STOCK PURCHASE AGREEMENT

Limited Operating History. The Company has only a limited operating history from which Purchaser can evaluate its business and prospects for future success. The Company has recognized only very limited revenues to date. The Company currently believes it will need capital in the amounts reflected in the business plan prepared in December 2005 to achieve the projections contained herein. To the extent the proceeds of this sale of Shares are less than that amount, the Company intends to raise further funds by equity investment.

No Assurance of Profitable Operations. The Business Plan of the Company projects income and expenses based upon the best estimates of management. Due to the unique and innovative nature of the business the projections of both income and expenses contained in the Business Plan involve a high degree of estimation with no similar business experiences to review.

Arbitrary Offering Price. The Company has arbitrarily determined the Purchase Price per share. Among the factors considered were estimates made by the principals as to the future prospects of the Company and its operations, expenses and potential revenues. Such estimates were prepared by the principals based on their experience in the industry and current market conditions. There can be no assurances the projections prepared by the principals for the Company will be achieved.

Lack of Transferability, Marketability and Liquidity of the Shares. The Common Stock is currently quoted for trading on OTC Bulletin Board, but trading volume is low and liquidity is limit. Consequently, the Purchaser should be prepared to remain a shareholder of the Company for long time. The Shares have not been registered under the Securities Act of 1933, as amended (the “Act”), and are being offered in reliance on certain exemptions contained in the Act. The Shares may not be sold in the public market except pursuant to an effective registration statement or an exemption from registration under the Act.

Minimal Capital. The Company will use the net proceeds of the sale of the Shares to fund its corporate expenses, fixed assets investment as well as research and development, for developing, manufacturing and distributing its products and services and for organizational operations. Net proceeds from the sale of the Shares will also be used for general working capital. There can be no assurances such funding will be sufficient. If the amount of funding is not sufficient to obtain profitable business operations and the Company is liquidated, there will very likely not be any assets in the Company for payment to the shareholders.

Dependence on Key Personnel. The Company’s development of its concept and business is dependent on its management team and the loss of any one of these persons could have a material adverse effect on the Company.

Unreliability of Projections. Projections contained in the Business Plan were prepared from management’s reasonable estimates of possible product and service revenue, and expense projections as well as the consequent possible financial returns the Company could receive if such revenue and expenses were achieved. Such estimates were based on management’s experience with the industry and business practices. The Purchaser should have had the opportunity to review with the representatives of the Company, the various critical assumptions made by the Company and the various estimates that were made in preparing the projections. The projections were not prepared with a view toward compliance with the Association of Independent Certified Public Accountants guidelines for projections. The assumptions and estimates are uncertain and the actual results of the Company will vary from the projected results and could vary substantially.

a)

Purchaser understands that the Common Stock of the Company is quoted on the OTC Bulletin Board of the NASD, and that the Shares have not been registered under the Act. At the present trading of the Company’s stock is subject to Rules 15g-2 through 15g-6 promulgated under Section 15(g) of the Act.

b)

Purchaser has such knowledge and experience in financial and business matters that it is capable of seeking out and evaluating the information relevant to evaluating the Company, the proposed activities thereof, and the merits and risks of the prospective investment, and to make an informed investment decision in connection therewith.

c)

Purchaser has reviewed all SEC filings and has had an opportunity to discuss with the Company.

d)

Purchaser will hold the Shares subject to all of the applicable provisions of the Act, and Purchaser will not at any time make any sale, transfer, or other disposition of the Shares in contravention of the Act. Purchaser’s overall commitment to investments which are not readily marketable is not disproportionate to Purchaser’s net worth; Purchaser’s investment in the Company will not cause such overall commitment to become excessive; and Purchaser can afford to bear the loss of Purchaser’s entire investment in the Company.

 

 

e)

Purchaser understands that all information which Purchaser has provided to the Company concerning Purchaser, Purchaser’s financial position and knowledge of financial and business matters is correct and complete as of the date set forth below and, if there should be any material change in such information prior to the acceptance of this subscription, Purchaser shall promptly notify the Company thereof.

f)

If Purchaser is a United States person or entity, Purchaser represents that Purchaser satisfies any suitability or other applicable requirements of Purchaser’s state of residence and/or state in which the Common Stock are purchased.

g)

If Purchaser is not a United States person or entity, such Purchaser hereby represents that he, she or it has satisfied himself, herself or itself as to the full observance of the laws of his, her or its jurisdiction in connection with any invitation to subscribe for the Common Stock or any use of this Agreement, including (i) the legal requirements within his, her or its jurisdiction for the purchase of the Common Stock, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Common Stock. Such Purchaser’s subscription and payment for, and his, her or its continued beneficial ownership of the Common Stock, will not violate any applicable securities or other laws of his, her or its jurisdiction.

h)

If an individual, Purchaser is over 21 years of age. If Purchaser is acting in a representative capacity for a corporation, partnership or other business entity, such entity is validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to subscribe and perform its obligations hereunder, has taken all action necessary to purchase the Common Stock pursuant to this Agreement, and was not organized for the purpose of acquiring the Common Stock.

i)

Purchaser agrees that Purchaser will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the Common Stock unless they are registered under the Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. Purchaser understands that the Common Stock have not been registered under the Act by reason of a claimed exemption under the provisions of the Act which depends, in part, upon Purchaser’s investment intention.

j)

Purchaser understands that no securities administrator of any state or any other jurisdiction has made any finding or determination relating to the fairness of this investment and that no securities administrator of any state or any other jurisdiction has recommended or endorsed, or will recommend or endorse, the offering of the Common Stock.

k)

Purchaser has relied solely upon the advice of Purchaser’s own tax and legal advisors with respect to the tax and other legal aspects of the investment.

l)

Purchaser warrants that Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Act and,

m)

The sale of the Shares to Purchaser is being made without any public solicitation or advertisements.

a)

Registration. The terms “register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act of 1933, as amended, (the “Securities Act”), and the declaration or ordering of effectiveness of such registration statement.

b)

Registrable Securities. The term “Registrable Securities” means: (1) the shares Common Stock of the Company issued to Purchaser pursuant to this Agreement and (2) any shares of Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, any shares of Common Stock described in clause (1) of this subsection (b). Notwithstanding the foregoing, “Registrable Securities” shall exclude any Registrable Securities sold by a person in a transaction in which rights under this Section 1 are not assigned in accordance with this Agreement or any Registrable Securities sold in a public offering, whether sold pursuant to Rule 144 promulgated under the Securities Act, or in a registered offering, or otherwise or securities which can be sold in accordance with Rule 144(k) promulgated under the Securities Act.

c)

Registrable Securities Then Outstanding. The number of shares of “Registrable Securities then outstanding” shall mean the number of shares of Common Stock of the Company that are Registrable Securities and are then issued and outstanding.

d)

Holder. For purposes of this Section 1, the term “Holder” means any person owning of record Registrable Securities or any permitted assignee of record of such Registrable Securities to whom rights under this Section 1 have been duly assigned in accordance with this Agreement.

e)

SEC. The term “SEC” or “Commission” means the U.S. Securities and Exchange Commission.

a)

Underwriting. If a registration statement under which the Company gives notice under this Section 1.2 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 1.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting (including a market stand-off agreement of up to 180 days if required by such underwriters). Notwithstanding any other provision of this Exhibit A, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall include in such offering (i) first, all the securities the Company proposes to register for its own account, and (ii) second, Holder’s Registrable Securities and other shares of Common Stock of the Company requested to be included by other investors having written registration rights agreements with the Company respecting such shares (“Other Registrable Securities”), with Holder and each such investor proposing to sell such shares participating in such registration on a pro rata basis, such participation to be based upon the number of shares of Registrable Securities and Other Registrable Securities then held by the Holder and each such investor, respectively; provided, however, that the right of the underwriters to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that all shares that are not Registrable Securities or Other Registrable Securities and are held by any other person, including, without limitation, any person who is an employee or officer of the Company (or any subsidiary of the Company) shall first be excluded from such registration and underwriting before any Registrable Securities and Other Registrable Securities are so excluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

b)

Expenses. All expenses incurred in connection with a registration pursuant to this Section 1.2 (excluding underwriters’ and brokers’ discounts and commissions relating to shares sold by the Holders and legal fees of counsel for the Holders), including, without limitation all federal and “blue sky” registration, filing and qualification fees, printers’ and accounting fees, and fees and disbursements of counsel for the Company, shall be borne by the Company.

a)

Registration Statement. Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective, provided, however, that the Company shall not be required to keep any such registration statement effective for more than ninety (90) days.

b)

Amendments and Supplements. Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.

c)

Prospectuses. Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registration.

d)

Blue Sky. Use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such states as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

e)

Underwriting. In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement in usual and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

f)

Notification. Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

g)

Opinion and Comfort Letter. Furnish, at the request of any Holder requesting registration of Registrable Securities, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a “comfort” letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities provided however, that the Company’s obligation to obtain a “comfort” letter shall be limited to commercially reasonable efforts. If such securities are not being sold through underwriters, then the Company shall furnish, at the request and at the sole expense of any Holder requesting registration of Registrable Securities, on the date that the registration statement with respect to such securities becomes effective, an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

a)

By the Company. To the extent permitted by law; the Company will indemnify and hold harmless each Holder, the partners, officers and directors of each Holder, any underwriter (as determined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended, (the “1934 Act”), against any losses, claims, damages, or Liabilities (joint or several) to which they may become subject under the Securities Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”):

(i)

any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto;

(ii)

the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or

(iii)

any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any federal or state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act or any federal or state securities law in connection with the offering covered by such registration statement;

e)

Contribution. In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any Holder exercising rights under this Agreement, or any controlling person of any such Holder, makes a claim for indemnification pursuant to this Section 1.5 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 1.5 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any such selling Holder or any such controlling person in circumstances for which indemnification is provided under this Section 1.5; then, and in each such case, the Company and such Holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that such Holder is responsible for the portion represented by the percentage that the public offering price of its Registrable Securities offered by and sold under the registration statement bears to the public offering price of all securities offered by and sold under such registration statement, and the Company and other selling Holders are responsible for the remaining portion; provided, however, that, in any such case: (A) no such Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.