SECURITIES PURCHASE AGREEMENT

Exhibit 10.12 SECURITIES PURCHASE AGREEMENT               THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is dated as of September 22, 2008, by and among Thor United ("Thor") and Berkshire International Finance ("Berkshire") (collectively the “Sellers” and each, individually a “Seller”), Harborview Master Fund, LP ("Purchaser"),  Axion International Holdings, Inc., a Colorado corporation, having its principal place of business at 665 Martinsville Road, Suite 219, Basking Ridge, New Jersey 07928 (the “Company”) and Feldman Weinstein & Smith LLP (the "Escrow Agent").   WHEREAS, the Sellers are holders of the Company’s 13% Secured Convertible Debentures in the aggregate principal amount of $600,000 due <?xml:namespace prefix = st1 ns = "urn:schemas-microsoft-com:office:smarttags" />March 30, 2009 with a conversion price as of the date hereof equal to $0.40, subject to adjustment therein (the “Debentures”).   WHEREAS, Sellers desire to sell to Purchaser and Purchaser desires to purchase from Sellers $325,000 principal amount of the Debentures, together with a six month option to purchase an additional aggregate of $275,000 principal amount of Debentures from the Sellers, on the basis of the representations, warranties and agreements contained in this Agreement, and upon the terms but subject to the conditions set forth herein.   WHEREAS, Sellers desire to assign to Purchaser and Purchaser desires to assume from Sellers, all of their rights as a holder of the Debentures.   NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties hereto agree as follows:   Section 1.  Purchase and Option of Debentures and Option.                          (a)            Purchase and Sale.  Sellers hereby agree to sell to Purchaser, and Purchaser agrees to purchase from Sellers, an aggregate of $325,000 principal amount of the Debentures, of which Thor will sell $225,000 principal amount and Berkshire shall sell $100,000 principal amount (“Purchased Debentures”).  The aggregate purchase price for the Purchased Debentures shall be $487,500 (the "Purchase Price").                          (b)            Conversion of Purchased Debentures.  Subject to and conditioned upon the Company and Sellers complying with all of their obligations hereunder, the Purchaser hereby agrees to convert the Purchased Debentures into 812,500 shares of common stock of the Company (“Common Stock” and such shares, the “Converted Shares”).  On the Closing Date (as defined below), the Company shall deliver the Converted Shares electronically and free of legend or resale restrictions to the Purchaser through The Depository Trust Company (“DTC”) to ________________, Account Number ___________, account name: ________________.                          (c)            Issuance of New Debenture.  As additional consideration to the Purchaser, and because the Company shall directly and indirectly benefit from the transactions contemplated hereunder, and as a material inducement for the Purchaser to enter into this Agreement, the Company shall issue to the Purchaser a convertible debenture with a principal amount equal to $162,500, a conversion price equal to $1.50, otherwise in the form of the Debentures as amended in accordance with this Agreement (the “New Debenture”).                          (d)            Closing.  The date and time of the Closing (the "Closing Date") shall be 10:00 a.m., New York City time, on the date all of the conditions set forth in Section 2 hereof are satisfied, (or such other time as the parties may agree) after notification of satisfaction or waiver of the conditions to the closing set forth in Section 2 below at the office of the Escrow Agent.                          (e)            Form of Payment.  On the Closing Date, each of the Sellers and Purchaser shall instruct the Escrow Agent to transfer to each Seller that part of the aggregate Purchase Price set forth opposite such Seller’s name on column (7) of the Securities Schedule attached hereto for the Purchased Debentures by wire transfer of immediately available funds in accordance with each Seller’s written wire instructions.   1

                       (f)            Grant of Option.  The Sellers hereby grant to the Purchaser an option (the “Option”) to purchase all or any part of the balance of the Debenture with an aggregate principal amount of $275,000 outstanding (“Remaining Debentures”) for a purchase price (the “Option Price”) equal to, in the aggregate for the entire Remaining Debentures (pro-rata if partial exercise) of $423,076 together with interest accrued thereon as of the Exercise Date (as defined below).  The Option shall be exercisable from the date hereof until April 1, 2010 (the “Option Period”).  The Option shall be exercised by written notice (the “Exercise Notice”) by the Purchaser to the Sellers by overnight delivery of such notice within the Option Period.  If the Purchaser exercises the Option in part, each Seller’s obligation to transfer the Remaining Debenture hereunder shall be pro-rata to the other Seller.  “Exercise Date” shall mean the date the Exercise Notice is deposited with a nationally recognized overnight courier for next business day delivery to the Sellers.  Subject to the delivery of the Option Price as set forth below, for all purposes, the assignment of the Remaining Debentures covered by the Exercise Notice shall be deemed to have occurred on the Exercise Date, and Purchaser shall be deemed to be the holder and beneficial owner of such Remaining Debentures as of the Exercise Date.  During the Option Period, the Sellers shall not convert, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Sellers or any affiliate of the Sellers or any person in privity with the Sellers or any affiliate of the undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended (“Exchange Act”), with respect to, any Remaining Debentures or shares underlying the Remaining Debentures  Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act.                  (g)                        Escrow.                  (i)         Purchaser and the Sellers hereby appoint the Escrow Agent to serve in such capacity hereunder.  Simultaneously with the execution and delivery of this Agreement, Purchaser, shall promptly cause a wire transfer of immediately available funds (U.S. dollars) in an amount representing the Purchase Price, to be paid to an escrow account of the Escrow Agent set forth on Exhibit A attached hereto (the aggregate amounts received being held in escrow by the Escrow Agent are referred to herein as the “Escrow Amount”).  Simultaneously with the execution and delivery of this Agreement, Sellers shall promptly deliver to the Escrow Agent the Debentures and at least five undated stock powers duly manually endorsed for transfer in blank (the "Stock Powers") and the Company shall deliver to Escrow Agent the New Debentures registered in the name of the Purchaser and the instructions to the Company’s transfer agent (Computershare) to deliver the Converted Shares pursuant to Section 1(b).  The Escrow Agent shall hold the Escrow Amount, Debentures, New Debentures and Stock Powers in escrow in accordance with Section 1(g)(ii) and (iii) below.  The Company expressly waivers and requirement that the stock powers contain any signature guarantee or other third-party evidence of authenticity, and agrees to accept the same from the Escrow Agent “as-is” as delivered to the Escrow Agent by the Sellers.                 (ii)        The Escrow Agent shall hold the Escrow Amount, the Stock Powers, the Debentures and the New Debentures delivered to the Escrow Agent pursuant to Section 1(g)(i) of this Agreement, in escrow in accordance with and subject to this Agreement until the receipt of written instructions signed by the Sellers, the Purchaser and the Company that the conditions to the Closing have been satisfied (the "Release Instructions").  Upon receipt of the Release Instructions, the Escrow Agent shall release to Sellers that part of the Escrow Amount constituting the Purchase Price set forth opposite Sellers’ name on column (7) of the Securities Schedule attached hereto in accordance with written wire transfer instructions received from Sellers, and shall release to Purchaser the New Debenture.  The Escrow Agent shall deliver the Debentures to the Company and the Company will cancel the Purchased Debentures and re-issue certificates for the Remaining Debentures back to the Escrow Agent.   Upon notice (the "Delivery Confirmation") from the Escrow Agent that the Escrow Amount, the Debentures, the New Debentures and  the Stock Powers have been delivered to the Escrow Agent, the Purchaser together with the Sellers and the Company shall deliver the Release Instructions.  If Purchaser fails to deliver the Release Instructions to the Escrow Agent within 3 business days after delivery by the Escrow Agent to Purchaser of the Delivery Confirmation, the Sellers may, at their option, direct the Escrow Agent to deliver to the Sellers the Stock Power and the Debentures and if the Sellers deliver such instruction, contemporaneously with the delivery of the foregoing to the Sellers, the Escrow Agent shall deliver to Purchaser the Escrow Amount.  If the Sellers fail to deliver the Release Instructions to the Escrow Agent within 3 business days after the Escrow Agent has delivered the Delivery Confirmation to the Sellers, Purchaser may instruct the Escrow Agent to deliver to the Purchaser the Escrow Amount and if Purchaser delivers such instruction, contemporaneously with the delivery of the foregoing to Purchaser, the Escrow Agent shall deliver to the Sellers the Stock Power and the Debentures.   (iii)       Upon delivery of an Exercise Notice to the Sellers, the Purchaser shall deliver a copy of such notice to the Escrow Agent and deliver the Option Price for the Remaining Debenture covered by such Exercise Notice to the Escrow Agent in United States Dollars in immediate available funds within three (3) business days following the Exercise Date.  Upon receipt of an Exercise Notice, the Escrow Agent shall submit the Remaining Debentures to the Company and the Company shall re-issue a certificate for the Remaining Debentures covered by the Exercise Notice registered in the name of the Purchaser, free and clear of any claim, pledge, charge, lien and any other encumbrance whatsoever, and re-issue the balance of the Remaining Debentures, if any, in the name of the Sellers.  Upon receipt by the Escrow Agent of the Remaining Debentures subject to the Exercise Notice registered in the name of the Purchasers, the Escrow Agent shall release the Remaining Debentures so purchased to the Purchaser and the Option Price to the Sellers.  The exercise of the Option shall be applied pro-rata to Sellers according to the outstanding principal amount of Remaining Debentures then held by the Sellers.  Following the Option Period, provided that the Escrow Agent has received no Exercise Notice during such period unless such Exercise Notices were honored in full, the Escrow Agent shall return the balance of the Remaining Debentures not subject to an Exercise Notice to the Sellers.   (iv)       It is expressly understood that the Escrow Agent acts hereunder as an accommodation to the Purchaser and the Sellers and as a depository only and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any instrument deposited with it, or for the form of execution of such instruments or for the identity, authority or right of any person executing or depositing the same or for the terms and conditions of any instrument pursuant to which the Escrow Agent or the parties may act.    (v)        The Escrow Agent shall no have duties or responsibilities except those set forth in this Agreement and shall incur no liability, other than by its own gross negligence, willful misconduct or fraud, in acting upon any signature, notice, request, waiver, consent, receipt or other paper or document believed by the Escrow Agent to be genuine, and the Escrow Agent may assume that any person purporting to give it any notice on behalf of any party in accordance with the provisions hereof has been duly authorized to do so.  The Purchaser and the Sellers acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement and shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care beyond what Escrow Agent gives its own similar property. The Purchaser and the Sellers hereby jointly and severally agree to indemnify and save the Escrow Agent harmless from and against any and all loss, damage, claims, liabilities, judgments and other costs and expenses of every kind and nature which may be incurred by the Escrow Agent (including attorneys' fees) by reason of its acceptance of, and its performance under, this Agreement unless caused by the gross negligence, willful misconduct or fraud of the Escrow Agent.  Absent the Escrow Agent's gross negligence, willful misconduct or fraud, the Escrow Agent shall be automatically released from all responsibility and liability under this Agreement upon the Escrow Agent's distribution of the Escrow Amount and the Purchased Preferred Shares and the Purchased Warrants in accordance with the provisions of this Agreement.   (vi)       This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement.   (vii)      The Sellers and the Company acknowledge that Escorw Agent represents the Purchaser on other legal matters and has represented the Purchaser in connection with this Agreement, and each the Sellers and the Company expressly waive any actual or potential conflict of interest which may be caused by such representation or such dual roles of the Escrow Agent.   (viii)     The provisions of this Section 1(g) shall survive any termination of this Agreement.   2

Section 2.  Closing Conditions                          (a)            Conditions to Seller's Obligation to Sell.               The obligation of Sellers hereunder to sell the Debentures to Purchaser on the Closing Date is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided , that these conditions are for Sellers’ sole benefit and may be waived by the Sellers at any time in its sole discretion by providing Purchaser with prior written notice thereof:               (i)         Contemporaneously with the Closing, the Purchaser shall have delivered to the Escrow Agent that part of the aggregate Purchase Price set forth opposite each Seller's name on column (7) of the Securities Schedule attached hereto by wire transfer of immediately available funds pursuant to wire instructions provided by such Seller.   (ii)        The representations and warranties of Purchaser shall be true and correct in all material respects (other than representations and warranties that are already qualified by materiality which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true as of such specified date), and Purchaser 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 Purchaser at or prior to the Closing Date.                         (b)            Conditions to Purchaser's Obligation to Purchase.               The obligation of Purchaser hereunder to purchase the Debentures on the Closing Date is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided, that these conditions are for Purchaser's sole benefit and may be waived by Purchaser at any time in its sole discretion by providing Seller with prior written notice thereof:               (i)         On or prior to the Closing Date, Sellers shall have delivered to the Escrow Agent the Stock Power and the D