NOTE AND RESTRICTED STOCK PURCHASE AGREEMENT

EXHIBIT 10.1

NOTE AND RESTRICTED STOCK PURCHASE AGREEMENT

This NOTE AND RESTRICTED STOCK PURCHASE AGREEMENT (the " Agreement ") is made and entered into as of January 13, 2009 by and between CelLynx Group, Inc. , a Nevada corporation (the " Company "), and Jay Tandon  (the " Lender ").

The Note and the Restricted Stock are sometimes referred to herein as the “ Securities .”

In connection with this subscription, Lender and the Company agree as follows:

1.  Purchase of Note and Restricted Stock.  The Lender hereby irrevocably agrees, represents and warrants with, to and for the benefit of the Company, that such Lender is executing this Agreement in connection with a loan made to the Company by Lender in the amount of US $100,000 in consideration of (i) an Unsecured Convertible Promissory Note in the form attached hereto as Exhibit A in the principal amount of US $100,000 convertible into common stock of the Company at a conversion price of $0.20 per share (the “ Note ”), and (ii) 50,000 shares of restricted common stock of the Company (the “ Restricted Stock ”).

The Lender hereby represents and warrants to the Company as of the date hereof:

1.  Place of Business . The principal place of business address set forth below is such Lender's true and correct principal place of business.

2.  Sale or Transfer of the Securities.  The Lender understands that the Securities have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or under the laws of any other jurisdiction. The Lender understands and agrees that transfer or sale of the Securities may be restricted or prohibited unless they are subsequently registered under the Securities Act and, where required, under the laws of other jurisdictions or an exemption from registration is available. The Lender will not offer, sell, transfer or assign the Securities or any interest therein in contravention of this Agreement, the Securities Act or any other law. The Lender understands and acknowledges that, because of the substantial restrictions on the transferability of the Securities, it may not be possible for the Lender to sell the Note, the underlying shares thereof, or the Restricted Stock readily, even in the case of an emergency.

3.  Representation of Accredited Investor Status, Investment Experience and Ability to Bear Risk . Lender acknowledges that the Offering has not been registered with the United States Securities and Exchange Commission because the Company is relying on an exemption from registration under Section 4(2) of the Securities Act, and Regulation D and/or Regulation S promulgated thereunder. Lender   believes that at the time of the sale of the Securities to Lender, Lender (or, if Lender is a corporation, limited liability company or trust, each of its equity owners) qualifies as an "accredited investor" (as defined under Rule 501 of Regulation D promulgated under the Securities Act).

In addition, Lender is knowledgeable and experienced with respect to the financial and business activities contemplated by the Company and is capable of evaluating the risks and merits of investing in the Securities and, in making a decision to proceed with this loan, has not relied upon any representations, warranties or agreements, other than those set forth in this Agreement.

4.  Own Advice . In connection with the Lender's loan to the Company, the Lender has carefully considered and has, to the extent the Lender believes such discussion necessary, discussed with the Lender's professional legal, tax and financial advisers (the " Investment Advisors ") the suitability of making the Loan pursuant to this Agreement for the Lender's particular tax and financial situation and the Lender has determined that the Securities are a suitable investment for the Lender.

5.  Risks . The Lender represents and warrants that the Lender is aware that the Securities involve a substantial degree of risk of loss of the Lender's entire investment and that there is no assurance of any income from the Lender's investment. The Lender further represents that the Lender is relying solely on the Lender's own conclusions or the advice of the Lender’s Investment Advisors with respect to tax aspects of any investment in the Securities. The Lender further represents that it has read and reviewed the Company’s filings made with the United States Securities and Exchange Commission available online at www.sec.gov.

6.  Inquiries/Non-solicitation . The Lender and its Investment Advisors have been given access to, and prior to the execution of this Agreement, have been provided with an opportunity to ask questions of, and receive answers from, the Company officers concerning the Company, and to obtain any other information which the Lender and the Lender's Investment Advisors required with respect to the Company and an investment in the Company in order to evaluate such investment and verify the accuracy of all information furnished to the Lender and its Investment Advisors regarding the Company. All such questions, if asked, were answered satisfactorily and all information or documents provided were found to be satisfactory. Neither the Lender nor its Investment Advisors have been furnished any offering literature on which they have relied on other than this Agreement and the Lender and its Investment Advisors have relied only on this Agreement. At no time was the Lender presented with or solicited by any leaflet, public promotion meeting, newspaper or magazine article, radio or television advertisement or any other form of general advertising or general solicitation.

7.  Authority . The Lender is authorized and has full right and power to purchase the Securities and to perform the Lender's obligations pursuant to the provisions of this Agreement; the person signing this Agreement and any other instrument executed and delivered herewith on behalf of such Lender has been duly authorized by such entity and has full power and authority to do so. If the Lender is a corporation, partnership, unincorporated association or other entity, the person signing this Agreement has the legal capacity to authorize, deliver and be bound by this Agreement and to take all actions required pursuant hereto and further certifies that all necessary approvals of directors, shareholders or otherwise have been given and obtained; and if the Lender is an individual, is of the full age of majority in the jurisdiction in which the Lender is resident and is legally competent to execute, deliver and be bound by this Agreement and take all action pursuant hereto.

8.  No Default . The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby will not conflict with, or result in any violation of or default pursuant to, any provision of any governing instrument applicable to the Lender, or any agreement or other instrument to which the Lender is a party or by which the Lender or any of the Lender's properties are bound or any permit, franchise, judgment, decree, statute, rule or regulation applicable to the Lender or any of the Lender's business or properties.

9.  Purchase Entirely For Own Account . This Agreement is made with the Lender in reliance upon the Lender's representations to the Company, which by the Lender's execution of this Agreement, the Lender hereby confirms, that the Securities issuable to the Lender will be acquired for investment for the Lender's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Lender has no present intention of selling, granting any participation in, or otherwise distributing the same. The Lender represents and warrants that the Lender has no contract, understanding, agreement or arrangement with any person to sell or transfer or pledge to such person or anyone else any of the Securities for which the Lender hereby subscribes (in whole or in part) or any interest therein; and the Lender represents and warrants that the Lender has no present plans to enter into any such contract, undertaking, agreement or arrangement.

The Lender represents and warrants that the funds which will be advanced by the Lender hereunder will not represent proceeds of crime and the Lender acknowledges that the Company may in the future be required by law to disclose the Lender's name and other information relating to this Agreement and the Lender's subscription hereunder, on a confidential basis, and to the best of the Lender's knowledge (i) none of the subscription funds to be provided by the Lender (a) have been or will be derived from or related to any activity that is deemed criminal under the laws of the United States of America, or any other jurisdiction, or (b) are being tendered on behalf of a person or entity who has not been identified to the Lender, and (ii) it shall promptly notify the Company if the Lender discovers that any of such representations ceases to be true, and to provide the Company with appropriate information in connection therewith.

10.            Acknowledgments .  The Lender acknowledges that: