SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (“Agreement”), dated as of the __ day of December, 2008, is entered into by and between ________________, a Delaware limited liability company (“Purchaser”) and the entities or individuals contained on Schedule A attached hereto (“Seller” or “Sellers”).

WHEREAS, Seller owns and wishes to sell and transfer to Purchaser the shares (“Shares”) and/or notes (“Notes”) set for opposite Sellers name on Schedule A.  (collectively the Shares and Notes shall be referred to as “Securities”).  

WHEREAS as a material part of this agreement, and as a specific condition to Purchaser’s obligation to purchaser the Securities, Sellers and Purchaser have entered into a series of Indemnification Agreements (“Indemnification Agreement”), in substantially the same form as attached hereto as Exhibit B whereby Sellers and Issuer make certain representations, warranties, covenants and agreements with regard to the Securities and the Issuer and Sellers agree to indemnify and hold Purchaser harmless for any damages arising from the breach of such representations, warranties, covenants and agreements as contained in such Indemnification Agreement.

WHEREAS , Purchaser and Seller intend this Agreement and the Indemnification Agreement to be interpreted as a single fully integrated agreement.

NOW, THEREFORE, in consideration of the foregoing and mutual covenants set forth below, the parties hereto agree as follows:

1.           PURCHASE AND SALE OF THE SHARES AND THE NOTE

1.1            Purchase Price .  The aggregate purchase price for the Securities is as set forth each respective Sellers name as contained on Schedule A  (the “Purchase Price”) .

1.3            Transfer of Title .  The sale, assignment, conveyance, transfer, and delivery by Seller of the Securities shall be made by delivering (x) stock certificate(s) representing the Shares, together with one or more medallion guaranteed stock powers duly endorsed to Purchaser and (y) an assignment and endorsement to Purchaser of the Note, the form of which is attached hereto as Exhibit A.

1.4            Closing .  The closing of the purchase and sale of the Securities, and the payment by Purchaser of the Purchase Price (the “Closing”) shall take place on or before December __, 2008, at the offices of the Issuers office, or as counsel for the parties otherwise may agree, subject to the satisfaction of the Closing Conditions (hereinafter defined) having been satisfied or waived by the Purchaser. At the Closing, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto and the Seller shall transfer title to the Securities to the Purchaser.  Upon satisfaction or waiver by the applicable party of the covenants and conditions contained in the Representation and Warranty Agreement , the Closing shall occur.

1.5            Deliveries .

(a)           On or prior to the Closing Date, the Seller shall deliver or cause to be delivered to the Purchaser the following:

(i)         this Agreement, the Indemnification Agreement and the Transaction Documents duly executed by  Seller;

(ii)        certificates by each Seller representing the Shares along with medallion guaranteed stock powers;

(iii)       Note payable to Seller in the amounts set forth opposite Sellers name on Schedule A along with endorsement by Seller as contained in Exhibit A.

 (b)           On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Seller the following:

(i)         this Agreement, the Indemnification Agreement and the Transaction Documents duly executed by the Purchaser; and

(ii)        the Purchase Price.

(c)           On or prior to the Closing Date, the Issuer shall deliver or cause to be delivered to Seller the following:

(i)         this Agreement, the Indemnification Agreement, and the Transaction Documents, duly executed by the Issuer;

(ii)        Certificate from the Issuer’s officers certifying compliance with the representations, warranties, covenants and conditions contained in Sections 2.2 and 4 of the Indemnification Agreement; and

(iii)       Letter from Issuer’s accountant a letter, dated the Closing Date, that on the basis of the limited review, not an audit, of the latest available accounting records of Issuer, consultations with Issuer and its agents, and other pertinent inquiries that he may deem necessary, it has no reason to believe that, during the period from August 31, 2008 to a specified date not more than five business days before the Closing Date, there was any change in the financial condition or results of operations of Issuer, except changes incurred in the ordinary and usual course of business during that period, that in the aggregate is not materially adverse, and other changes or transactions, if any, contemplated by this Agreement, and that the prior work product of the Issuer’s accountant is valid and may be relied upon by Purchaser’s accountant for purposes of drafting the Form 10-KSB for fiscal year ending February 28, 2009; and

1.6            Closing Conditions .

(a)           The obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met:

(i)         the accuracy in all material respects on the Closing Date of the representations and warranties of the Seller and the Issuer contained in this Agreement and the Indemnification Agreement;

(ii)        all obligations, covenants and agreements of the Seller and the Issuer required to be performed at or prior to the Closing Date shall have been performed;

(iii)       the delivery by the Seller and the Issuer of the items set forth in Sections 1.5(a) and 1.5(c) of this Agreement;

(v)        there shall be no injunction, restraining order or decree of any nature  of any court or government authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby;

(vi)       copies of the resignations of each of the directors and officers of the Issuer;

(vii)      completion of due diligence to its satisfaction which shall be determined in its sole and reasonable discretion;

(viii)     the form and substance of all certificates, instruments, opinions, and other documents delivered to Purchaser under this Agreement and the Transaction Documents shall be satisfactory in all respects to Purchaser and Purchaser’s counsel;

(ix)        there shall have been no Material Adverse Effect with respect to the Issuer since the date hereof; and

(x)         from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Issuer’s Principal Market (except for any suspension of trading of limited duration agreed to by the Issuer, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

(b)           The obligations of the Seller hereunder in connection with the Closing are subject to the following conditions being met:

(i)          the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchaser contained in the Representations and Warranties Agreement;

(ii)