SECURITIES PURCHASE AGREEMENT



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

26, 2005, 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 up to Three Hundred Thousand

Dollars   ($300,000)  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") of which One Hundred Fifty Thousand Dollars  ($150,000) shall be funded

on the fifth (5th) business day following the date hereof (the "First  Closing")

and One  Hundred  Fifty  Thousand  Dollars  ($150,000)  shall be funded  two (2)

business  prior  to the  date  the  registration  statement  (the  "Registration

Statement") is filed,  pursuant to the Investor  Registration  Rights  Agreement

dated the date hereof, with the United States Securities and Exchange Commission

(the  "SEC") (the  "Second  Closing")  (individually  referred to as a "Closing"

collectively referred to as the "Closings"), for a total purchase price of up to

Three  Hundred  Thousand  Dollars  ($300,000),  (the  "Purchase  Price")  in the

respective  amounts set forth  opposite  each  Buyer(s)  name on Schedule I (the

"Subscription Amount"); and



     WHEREAS,   contemporaneously  with  the  execution  and  delivery  of  this

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

Agreement  substantially in the form attached hereto as Exhibit A (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; and







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     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  substantially in the form of the Escrow Agreement  attached hereto as

Exhibit B.



     WHEREAS,   contemporaneously  with  the  execution  and  delivery  of  this

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

substantially   in  the  form  attached  hereto  as  Exhibit  C  (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) to secure the Company's  obligations under the Transaction  Documents

or any other obligations of the Company to the Buyer;



     WHEREAS,   contemporaneously  with  the  execution  and  delivery  of  this

Agreement,   the  parties   hereto  and  Louis  Pardau  Dit  Pardo,   Christophe

Giovannetti,  and DMI Joaillerie  Paris are executing and delivering  Pledge and

Escrow  Agreements  substantially  in the form attached hereto as Exhibit D (the

"Insider Pledge and Escrow Agreement") pursuant to which Louis Pardau Dit Pardo,

Christophe  Giovannetti,  and DMI  Joaillerie  Paris have  agreed to provide the

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

Insider Pledge and Escrow Agreements) to secure the Company's  obligations under

the Transaction Documents or any other obligations of the Company to the Buyer;



     WHEREAS,  upon the Company  increasing  its  authorized  Common Stock,  the

parties  hereto  will  execute  and  deliver  a  Pledge  and  Escrow   Agreement

substantially  in the form of the  Insider  Pledge  Agreement  (the  "Pledge and

Escrow Agreement") pursuant to which the Company will agree to provide the Buyer

a security interest in the Pledged Shares (as this term 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  substantially in the form attached hereto as Exhibit E (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 Closing (as defined herein below) and

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

at  Closing,   Convertible   Debentures  in  amounts   corresponding   with  the







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<PAGE>







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  (as  hereinafter  defined)  and

disbursed in accordance therewith.



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

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

the fifth (5th) business day following the date hereof,  subject to notification

of  satisfaction  of the conditions to the First Closing set forth herein and in

Sections  6 and 7 below  (or such  later  date as is  mutually  agreed to by the

Company and the Buyer(s))  (the "First  Closing Date") and the Second Closing of

the purchase and sale of the  Convertible  Debentures  shall take place at 10:00

a.m.  Eastern  Standard  Time  two (2)  business  days  prior  to the  date  the

Registration  Statement  is filed  with  the SEC,  subject  to  notification  of

satisfaction  of the  conditions  to the Second  Closing set forth herein and in

Sections  6 and 7 below  (or such  later  date as is  mutually  agreed to by the

Company and the Buyer(s)) (the "Second Closing Date") (collectively  referred to

a the "Closing Dates").  The Closing shall occur on the respective Closing Dates

at the offices of  Yorkville  Advisors,  LLC,  3700 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 Closings,  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 an escrow agreement between the Company,  the

Buyer(s)  and the  Escrow  Agent in the form  attached  hereto as Exhibit B (the

"Escrow Agreement").  Subject to the satisfaction of the terms and conditions of

this Agreement,  on the Closing Dates, (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 the unpaid structuring fees and expenses of Yorkville Advisors Management,

LLC of Ten Thousand Dollars ($10,000) in accordance with Section 4(g)(ii) hereof

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