SECURITIES PURCHASE AGREEMENT



     THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of February

1, 2006, by and among POSEIDIS, INC., a Florida corporation (the "Company"), and

the Buyers  listed on  Schedule I attached  hereto  (individually,  a "Buyer" or

collectively "Buyers").



                                   WITNESSETH



     WHEREAS,  the Company and the Buyer(s) are  executing and  delivering  this

Agreement in reliance upon an exemption from securities registration pursuant to

Section 4(2) and/or Rule 506 of Regulation D ("Regulation  D") as promulgated by

the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act

of 1933, as amended (the "Securities Act");



     WHEREAS,  the  parties  desire  that,  upon the  terms and  subject  to the

conditions  contained herein,  the Company shall issue and sell to the Buyer(s),

as provided  herein,  and the Buyer(s)  shall  purchase Three Hundred Forty Four

Thousand  Dollars  ($344,000)  (the  "Purchase  Price") of  secured  convertible

debentures  (the  "Convertible  Debentures"),  which shall be  convertible  into

shares of the Company's common stock, par value $0.0001 (the "Common Stock") (as

converted, the "Conversion Shares") within three (3) business days following the

date hereof (the "Closing");



     WHEREAS,   contemporaneously  with  the  execution  and  delivery  of  this

Agreement, the parties hereto are executing and delivering a Registration Rights

Agreement (the "Investor  Registration Rights Agreement")  pursuant to which the

Company has agreed to provide certain  registration  rights under the Securities

Act and the rules and regulations  promulgated there under, and applicable state

securities laws;



     WHEREAS,  the aggregate proceeds of the sale of the Convertible  Debentures

contemplated  hereby shall be held in escrow  pursuant to the terms of an escrow

agreement (the "Escrow Agreement");



     WHEREAS,   contemporaneously  with  the  execution  and  delivery  of  this

Agreement, the parties hereto are executing and delivering escrow fund agreement

(the "GBB  Escrow Fund  Agreement")  pursuant to which a GBB Escrow Fund will be

established  and held in a segregated  sub-account of the attorney trust account

at Gallagher, Briody & Butler (the "GBB Escrow Account");



     WHEREAS,   contemporaneously  with  the  execution  and  delivery  of  this

Agreement,  the parties hereto are executing and delivering a Security Agreement

(the "Security  Agreement")  pursuant to which the Company has agreed to provide

the Buyer a security interest in Pledged Collateral, (as this term is defined in

the  Security  Agreement)  including  the Escrow Fund,  to secure the  Company's

obligations  under the  Transaction  Documents or any other  obligations  of the

Company to the Buyer;



     WHEREAS,  the parties  hereto will  execute and deliver a Pledge and Escrow

Agreement  (the  "Pledge  and Escrow  Agreement")  pursuant to which the Company

shall provide the Buyer a security  interest in the Pledged Shares (as this term







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is  defined  in the  Pledge  and  Escrow  Agreement)  to  secure  the  Company's

obligations  under the  Transaction  Documents or any other  obligations  of the

Company to the Buyer; and



     WHEREAS,   contemporaneously  with  the  execution  and  delivery  of  this

Agreement,  the parties hereto are executing and delivering Irrevocable Transfer

Agent Instructions (the "Irrevocable Transfer Agent Instructions").



     NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  and  other

agreements contained in this Agreement the Company and the Buyer(s) hereby agree

as follows:



1.   PURCHASE AND SALE OF CONVERTIBLE DEBENTURES.



(a) Purchase of Convertible Debentures.  Subject to the satisfaction (or waiver)

of the terms and conditions of this Agreement,  each Buyer agrees, severally and

not  jointly,  to purchase at the  Closing  (as  defined  herein  below) and the

Company  agrees to sell and issue to each Buyer,  severally and not jointly,  at

the  Closing,   Convertible   Debentures  in  amounts   corresponding  with  the

Subscription  Amount set forth  opposite each Buyer's name on Schedule I hereto.

Upon execution hereof by a Buyer, the Buyer shall wire transfer the Subscription

Amount set forth  opposite  his name on Schedule I in same-day  funds or a check

payable to "David  Gonzalez,  Esq., as Escrow Agent for  Poseidis,  Inc./Cornell

Capital  Partners,  LP",  which  Subscription  Amount  shall  be held in  escrow

pursuant  to the terms of the  Escrow  Agreement  and  disbursed  in  accordance

therewith.



(b)  Closing  Date.  The  Closing of the  purchase  and sale of the  Convertible

Debentures  shall take place at 10:00 a.m.  Eastern  Standard  Time on the third

(3rd)  business  day  following  the date  hereof,  subject to  notification  of

satisfaction of the conditions to the Closing set forth herein and in Sections 6

and 7 below (or such other date as is mutually  agreed to by the Company and the

Buyer(s)) (the "Closing  Date").  The Closing shall occur on the Closing Date at

the offices of Yorkville  Advisors,  LLC, 101 Hudson Street,  Suite 3700, Jersey

City,  New Jersey  07302 (or such other  place as is  mutually  agreed to by the

Company and the Buyer(s)).



(c) Escrow Arrangements;  Form of Payment. Upon execution hereof by Buyer(s) and

pending the  Closing,  the  aggregate  proceeds  of the sale of the  Convertible

Debentures  to Buyer(s)  pursuant  hereto shall be  deposited in a  non-interest

bearing escrow account with David  Gonzalez,  Esq., as escrow agent (the "Escrow

Agent"),  pursuant  to  the  terms  of  the  Escrow  Agreement.  Subject  to the

satisfaction of the terms and conditions of this Agreement, on the Closing Date,

(i) the Escrow Agent shall deliver to the Company in  accordance  with the terms

of the Escrow Agreement such aggregate  proceeds for the Convertible  Debentures

to be  issued  and sold to such  Buyer(s),  minus any  unpaid  fees set forth in

Section  4(g)(ii)  hereof which shall be paid directly  from the gross  proceeds

held in escrow of the Closing and (ii) the Company  shall deliver to each Buyer,

Convertible  Debentures  which such Buyer(s) is purchasing in amounts  indicated

opposite  such  Buyer's  name on  Schedule  I,  duly  executed  on behalf of the

Company.











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2.   BUYER'S REPRESENTATIONS AND WARRANTIES.



     Each Buyer represents and warrants, severally and not jointly, that:



(a) Investment Purpose. Each Buyer is acquiring the Convertible  Debentures and,

upon conversion of Convertible Debentures, the Buyer will acquire the Conversion

Shares then  issuable,  for its own account for  investment  only and not with a

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