Preview | Stock Purchase Agreement |

WHEREAS, the parties have reached an agreement pursuant to which the Buyer shall purchase, and the Company shall issue and sell to the Buyer, 30 million shares of the Company's common stock, par value $.001 per share (the "Buyer's Stock"), resulting in Buyer holding, upon execution of this Agreement, inclusive of shares owned by Buyer prior to the execution of this Agreement, such number of shares equal to 24.97% of the Company's issued and outstanding common stock.

1.1. Issuance of Shares. At Closing (as defined below), subject to the terms, restrictions and conditions of this Agreement, the Buyer shall acquire, and the Company shall sell, issue and deliver to the Buyer, 30 million shares of its common stock (the "Common Shares") in such amount that upon execution of this Agreement, inclusive of shares owned by Buyer prior to the execution of this Agreement, such number of shares equal to 24.97% of the Company's issued and outstanding common stock (the "Buyer's Stock") on a fully-diluted basis (after taking into account all securities exercisable or convertible into Common Shares). All Common Shares to be issued hereunder shall be free and clear of all liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description (collectively, "Encumbrances").

1.2. Purchase Price. The purchase price (the "Purchase Price") for the Buyer's Stock shall be equal to $500,000.00, which Purchase Price shall be comprised of (i) $400,000 in cash, $180,000 of which prior receipt is hereby acknowledged by the Company, and (ii) the waiver of $100,000 in consulting fees due and payable to Buyer by the Company. The remaining cash portion of the Purchase Price shall be paid to the Company on the Closing Date.

1.3. Closing. The parties to this Agreement shall consummate the transactions contemplated by this Agreement at a closing (the "Closing") to be held no later than March 15, 2006. The date of Closing is referred to herein as the "Closing Date." The Closing shall take place at the offices of counsel to the Buyer, or at such other place as may be mutually agreed upon by the Buyer and the Company. At the Closing, the Company shall deliver to the Buyer certificates representing the Buyer's Stock.

2.1. Anti-Dilution Rights. If the Company elects to issue additional shares of common stock ("Additional Equity") during the twenty-four (24) month period immediately following the date hereof, the Company shall provide written notice, in the form of which is attached hereto as Schedule 2.1 (a "Section 2.1 Notice") of such issuance to Buyer at least thirty days prior to the proposed issuance date, and the Buyer shall have the right, but not the obligation, to purchase, at a purchase price of $0.001 per share, not adjusted for stock splits and combinations, stock dividends and the like, a number of shares of Common Stock that results in the Buyer maintaining the same percentage ownership it has on the date immediately prior to the date the Company issues Additional Equity during the twenty-four (24) month period immediately following the date hereof up to a maximum position equal to 24.97% of the Company's issued and outstanding common stock. To exercise its rights under this Section 2.1 the Buyer shall deliver delivering written notice to the Company of its election to purchase Company Common Stock within fifteen (15) days of receipt of the Section 2.1 Notice. A delivery of such a written notice by the Buyer shall constitute a binding agreement of such Buyer to purchase the number of shares determined above.