SECURITIES PURCHASE AGREEMENT

EXHIBIT 10.3

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 19, 2009, by and among Terra Energy & Resource Technologies, Inc., a Delaware corporation (the “Company”), and the undersigned Investor (the “Investor”).

A.     The Company and the Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);

B.      Whereas the Company desires to sell, for the total purchase price of USD $100,000 (the “Purchase Price”), 10,000,000 units of the Company’s securities (the “Units”), with each Unit consisting of (i) one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and (ii) a common stock purchase warrant (a “Warrant”) to purchase a share of Common Stock (a “Warrant Share”) at an exercise price of $0.05 per share. The Warrants included in the Units shall be in substantially the form attached hereto as Exhibit A. The Units, together with the underlying Common Stock, the underlying Warrants, and the Warrant Shares are sometimes hereinafter referred to as the “Securities”.

C.      The Investor desires to purchase, and the Company desires to issue and sell to the Investor, upon the terms and conditions set forth in this Agreement, such amount of Units as set forth on the signature page of this Agreement;

NOW, THEREFORE, in consideration of the promises and the mutual representations and covenants hereinafter set forth, the Company and the Investor do hereby agree as follows:

a. Purchase of Units. On the Closing Date (as defined below), the Company shall issue and sell to the Investor, and the Investor agrees to purchase from the Company the Units at the Purchase Price.

b. Form of Payment. On or prior to the Closing Date, the Investor shall pay the full Purchase Price of the Units to be issued and sold to such Investor at the Closing by check or wire transfer of immediately available funds. All of such funds shall be paid by check payable to the Company or by wire transfer to:

c. Closing. The date of the sale of the Units (the “Closing”) pursuant to this Agreement shall be a date no later than March 20, 2009 or soon as practicable thereafter (the “Closing Date”), unless extended in a writing executed by the Company.

2.     INVESTOR REPRESENTATIONS AND WARRANTIES. The Investor represents and warrants to the Company that:

a. Investment Purpose. The Investor is purchasing the Units for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act.

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b. Accredited Investor Status. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D). The Investor has been represented by counsel and financial advisors of its choice in connection with this Agreement. The Investor has such knowledge and experience in business and financial matters that it has the capacity to protect its own interests in connection with this transaction and is capable of evaluating the merits and risks of an investment in the Units and making an informed investment decision. Investor acknowledges that an investment in the Securities pursuant to this Agreement is speculative and involves a high degree of risk. The Investor has adequate means of providing for the Investor’s current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Units for an indefinite period of time, has no need for liquidity in such investment, and can afford a complete loss of such investment. The Investor, if an individual, has adequate means of providing for the Investor’s current needs and personal and family contingencies and has no need for liquidity in its investment in the Units. The Investor understands that the following risk factors, among others, may affect the proposed business activities of the Company: the Company has limited assets; the Company has debts and loans outstanding; the Company expects to incur operating losses and net losses for the near-term as it incurs additional costs associated with implementing business strategy and developing products and services for commercial use; the Company intends to seek additional funding to support the development of its products and services, working capital, and capital expenditures; the limited experience of management in this particular field of business; the Company does not have a specific plan for the use of net proceeds of the funds it raises; the Company may use proceeds of funding to pay outstanding liabilities; the Investor will sustain an immediate and substantial dilution; the Company’s intended business is evolving and intensely competitive, and the Company expects competition to intensify in the future; the Company may be dependent on forming strategic alliances with other companies; the Company is dependent on innovative research and development; the Company’s intended business may be dependent on protection of proprietary technology and there can be no assurance that the Company owns or will own any technologies or will be able to protect such technologies; the Company is dependent on the capabilities of third party systems and third party advisors and consultants, including technical personnel; the Company’s business is subject to system failures and security breaches; the Company’s business may be affected by changes in government regulation of the Internet; and future advances in technology may make the Company’s proposed business activities obsolete.

c. Reliance on Exemptions. .The Investor understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Securities.

d. Independent Investigation. The Investor, in electing to subscribe for the Units, has conducted its own independent investigation of the Company. The Investor has carefully reviewed and understands the Company’s reports and filings made with the SEC (the “SEC Documents”). The Investor has had access to all the information necessary to make a fully informed investment decision. The Investor has had the opportunity to meet with representatives of the Company and to speak to such representatives by telephone to ask such questions and receive such other information about the Company as the Investor might desire. The Investor represents that it has had an opportunity to review all other documents, records, books and other information pertaining to the Investor’s investment in the Company that has been requested by the Investor, and has carefully reviewed the information provided. The Investor has been given no oral or written representations or assurances from the Company or any representation of the Company other than as set forth in this Agreement. The Investor understands that any forecasts, financial or otherwise, contain forward-looking information. The Investor understands that any forward-looking statements where prepared by management in good faith, and represent the current views, beliefs and expectations of the Company with respect to future events and financial performance and are not guarantees of future performance. The goals, objectives and general business strategies of the Company are subject to certain risks, uncertainties and assumptions that are difficult to predict, and therefore, actual results could differ from any such forward-looking statements as a result of factors which may not be within the Company’s control.

e. Governmental Review. The Investor understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

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f. Manner of Sale. The Investor acknowledges that it is not purchasing the Units as a result of any general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or at any seminar media or broadcast over radio or television or any seminar or meeting whose attendees were invited by general solicitation or general advertising.

g. Transfer or Resale. The Investor understands that: (i) except as provided for herein, the sale or re-sale of the Units, or any of the underlying securities, has not been and is not being registered under the 1933 Act or any applicable state securities laws, and any of the Securities may not be transferred unless (a) such securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Investor shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration to the reasonable satisfaction of the Company, (c) the securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Investor who agrees to sell or otherwise transfer the securities only in accordance with this Section 2(g) and who is an accredited investor, or (d) the securities are sold pursuant to Rule 144, and the Investor shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions to the reasonable satisfaction of the Company; (ii) any sale of such the securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such the securities under circumstances in which the Company (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to file to register such the securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the provisions herein).

h. Legends. The Investor understands that the Securities have not been registered under the 1933 Act, and until such time as the Securities may be sold pursuant to Rule 144 without any restriction, the Securities will bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended. The securities may not be sold, transferred or assigned in the absence of an effective registration statement for the securities under said Act, or an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, that registration is not required under said Act or unless sold pursuant to Rule 144 under said Act.”

i. Authorization; Enforcement. This Agreement has been duly authorized and validly executed and delivered by the Investor and is a valid and binding agreement of the Investor enforceable against it in accordance with its terms (i) subject to applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) subject to a court’s discretionary authority with respect to the granting of specific performance, injunctive relief or other equitable remedies and (iii) except to the extent the indemnification and contribution provisions, if any, contained in any this Agreement may be limited by applicable federal or state securities laws or unenforceable as against public policy.

j. Absence of Conflicts. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby and thereby, and compliance with the requirements hereof and thereof by the Investor, will not violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Investor or (a) violate any provision of any indenture, instrument or agreement to which the Investor is a party or is subject, or by which the Investor or any of its assets is bound; (b) conflict with or constitute a material default thereunder; (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by the Investor to any third party; or (d) require the approval of any non-governmental agency third-party (which has not been obtained) pursuant to any material contract, agreement, instrument, relationship or legal obligation to which the Investor is subject or to which any of its assets, operations or management may be subject.

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k. Broker/Finder. The Investor represents that it has not made any agreement for it to pay a broker or finder any commission or fee.

3.     COMPANY REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to the Investors that:

a. Organization and Qualification. The Company is an entity duly organized, validly existing and in good standing, subject to filing and payment of franchise taxes, under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.

b. Authorization; Enforcement. The Company has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and thereby and to issue the Units, in accordance with the terms hereof and thereof. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions co