SECURITIES PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (“ Agreement ”) is made by and between Axion International Holdings, Inc., a Colorado corporation (the “ Company ”), and the Purchaser set forth on the signature page affixed hereto (the “ Purchaser ”).

A.           The Company is offering (the “ Offering ”) up to 2,500,000 shares of the Company’s Common Stock, without par value (the “ Common Stock ”), at a price per share of Eighty-eight cents ($.88) per share;

B.           The Offering is made on a best effort basis with no minimum number of shares required to be sold, to Accredited Investors (as defined below) in reliance upon the exemption from securities registration afforded by Section 4(2) under the Securities Act of 1933, as amended (“ 1933 Act ”), and the provisions of Regulation D (“ Regulation D ”), as promulgated by the U.S. Securities and Exchange Commission (the “ SEC ”) under the 1933 Act; and

C.           By executing this Agreement, the Purchaser has agreed to purchase, and the Company upon counter-execution of this Agreement will agree to sell and issue to the Purchaser, upon the terms and subject to the conditions stated in this Agreement, such number of shares of the Company’s Common Stock (the “ Shares ”) as set forth on the signature page affixed hereto.

NOW, THEREFORE, In consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.   Definitions .  In addition to those terms defined above and elsewhere in this Agreement, for the purposes of this Agreement, the following terms shall have the meanings here set forth:

  “ Accredited Investor ” shall have the meaning assigned to such term in Rule 501(a) of Regulation D, a copy of which is attached hereto as Exhibit A .

  “ Affiliate ” means, with respect to any Person, any other Person which directly or indirectly controls, is controlled by, or is under common control with, such Person, where “ control ” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

  “ Agreements ” means this Agreement and any other agreement entered into, now or in the future, by the Company in connection with this Agreement or any of the other Agreements.

1.3.  “ Closing ” means the consummation of the purchase and sale of the  Shares.

1.4. “ Material Adverse Effect ” means a material adverse effect on the (i) condition (financial or otherwise), business, assets or results of operations of the Company; (ii) ability of the Company to perform any of its material obligations under the terms of the Agreements; or (iii) material rights and remedies of a Purchaser under the terms of the Agreements.

1.5. “ Person ” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, pool, syndicate, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

1.6.  “ 1934 Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

3.            Subscription Procedure .  In order to subscribe for the Shares, the Purchaser shall deliver to the Company (a) the signature page to this Agreement executed by the Purchaser with all blanks properly completed, indicating the number of Shares subscribed for, and (b) the aggregate Purchase Price for such Shares.  On delivery of the executed signature page by the Purchaser, the Purchaser will become bound by the terms of the Agreement, and unless otherwise required by applicable securities laws, the Agreement will not be revocable by the Purchaser.  Thereafter if the Company elects, in its sole and absolute discretion, to accept the Purchaser’s subscription for such shares, the Company shall execute this Agreement and deliver its signature page, together with a certificate for the number of shares being purchased by the Purchaser.  The Closing shall be deemed to have occurred upon the delivery of such Shares by the Company to the Purchaser.

4.            Representations and Warranties of the Company .  Except as disclosed in the Company’s SEC Filings (as defined below), the Company hereby represents and warrants to the Purchases that:

4.1.            Organization, Good Standing and Qualification . The Company is a corporation validly existing and in good standing under the laws of Colorado and has all requisite corporate power and authority to carry on its business as now conducted and own its properties.  The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or licensing necessary unless the failure to so qualify would not result in a Material Adverse Effect.

4.2.            Authorization .  The Company has full corporate power and authority and has taken all requisite action on the part of the Company necessary for (i) the authorization, execution and delivery of the Agreements, (ii) authorization of the performance of all obligations of the Company hereunder and thereunder, and (iii) the authorization, issuance (or reservation for issuance) and delivery of the Shares. The Agreements constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally and general principles of equity that restrict the availability of equitable or legal remedies.

4.3.            Valid Issuance .  As of the Closing, the Company has reserved a sufficient number of shares of Common Stock for the issuance of the Shares. The Shares are duly authorized and, when issued in accordance herewith, will be validly issued, fully paid, non-assessable and free and clear of all encumbrances and restrictions imposed by or through the Company, except for restrictions on transfer imposed by applicable securities laws.

4.4.            Consents .  The execution, delivery and performance by the Company of the Agreements and, subject to the truth and accuracy of the representations made by the Purchaser in this Agreement, the offer, issuance and sale of the Shares to the Purchaser, require no consent of, action by or in respect of, or filing with, any Person, agency, or official and filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws.

4.5.            SEC Filings; Business .   The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to or on the date hereof and all registration statements and exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the " SEC Filings ").  As of the date of filing of such SEC Filings, each such SEC Filing, as it may have been subsequently amended by filings m