SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (“ Agreement ”) is made by and between Axion International Holdings, Inc., a Colorado corporation, having its principal offices located at 665 Martinsville Road, Basking Ridge, New Jersey 07920 (the “ Company ”), and (the “ Purchaser ”).

A.           The Purchaser has offered to subscribe and purchase, and the Company to privately place with the Purchaser, certain securities of the Company as more fully described in this Agreement;;

B.           The offer and sale of the securities of the Company to be sold to the Purchaser is being consummated 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 the securities identified below, upon the terms and subject to the conditions stated in this Agreement.

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

 “ Closing ” means the consummation of the purchase and sale of the Securities.

“ Exercise Price ” means the exercise price for the Warrants being purchased pursuant to the terms of this Agreement, which shall be equal to the VWAP for the date the Purchase Price is received by the Company via wire transfer into its designated bank account, plus $.01.

 “ 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.

“ 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.

" Purchase Price " means the sum of Nine Hundred Seventy-Five Thousand ($975,000.00) Dollars the Purchaser shall pay for the Securities pursuant to the terms and provisions of this Agreement.

“ Newbridge ” means Newbridge Securities Corp., Tower One, 5200 Town Center Circle, Suite 201, Boca Raton, Florida 33486 to whom the Company shall pay the fee described in Section 4.7.

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

“ Restricted Common Shares ” means the five hundred Thousand (500,000) shares of the restricted common stock of the Company, representing part of the Securities being purchased pursuant to the terms of this Agreement.

" Securities " means the Restricted Common Shares and the common stock purchase warrant (defined below as the “ Warrant ”) to purchase up to Fifty Thousand (50,000) shares of the Company’s restricted common shares at the Exercise Price, to be purchased by the Purchaser and sold by the Company pursuant to the terms of this Agreement.

" Securities Act " means the Securities Act of 1933, as amended, and the rules and regulations promulgated hereunder.

“ VWAP ” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted for trading as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)); (b)  if the OTC Bulletin Board is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board; (c) if the Common Stock is not then quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company.

" Warrant(s) " means the common stock purchase warrants, in the form of Exhibit A attached hereto, (A) to be sold to the Purchaser pursuant to the terms of this Agreement and (B) to be paid to Newbridge pursuant to Section 4.7, so that each of such parties may purchase up to Fifty Thousand (50,000) shares of the Company’s restricted common shares at the Exercise Price, which Warrants shall be exercisable six months after issue and have a term of exercise equal to three years from the “Initial Exercise Date”.

" Warrant Shares " means the shares of Common Stock issuable upon exercise of the Warrants.

2.            Purchase and Sale of Securities . Subject to the terms and conditions of this Agreement and on the basis of the representations and warranties made herein, the Purchaser agrees to purchase, and the Company agrees to sell and issue to the Purchaser, the Securities for the purchase price of Nine Hundred Seventy-Five Thousand ($975,000.00) Dollars (the “ Purchase Price ”), payable by wire transfer to the Company’s bank account as identified on Exhibit B attached hereto, on or before 5:00 PM, eastern time, Friday, September 25, 2009. Purchaser and the Company hereby acknowledge and agree that in the event the Purchase Price is not received in accordance with the preceding sentence, this Agreement shall automatically terminate and the parties shall have no claims against the other arising out of or in connection with this Agreement.

3.            Subscription Procedure . A. In order to subscribe and pay for the Securities, the Purchaser shall deliver to the Company, via e-mail or telecopy, a fully executed copy of this Agreement, and the Purchase Price in accordance with Section 2 above.  

B. Provided that the Purchaser delivered the Purchase Price and a fully executed copy of this Agreement as required, the Company, on or before October 2, 2009, will deliver or cause to be delivered to the Purchaser or his designee: (i) the fully executed copy of this Agreement; (ii) a Certificate representing the Five Hundred Thousand (500,000) shares of its restricted common stock, issued in the Purchaser’s name, and; (iii) the Warrant registered in the name of the Purchaser to purchase up to Fifty-Thousand shares of the Company’s restricted common shares at the Exercise Price. For each day following October 2, 2009 that the Securities have not been received as aforesaid, the Company shall pay to the Purchaser a penalty in the amount of five hundred (500) shares of its restricted common stock.

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 Purchaser 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 Securities. 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 Restricted Common Shares and the Warrant Shares which, when issued in accordance with the terms of this Agreement and Warrants, 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 Securities 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 made by the Company with the SEC prior to the date hereof, complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Filing. None of the SEC Filings, as of the date filed and as they may have been subsequently amended by filings made by the Company with the SEC prior to the date hereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Filings complied as to form in all material respects with applicable accounting requirements and published rules and regulations of the SEC with respect thereto.  Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

4.6.            No Conflict, Breach, Violation or Default; Compliance with Law . The execution, delivery and performance of the Agreements by the Company and the issuance and sale of the Securities will not conflict with or result in a breach or violation of any of the terms and provisions of, constitute a default under, require any consent, approval or filing under, result in or require the creation or imposition of any lien or encumbrance upon or with respect to the Company’s property under (i) the Company’s Articles of Incorporation (including any certificates of designation) or the Company’s Bylaws, both as in effect on the date hereof,  (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its properties; or (iii) any contract, loan or instrument by which the company or its property is bound.  The Company (i) is not to its knowledge in violation of any statute, rule or regulation applicable to the Company or its assets or its activities, (ii) is not in violation of any judgment, order or decree applicable to the Company or its assets; and (iii) has not received notice from any Person of any claim, investigation or inquiry, that, if adversely determined, would render the preceding sentence untrue or incomplete and the Company is aware of no facts or circumstances which could give rise to such a claim, investigation or inquiry.

4.7.            Brokers and Finders .  The Purchaser acknowledges that Newbridge will receive (i) a cash fee equal to two percent (2%) of the Purchase Price paid by the Purchaser, payable by the Company within promptly (and in no event more than three (3) business days) following the Closing  and (ii) a Warrant substantially in the form attached hereto as Exhibit A.   Subject to the foregoing, the Purchaser shall have no liability or responsibility for the payment of any commission or finder’s fee to any third party in connection with or resulting from this Agreement or the transactions contemplated by this Agreement by reason of any agreement of or action taken by the Company.

5.            Representations and Warranties of the Purchaser .  The Purchaser hereby represents and warrants to the Company that:

5.1            Organization, Good Standing, Authorization .  If Purchaser is an entity, it is a corporation, limited liability company, trust or partnership or other similar entity duly organized, validly existing and in good standing under the laws of its jurisdiction.  Purchaser has full power and authority (corporate or otherwise) to execute, deliver and enter into this Agreement.  The execution, delivery and performance by the Purchaser of this Agreement have been duly authorized and this Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser 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.

5.2            Purchase Entirely for Own Account .  The Securities to be received by the Purchaser hereunder will be acquired for the Purchaser’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same.  The Purchaser is not a registered broker dealer or an entity engaged in the business of being a broker dealer.

5.3            Investment Experience .  The Purchaser acknowledges that he can bear the economic risk and complete loss of his investment in the Securities and has such knowledge and experience in financial or business matters and in private placement transactions of companies similar to the Company so that he is capable of evaluating the merits and risks of the purchase contemplated hereby.

 5.4            Disclosure of Information .  The Purchaser has had an opportunity to receive documents related to the Company and to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the offering of the Securities and has received and read the SEC Filings filed via EDGAR.  Neither such inquiries nor any other due diligence investigation conducted by the Purchaser shall modify, amend or affect the Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or made pursuant to this Agreement.

5.5            Restricted Securities .  The Purchaser understands that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable state laws and regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE OR CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY

5.7          Accredited Investor .  The Purchaser is an Accredited Investor.

6.1              Successors and Assigns .  This Agreement may not be assigned by the Company or the Purchaser. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective parties.  Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

6.2              Counterparts . This Agreement may be executed in two or more counterparts, by original or facsimile signature, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

6.3              Titles and Subtitles .  The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

6.4              Notices .  Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given only upon delivery to each party to be notified by (i) personal delivery, (ii) facsimile, with electronic confirmation of transmittal, (iii) certified mail, return receipt requested, or (iv) an internationally recognized overnight air courier, addressed to the party to be notified at the address as follows, or at such other address as such party may designate by ten days’ advance written notice to the other party:

6.5              Amendments and Waivers .  Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Purchaser.

6.6              Severability .  If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

6.7              Entire Agreement .  This Agreement, including the exhibits and schedules hereto, and the other documents contemplated hereby constitute the entire agreement among the parties hereof with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof and thereof.

6.8              Further Assurances .  The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.

6.10              No Strict Construction .   The parties hereto have participated jointly in the negotiation and drafting of this Agreement and the other Agreements.  In the event an ambiguity or question of intent or interpretation arises, this Agreement and the other Agreements shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement or any of the other Agreements.

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTIO