company shall have provided to the Buyer(s) a Certificate of Good Standing from the Secretary of State from the state in which the Company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ih) 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 's transfer agent. (ji) The Company shall have provided to the Buyer(s) an acknowledgement, to the satisfaction of the Buyer(s)Investor, from ▇. ▇▇▇Gordon, Hughes and Banks LLP as to ▇▇▇ & Associates as to its ability to ▇▇il▇▇▇ ▇▇ provide all consents required in order to file a registration statement in connection with this transaction. (kj) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s 's interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement and provided proof of such filing to the Buyer(s). (l) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s). (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures Notes at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (ai) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, Transaction Documents and delivered the same to the Buyer(sPlacement Agent (on behalf of the Buyers). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (cii) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates 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 DatesDate. If requested The Company shall have obtained and delivered to the Placement Agent (on behalf of the Buyers) any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Convertible Notes and the consummation of the other transactions contemplated by the BuyerTransaction Documents, all of which shall be in full force and effect. The Placement Agent (on behalf of the Buyer Buyers) shall have received a certificate, executed by the President of the Company, dated as of the Closing DatesDate, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer Placement Agent (on behalf of the Buyers), including, without limitation limitation, an update as of the Closing Dates Date regarding the representation contained in Section 3(c) above. (diii) The Company shall have executed and delivered to the Buyer(sPlacement Agent (on behalf of the Buyers) the Convertible Debentures Notes in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached the signature pages affixed hereto. (eiv) The Buyer(s) shall have received an opinion of counsel from ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP in a form satisfactory to the Buyer(s). (f) The Company shall have provided to the Buyer(s) a Certificate of Good Standing from the Secretary of State from the state in which the Company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible DebenturesNotes and the exercise of the Warrants, sufficient shares of Common Stock to effect the conversion of all of the Conversion Shares then outstandingConvertible Notes’ and the exercise of all Warrants. (iv) The Irrevocable Transfer Company shall have delivered to the Placement Agent Instructions(on behalf of the Buyers) a certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Convertible Notes, certifying the current versions of the Articles of Incorporation and By-laws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. The foregoing certificate shall only be required to be delivered on the first Closing Date, unless any information contained in the certificate has changed. (vi) The Buyer(s) shall have received an opinion from the Company’s counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Placement Agent. (vii) The Placement Agent shall have completed all legal due diligence on UFood, to the extent reasonably satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agentPlacement Agent. (jviii) The Company UFood shall have provided performed and complied in all material respects with all agreements, covenants and conditions to the Buyer(s) an acknowledgement, to the satisfaction of the Buyer(s), from ▇. ▇▇▇▇▇▇ & Associates as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (k) The Company shall have filed a form UCC-1 or such other forms as may be closing required to perfect be performed and complied by it under the Buyer’s interest in the Pledged Property and Pledged Collateral as detailed in the Security Bridge Loan Agreement and provided proof of such filing to the Buyer(s). (l) Directly from the gross proceeds of the First Closing held in escrow between the Company shall satisfy all debts owed to any secured parties which and UFood, unless such agreements, covenants and conditions have Form UCC-1’s and/or perfected interests in any and all of the assets of been waived by the Company ahead of under the Buyer(s). (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Bridge Loan Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the Buyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Dates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Dates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates regarding the representation contained in Section 3(c) above. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from Kirkpatrick & Lockhart, LLP in a f▇▇▇ ▇▇▇▇▇▇▇cto▇▇ ▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP in a form satisfactory to the e Buyer(s). (f) The Company shall have provided to the Buyer(s) a Certificate of Good Standing from the Secretary of State from the state in which the Company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ih) 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 's transfer agent. (ji) The Company shall have provided to the Buyer(s) an acknowledgement, to the satisfaction of the Buyer(s), from ▇. Salberg & Co. as to its ability to ▇▇▇▇▇▇ & Associates as to its ability to provide ▇e all consents required in order to file a registration statement in connection with this transaction. (kj) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s 's interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement and provided proof of such filing to the Buyer(s). (l) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s). (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer(s) at any time in its sole discretion: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the Buyer(s). (b) The Common Stock Buyer(s) shall be have received a Guaranty Agreement from iVoice Inc. (c) iVoice Inc., shall have filed an information statement changing Ivoice Inc.'s par value to $0.0001 per share and increasing their number of shares authorized to 5,000,000,000, and has filed a post effective amendment or registration statement increasing the number of shares registered for quotation on the OTCBBEquity Line of Credit with Cornell Capital Partners, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBBLP dated June 11, 2002. (cd) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates 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 DatesDate. If requested by the Buyer, the The Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing DatesDate, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates Date regarding the representation contained in Section 3(c) above. (de) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP in a form satisfactory to the Buyer(s). (f) The Company shall have provided to the Buyer(s) a Certificate of Good Standing from the Secretary of State from the state in which the Company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ig) The Upon the Company obtaining a transfer agent, but in no event two (2) days from the date thereof, the Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the BuyerBuyer(s), shall have been be delivered to and acknowledged in writing by the Company’s 's transfer agent. (jh) The Company shall have provided to the Buyer(s) Investor an acknowledgement, to the satisfaction of the Buyer(s)Investor, from ▇. ▇▇▇▇▇▇ & Associates Mendlowitz, Weitsen, LLP, CPA, the accountant to the Company, as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (ki) The Company shall have filed provided the Investor an opinion of counsel from McCarter & English, LLP in a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement and provided proof of such filing acceptable to the Buyer(s)Investor. (l▇) Directly ▇▇▇ Company shall have provided the Investor a certificate of good standing from the gross proceeds secretary of state from the First Closing held in escrow state within which the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s)is incorporated. (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the Buyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Dates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Dates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates regarding the representation contained in Section 3(c) above. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from Sichenzia Ross Friedman Ference LLP ▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP in a form satisfactory ry to the Buyer(s). (f) The Company shall have provided to the Buyer(s) a Certificate certificate of Good Standing good standing from the Secretary secretary of State state from the state in which the Company company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ih) 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 's transfer agent. (ji) The Company shall have provided to the Buyer(s) Investor an acknowledgement, to the satisfaction of the Buyer(s)Investor, from ▇. ▇▇▇▇▇▇ & Associates HJ Associates, LLC as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (kj) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s 's interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (l) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s). (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the Buyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Dates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Dates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates regarding the representation contained in Section 3(c) above. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP the Company's counsel in a the form satisfactory to the Buyer(s).attached hereto as Exhibit E. (f) The Company shall have provided to the Buyer(s) a Certificate certificate of Good Standing good standing from the Secretary secretary of State state from the state in which the Company company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ih) 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 's transfer agent. (ji) The Company shall have provided to the Buyer(s) Buyer an acknowledgement, to the satisfaction of the Buyer(s), Buyer from ▇. ▇▇▇▇▇▇ & Associates _______ as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (kj) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s 's interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (lk) Directly from With respect to the gross proceeds of the First Closing held in escrow Second Closing, the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s). (m) Simultaneously filed a registration statement with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all SEC pursuant to the Investor Registration Rights Agreement of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interestseven date herewith. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the Buyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Dates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Dates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates regarding the representation contained in Section 3(c) above. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP counsel to the Company in a form satisfactory to the Buyer(s). (f) The Company shall have provided to the Buyer(s) a Certificate certificate of Good Standing good standing from the Secretary secretary of State state from the state in which the Company company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ih) 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. (ji) The Company shall have provided to the Buyer(s) Buyer an acknowledgement, to the satisfaction of the Buyer(s)Buyer, from W▇. ▇▇▇▇▇▇ & Associates W▇▇▇▇▇▇, ▇.▇. as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (kj) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (l) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s). (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (a) The Company shall have executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the Buyer(s). (b) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved the OTCBB. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Dates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Dates, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Dates regarding the representation contained in Section 3(c) above. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of counsel from ▇▇▇▇▇▇▇▇▇▇▇ Anslow & ▇▇▇▇▇▇▇▇, Jacklin LLP in a form satisfactory to the Buyer(s). (f▇) The Company shall have provided to the Buyer(s) a Certificate certificate of Good Standing good standing from the Secretary secretary of State state from the state in which the Company company is incorporated. (g) Prior to the Second Closing the Company shall have increased its shares of authorized Common Stock from 5,000,000,000 to at least 20,000,000,000. (h) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ih) 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 's transfer agent. (ji) The Company shall have provided to the Buyer(s) Investor an acknowledgement, to the satisfaction of the Buyer(s)Investor, from ▇. ▇▇▇▇▇▇ Russell & Associates Atkins, LLC as to its ability to provide all consents required in ▇▇▇▇▇red ▇▇ order to file a registration statement in connection with this transaction. (kj) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s 's interest in the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (l) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all debts owed to any secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s). (m) Simultaneously with the First Closing all secured parties which have Form UCC-1’s and/or perfected interests in any and all of the assets of the Company ahead of the Buyer(s) shall file releases of their respective interests. (n) Upon the funding of the First Closing, the Buyer(s) shall have assumed a first priority perfected interest in the Pledged Property and Pledged Collateral as defined in the Security Agreement. (o) Directly from the gross proceeds of the First Closing held in escrow the Company shall satisfy all indebtedness on Small Business Association loans and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners Ltd. and New Millennium Capital Partners II, LLC.