STOCK AND WARRANT PURCHASE AGREEMENT

1. Purchase and Sale of Stock and Warrants

1.1 Sale and Issuance of Stock and Warrants

(a) Subject to the terms and conditions of this Agreement, the Investor agrees to purchase at the Closing, and the Company agrees to sell and issue to the Investor at the Closing, Two Million Nine Hundred Sixteen Thousand Seven Hundred Twenty-Five (2,916,725) shares (the “Issue Shares”) of the no par value common stock of the Company (the “Common Stock”).

(b) Subject to the terms and conditions of this Agreement, the Investor agrees to purchase at the Closing, and the Company agrees to sell and issue to the Investor at the Closing, warrants to purchase up to Seven Hundred Twenty-Nine Thousand One Hundred Eighty (729,180) shares of the Common Stock (the “Warrants;” collectively with the Issue Shares and the Warrant Shares, as defined in section 1.3 of the Agreement, the “Shares”) on the terms and conditions set forth in this Agreement.

(c) As consideration for the Issue Shares and the Warrants, and in exchange therefor, (i) Investor has, pursuant to an oral agreement, provided valuable services to the Company the monetary value of which the board of directors of the Company has determined to be Fifty-Five Thousand and No/100 Dollars ($55,000.00) (the “Services Purchase Price”); and (ii) Investor shall pay to the Company Eight Hundred Seventy-Five and No/100 Dollars ($875.00) (the “Cash Purchase Price;” collectively with the Services Purchase Price, the “Purchase Price”). The total aggregate value of the Purchase Price shall be Fifty-Five Thousand Eight Hundred Seventy-Five and No/100 Dollars ($55,875.00).

(d) The parties acknowledge that the appraised value of the Shares is approximately $42,438.00 and Investor agrees that upon receipt of the Shares, Investor shall be paid in full for the services rendered to the Company and referenced in section 1(c) above, and Investor shall have no further claim for any additional payment therefor.

1.2 Closing . The purchase and sale of the Issue Shares and the Warrants shall take place at the offices of the Company at 11:00 A.M., on August__, 2008, or at such other time and place as the Company and the Investor mutually agree upon orally or in writing (which time and place are designated as the “Closing”). At the Closing, the Company shall deliver to Investor a duly executed stock certificate representing the Issue Shares and the duly executed Warrants and Investor shall deliver to the Company the Cash Purchase Price and all other documents and materials required pursuant to this Agreement. Notwithstanding any other provision of this Agreement to the contrary, in no event shall the Company be required to issue any Issue Shares or Warrants to Investor unless and until all payments and other documents and materials required to be delivered by Investor have been received by the Company and all conditions of this Agreement have been fulfilled.

1.3 Warrants and Warrant Shares . Investor may exercise its right to purchase shares of the Common Stock, pursuant to the Warrants, on the terms and conditions set forth in this section (the “Warrant Shares”).

(a) No later than one (1) year after the date of registration with the SEC of any shares of the Common Stock of the Company for sale or resale to the public (“First Termination Date”), Investor may elect to purchase, whereupon the Company shall issue, pursuant to the terms and conditions of this Agreement, up to Two Hundred Forty-Three Thousand Sixty (243,060) Warrant Shares at an exercise price of One and 50/100 Dollars ($1.50) per share (“First Exercise Price”). Investor’s right to purchase any Warrant Shares pursuant to this subsection shall expire at 5:00 P.M. Pacific Time on the First Termination Date.

(b) No later than two (2) years after the date of such registration of any shares of the Common Stock of the Company (“Second Termination Date”), Investor may elect to purchase, whereupon the Company shall issue, pursuant to the terms and conditions of this Agreement, up to Two Hundred Forty-Three Thousand Sixty (243,060) Warrant Shares at an exercise price of Two and No/100 Dollars ($2.00) per share (“Second Exercise Price”). Investor’s right to purchase any Warrant Shares pursuant to this subsection shall expire at 5:00 P.M. Pacific Time on the Second Termination Date.

(c) No later than three (3) years after the date of such registration of any shares of the Common Stock of the Company (“Third Termination Date;” collectively with the First Termination Date and the Second Termination Date, the “Termination Dates”), Investor may elect to purchase, whereupon the Company shall issue, pursuant to the terms and conditions of this Agreement, up to Two Hundred Forty-Three Thousand Sixty (243,060) Warrant Shares at an exercise price of Two and 50/100 Dollars ($2.50) per share (“Third Exercise Price;” collectively with the First Exercise Price and the Second Exercise Price, the “Exercise Price”). Investor’s right to purchase any Warrant Shares pursuant to this subsection shall expire at 5:00 P.M. Pacific Time on the Third Termination Date.

(d) Notwithstanding any other provision of this Agreement to the contrary, in no event shall Investor be permitted to purchase any Warrant Shares later than the date which is ten (10) years after the date of this Agreement, nor shall any Warrant be sold, transferred, assigned, hypothecated, pledged, or in any way alienated (each a “Transfer”) by Investor to any person and all such attempted or purported Transfers shall be null and void.

(e) In order to exercise any right to purchase Warrant Shares, Investor shall deliver to the Company written and executed notice of Investor’s intent to exercise Investor’s right to purchase said Warrant Shares (the “Notice”). The Notice shall specify the number of Warrant Shares which Investor elects to purchase, the applicable Exercise Price per share, and the total price for all Warrant Shares which Investor intends to purchase. Unless the Notice is delivered before 5:00 P.M. Pacific Time on the applicable Termination Date, the Notice shall be null and void.

(f) If the Notice is timely delivered to the Company, the purchase and sale of the Warrant Shares shall take place at the offices of the Company at 11:00 A.M., on the day which is ten (10) business days after the timely delivery of the Notice to the Company, or at such other time and place as the Company and the Investor mutually agree upon orally or in writing (each such time and place are designated as a “Warrant Closing”). At each Warrant Closing, the Company shall deliver to Investor a duly executed stock certificate representing the Warrant Shares that Investor is purchasing and Investor shall deliver to the Company the applicable Exercise Price and all other, documents and materials required pursuant to this Agreement. Notwithstanding any other provision of this Agreement to the contrary, in no event shall the Company be required to issue any Warrant Shares to Investor unless and until (i) such issuance is in compliance with all applicable federal and state securities laws, and (ii) all payments and other documents and materials required to be delivered by Investor have been received by the Company and all conditions of this Agreement have been fulfilled.

2. Representations and Warranties of the Company . The Company hereby represents and warrants to Investor that, as of the date hereof unless a different date is specified, and except as set forth on a Schedule of Exceptions (the “Schedule of Exceptions”) furnished to the Investor prior to execution hereof and attached hereto as Schedule A, which exceptions shall be deemed to be representations and warranties as if made hereunder:

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 Common Stock . The authorized capital of the Company consists of One Hundred Million (100,000,000) shares of common stock, no par value per share, of which Sixteen Million Six Hundred Sixty-Seven Thousand (16,667,000) shares are issued and outstanding as of the date hereof.

(b) As of the date hereof, the outstanding shares of Common Stock are owned by the stockholders and in the numbers specified in Exhibit A hereto.

(c) 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.

(d) Except as set forth in the Schedule of Exceptions attached hereto as Schedule A , there are not outstanding any 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. Except as set forth herein, 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 voting or giving of written consents with respect to any security or by a director of the Company.

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 stockholders necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of the Company hereunder has been taken. This Agreement constitutes valid and legally binding obligations of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

2.5 Valid Issuance of Common Stock . The Common Stock 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 issuance of the Issue Shares and Warrants, except for such filings as are 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 Shares as contemplated by this Agreement are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”), and the qualification or registration requirements of applicable blue sky laws. Neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemptions.

2.8 Litigation . There is no action, suit, proceeding or investigation pending, or to the Company’s knowledge, currently threatened against the Company that questions the validity of this Agreement or the right of the Company to enter into such agreement or to consummate the transactions contemplated hereby, or that might result, either individually or in the aggregate, in any material adverse changes in the business, assets or condition of the Company, financially or otherwise, or any change in the current equity ownership of the Company. The Company is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by the. Company currently pending or that the Company intends to initiate.

2.9 Compliance with Other Instruments . The Company is not in violation in any material respect of any provision of its articles of incorporation (the “Articles”) or bylaws (the “Bylaws”) nor, to its knowledge, in any material respect of any instrument, judgment, order, writ, decree or contract, statute, rule or regulation to which the Company is subject and a violation of which would have a material adverse effect on the condition, financial or otherwise, or operations of the Company. The execution, delivery and performance of this Agreement and the consummation of the transactions contem