ZST DIGITAL NETWORKS, INC. COMMON STOCK PURCHASE AGREEMENT

THIS COMMON STOCK PURCHASE AGREEMENT (the “ Agreement ”) is made as of the 14 ^th day of January 2009, by and between ZST Digital Networks, Inc., a Delaware corporation (the “ Company ”), and [__________] (“ Purchaser ”).

Whereas, the Company desires to issue, and Purchaser desires to acquire, stock of the Company as herein described, on the terms and conditions hereinafter set forth;

Now, Therefore, It Is Agreed between the parties as follows:

1.             Purchase and Sale of Stock .  Purchaser hereby agrees to acquire from the Company, and the Company hereby agrees to sell to Purchaser, an aggregate of [_________] ([_____]) shares of the Common Stock of the Company, par value $0.001 per share (the “ Securities ”), in consideration for $0.2806 per share.

2.            The closing hereunder, including payment for and delivery of the Securities shall occur at the offices of the Company immediately following the execution of this Agreement, or at such other time and place as the parties may mutually agree, such monies to be released subject to that certain Escrow Agreement dated January 9, 2009.

3.             Restrictive Legends.   All certificates representing the Securities shall have endorsed thereon legends in substantially the following forms (in addition to any other legend which may be required by other agreements between the parties hereto):

(a)            “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

(b)            Any legend required by appropriate blue sky officials.

4.             Investment Representations.   In connection with the purchase of the Securities, Purchaser represents to the Company the following:

(a)            Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of the acquisition of the Securities and, by reason of Purchaser’s financial and business experience (either alone or together with any Purchaser representative), Purchaser has the capacity to protect Purchaser’s interest in connection with the acquisition of the Securities.  Purchaser is financially able to bear the economic risk of the investment, including the total loss thereof.  If Purchaser is a corporation, partnership, trust or other entity, Purchaser was not organized for the specific purpose of acquiring the Securities.

(b)            Purchaser has (i) a preexisting personal or business relationship with the Company or one or more of its officers, directors, or control persons or (ii) by reason of Purchaser’s business or financial experience, or by reason of the business or financial experience of Purchaser’s financial advisor who is unaffiliated with and who is not compensated, directly or indirectly, by the Company of any affiliate or selling agent of the Company, Purchaser is capable of evaluating the risks and merits of this investment and of protecting Purchaser’s own interests in connection with this investment

(c)            Purchaser has received and reviewed all information Purchaser considers necessary or appropriate for deciding whether to purchase the Securities.  Purchaser further represents that Purchaser has had an opportunity to ask questions and receive answers from the Company and its officers and employees regarding the terms and conditions of purchase of the Securities and regarding the business, financial affairs and other aspects of the Company and has further had the opportunity to obtain any information (to the extent the Company possesses or can acquire such information without unreasonable effort or expense) which Purchaser deems necessary to evaluate the investment and to verify the accuracy of information otherwise provided to Purchaser.

(d)            Purchaser acknowledges that the Securities have not been registered under the Securities Act of 1933, as amended (the “ Act ”), or qualified under any applicable blue sky laws in reliance, in part, on the representations and warranties herein.  Such Securities are being acquired by Purchaser for investment purposes for Purchaser’s own account only and not for sale or with a view to distribution of all or any part of such Securities.  No other person will have any direct or indirect beneficial interest in the Securities.

(e)            Purchaser understands that the Securities are “restricted securities” under the federal securities laws in that such securities will be acquired in a transaction not involving a public offering, and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances an