STOCK PURCHASE AGREEMENT

WHEREAS, subject to the terms and conditions herein, the Company has agreed to offer and sell to the Buyer in a private placement, 50,000,000 shares (the “Shares”) of the Company’s common stock, $.001 par value per share (the “Common Stock”), for an aggregate purchase price of Three Million Dollars ($3,000,000) (the “Purchase Price”); and

WHEREAS, the Buyer desires to purchase the Shares from the Company, and the Company desires to sell the Shares to the Buyer, on the terms and conditions set forth below.

1.1             Common Stock .  Subject to the terms and conditions herein stated, the Company hereby agrees to sell, issue and deliver to the Buyer, and the Buyer agrees to purchase from the Company, the Shares at a price equal to $0.06 per share of Common Stock.

1.2             Closing . The closing (the “Closing”) of the transaction contemplated hereby is taking place simultaneously with the execution and delivery of this Agreement or such other place, date and time as may be mutually agreed upon by the parties hereto (the “Closing Date”).  At the Closing, the parties shall make the following deliveries to each other:

(a)            The Buyer shall pay the Purchase Price to the Company in immediately available funds by wire transfer or certified check to an account designated by the Company or otherwise in accordance with its written instructions; and

(b)            The Company shall deliver to the Buyer a certificate registered in the name of the Buyer, representing the Shares, receipt of which is acknowledged by the Buyer.

The Buyer represents and warrants to the Company as follows:

2.1             Execution .  The execution, delivery and performance of this Agreement by the Buyer has been duly approved by the Board of Directors or any body performing a similar function, of the Buyer, and all other actions required to authorize and effect the purchase of the Shares have been taken.

2.2             Binding Obligations .  This Agreement constitutes a valid and binding obligation of the Buyer, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application referring to or affecting enforcement of creditors’ rights and general principles of equity.

2.3             Non-Contravention .  Neither the execution and delivery of this Agreement nor the purchase of Shares by the Buyer shall, result in a material violation of, or constitute a material default under its Certificate of Incorporation or By-Laws (or similar document), in the performance or observance of any material obligations, agreements, covenants or conditions contained in any debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreement or instrument to which the Buyer is a party or by which its properties may be bound or in violation of any material order, rule, regulation, writ, injunction, or decree of any domestic government, governmental instrumentality or court.

2.4             No Public Sale or Distribution .  The Buyer is acquiring the Shares for its own account for investment purposes only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act of 1933, as amended (the “1933 Act); provided , however , that by making the representations herein, the Buyer does not agree to hold any of the Shares for any minimum or other specific term and reserves the right to dispose of the Shares at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.  The Buyer is acquiring the securities hereunder in the ordinary course of its business.  The Buyer presently does not have any agreement or understanding, directly or indirectly, with any person to distribute any of the Shares.

2.5             Accredited Investor Status .  The Buyer is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D.

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

2.7             Information .  The Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Shares which have been requested by the Buyer.  The Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company and its officers.  Neither such inquiries nor any other due diligence investigations conducted by the Buyer or its advisors, if any, or its representatives shall modify, amend or affect the Buyer's right to rely on the Company's representations and warranties contained herein.

2.8             No Governmental Review .  The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares.

2.9             Transfer or Resale .  The Buyer understands that the Shares have not been and are not being registered under the 1933 Act, or any state securities laws, and may not be offered for sale, s