SECURITIES ISSUANCE AGREEMENT

THIS SECURITIES ISSUANCE AGREEMENT is made on the 23 ^rd   day of April 2009, by and among Cellynx Group, Inc., a Nevada corporation (the “ Company ”), Dollardex Group Corp., a company organized under the laws of Panama or its assigns, (“ Investor ”), Robert Legendre, a natural person (“ Legendre ”), Tareq Risheq, a natural person (“ Risheq ”), and for purposes of Section 1.3(c) only, Daniel Ash (“ Ash ”), a natural person, and Norm Collins (“ Collins ”), a natural person.

1.1             Sale of Securities.

(a)             Subject to the terms and conditions of this Agreement, the Investor agrees, to purchase at the Closing or pursuant to Section 1.3 and the Company agrees to sell and issue to the Investor at the Closing or pursuant to Section 1.3 , that number of shares of the Company’s common stock (“ Common Stock ” or “ Shares ”) and warrants to purchase that number of Shares at $0.10 per share (“ Warrants ” and together with the Shares, the “ Securities ”), set forth opposite the Investor’s name on Schedule A hereto for the purchase price set forth thereon.  The Investor shall purchase an aggregate of 2,785,000 shares of common stock and 2,785,000 warrants for an aggregate purchase price of $278,500.

1.2             Closing.

(a)             Closings .  The purchase and sale of the Securities shall be made through several closings.

(b)             First Closing .  The first closing in the aggregate amount of at least $40,000 shall take place at 10:00 am on or prior to April 23, 2009 at the offices of Richardson & Patel LLP at 10900 Wilshire Boulevard, Los Angeles, California or at such other time and place the Company and Investors mutually agree upon orally or in writing (which time and place are designated as the “ First   Closing ”).  The Investor has already advanced $78,500 to the Company.  At the First Closing, the Company shall deliver to Investors certificates representing the Securities that such Investor is purchasing.

(c)             Subsequent Closings .  Subject to the terms and conditions of this Agreement, at each subsequent closing (“ Subsequent Closing ,” and along with the First Closing, generically referred to as, a “ Closing ”), the Company will sell to the Investor and the Investor will purchase from the Company additional Securities  in installments.  Each Subsequent Closing shall take place at 10:00 a.m. local time on or about the business day on the conditions in Section 4 applicable to such Subsequent Closing have been fulfilled or waived or at such other time and date as the Company and the Investor shall mutually agree.  Each Subsequent Closing shall occur in accordance with Schedule A , subject to a 10-day grace period for the purchase of the Securities if requested by Investor.

1.3             Separation.

(a)             Legendre .  Upon execution of this Agreement, Legendre hereby resigns as Executive Chairman and director of the Company (and any other officer positions at the Company) and hereby cancels all options to purchase Shares that were originally granted by the Company to him.  In exchange for cancelling the options and as payment in full for all services rendered to the Company in any capacity, the Company shall issue Legendre 2,000,000 Shares which shall be delivered after Legendre has tendered his option to the Company.  Legendre agrees that these 2.0 million Shares shall be subject to the Lock-up Agreement executed by Legendre and the Company on or about June 2008.

(b)             Risheq .  Upon execution of this Agreement, Risheq hereby resigns any and all officer positions of the Company that he holds but will remain as a director  and hereby cancels all options to purchase Shares that were originally granted to him.  In exchange for cancelling the options and for payment in full for all services rendered to the Company in any capacity, the Company shall issue Risheq 1,500,000 Shares.  Risheq agrees that these 1.5 million Shares shall be subject to the Lock-up Agreement executed by Risheq and the Company on or about June 2008.  (Risheq, Legendre and Investor shall generically be referred to as, “ Holders ”).

(c)             Replacement Personnel .  Following execution of this Agreement, Ash, Risheq and Collins agree to appoint Don Wright as a director of the Company.  Ash, Risheq and Collins acknowledge that they have discussed Mr. Wright’s directorship appointment and reviewed his employment history, education and other relevant background and believe such an appointment would be in the best interests of the Company’s shareholders.  Within 30 days of this Agreement, Investor shall propose another designee to serve on the Company’s Board of Directors.  Ash, Risheq and Collins agree not to unreasonably withhold their support and approval of such designee.  Notwithstanding the foregoing, Ash, Risheq and Collins may withhold their appointment of Wright or any Investor designee as a director if they in their good faith believe that such appointment would not be in the best interest of the Company and its shareholders.

2.             Representations and Warranties of the Company .  As of the date of this Agreement, or such other date as set forth therein, the Company hereby represents and warrants to the Investor that:

2.1             Organization, Good Standing and Qualification.   The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California.  The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

2.2             Capitalization and Voting Rights.   As of December 31, 2008, the number of authorized Shares and the number of outstanding Shares as of such date, were described in the Company’s latest Form 10-Q filed with the Securities and Exchange Commission (“ Form 10-Q ”).

(a)             The outstanding shares of Common Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in compliance with all applicable state and federal laws concerning the issuance of securities.

(b)             There are no options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock other than as reported in the Company’s Form 10-Q or other filings with the Securities and Exchange Commission (“ SEC ”).  The Company has reserved such number of shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Company’s stock option plan.  The Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the issuance of additional securities of the Company, or voting or giving of written consents with respect to any security or by a director of the Company other than as described in the Company’s filings with the SEC.

2.3             Subsidiaries.   The Company does not presently own or control, directly or indirectly, any interest in any other corporation, association, or other business entity.  The Company is not a participant in any joint venture, partnership, or similar arrangement.

2.4             Authorization.   All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company hereunder and thereunder, and the authorization (or reservation for issuance), sale and issuance of the Common Stock being sold hereunder has been taken or will be taken prior or subsequent to the Closing.  This Agreement constitutes valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) to the extent the indemnification provisions may be limited by applicable federal or state securities laws.

2.5             Valid Issuance of Common Stock.   The Common Stock (including Common Stock subject to the Warrants) that is being purchased by the Investor hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer, other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

2.6             Governmental Consents.   No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except for: (i) the filing of a Form D under Regulation D promulgated under the Securities Act of 1933, as amended (the “ Act ”), which filing will be effected within the time prescribed by law, and (ii) such other filings required pursuant to applicable federal and state securities laws and blue sky laws, which filings will be effected within the required statutory period.

2.7             Offering.   Subject in part to the truth and accuracy of the Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Common Stock as contemplated by this Agreement are exempt from the registra