REDOX TECHNOLOGY CORP
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>c40790_ex10-1.txt
<TEXT>
                                                                         EX-10.1

                          SECURITIES PURCHASE AGREEMENT

         SECURITIES PURCHASE AGREEMENT (this  "AGREEMENT"),  dated as of January
31,  2006,  by and among  Redox  Technology  Corporation  (A/K/A  Midnight  Auto
Holdings,  Inc.),  a Delaware  corporation,  with  headquarters  located at 3872
Rochester Road, Troy, MI 48083 (the  "COMPANY"),  and each of the purchasers set
forth on the signature pages hereto (the "BUYERS").

         WHEREAS:

         A. The  Company  and the  Buyers  are  executing  and  delivering  this
Agreement in reliance upon the exemption from securities  registration  afforded
by the rules and regulations as promulgated by the United States  Securities and
Exchange  Commission  (the "SEC") under the  Securities  Act of 1933, as amended
(the "1933 ACT");

         B. On January  19,  2006,  the Buyers  purchased  from the  Company the
secured  promissory notes listed on Schedule I attached hereto, for an aggregate
purchase price of Two Hundred Thousand Dollars ($200,000) (the "BRIDGE NOTES");

         C. Buyers now desire to purchase  and the Company  desires to issue and
sell,  upon the terms and conditions set forth in this Agreement (i) 10% secured
convertible notes of the Company, in the form attached hereto as EXHIBIT "A", in
the aggregate  principal  amount of Eight Hundred  Thousand  Dollars  ($800,000)
(together  with any note(s)  issued in  replacement  thereof or  otherwise  with
respect thereto in accordance with the terms thereof, the "NOTES"),  convertible
into shares of common stock,  par value  $.00005 per share,  of the Company (the
"COMMON  STOCK"),  upon the terms and subject to the  limitations and conditions
set  forth in such  Notes  and (ii)  warrants,  in the form  attached  hereto as
EXHIBIT  "B",  to  purchase an  aggregate  of One  Million Two Hundred  Thousand
(1,200,000) shares of Common Stock (the "WARRANTS");

         D. Buyers also desire to exchange and have  cancelled  the Bridge Notes
in  consideration  of the  issuance  to  Buyers  of Notes  representing  (i) the
principal  amount of the Notes purchased hereby and (ii) the principal amount of
the Bridge Notes;

         E. Each Buyer wishes to purchase,  upon the terms and conditions stated
in this  Agreement,  such  principal  amount of Notes (which  shall  include the
principal  amount of any  Bridge  Note  exchanged  by such  Buyer) and number of
Warrants  as is set  forth  immediately  below its name on the  signature  pages
hereto; and

         F.  Contemporaneous  with the execution and delivery of this Agreement,
the parties hereto are executing and delivering a Registration Rights Agreement,
in  the  form  attached  hereto  as  EXHIBIT  "C"  (the   "REGISTRATION   RIGHTS
AGREEMENT"),  pursuant  to which  the  Company  has  agreed to  provide  certain
registration rights under the 1933 Act and the rules and regulations promulgated
thereunder, and applicable state securities laws.

<PAGE>

         NOW  THEREFORE,  the Company and each of the Buyers  severally (and not
jointly) hereby agree as follows:

                  1.       PURCHASE AND SALE OF NOTES AND WARRANTS.

                           a.  PURCHASE  OF NOTES AND  WARRANTS.  On the Closing
Date (as defined below), the Company shall issue and sell to each Buyer and each
Buyer  severally  agrees to purchase from the Company such  principal  amount of
Notes and number of Warrants as is set forth immediately below such Buyer's name
on the signature pages hereto.

                           b. FORM OF PAYMENT.  On the Closing  Date (as defined
below),  (i)each  Buyer  shall pay the  purchase  price for the Notes  (less the
purchase  price paid with  respect to any Bridge  Note) and the  Warrants  to be
issued and sold to it at the Closing (as defined below) (the  "PURCHASE  PRICE")
by wire transfer of immediately  available  funds to the Company,  in accordance
with the Company's written wiring instructions, against delivery of the Notes in
the principal  amount equal to the Purchase  Price and the number of Warrants as
is set forth  immediately below such Buyer's name on the signature pages hereto,
and (ii) the Company  shall  deliver  such Notes and Warrants  duly  executed on
behalf of the Company, to such Buyer, against delivery of such Purchase Price.

                           c.  CLOSING  DATE.  Subject to the  satisfaction  (or
written  waiver) of the conditions  thereto set forth in Section 6 and Section 7
below,  the date and time of the issuance and sale of the Notes and the Warrants
pursuant to this  Agreement  (the "CLOSING  DATE") shall be 12:00 noon,  Eastern
Standard Time on January 31, 2006, or such other mutually  agreed upon time. The
closing of the transactions contemplated by this Agreement (the "CLOSING") shall
occur on the Closing Date at such location as may be agreed to by the parties.

                           d.  CANCELLATION  OF BRIDGE NOTES.  Each Buyer hereby
acknowledges and agrees that upon issuance to such Buyer of a Note in accordance
with the terms and  conditions of this  Agreement,  that any Bridge Note held by
such Buyer shall be deemed  cancelled and such Buyer shall remit any Bridge Note
to the Company for cancellation  immediately  after Closing.  Each Buyer further
acknowledges  and agrees  that that  certain  Guaranty,  dated as of January 19,
2006,  of  Nicholas A. Cocco for the  benefit of the Buyers  (specifically,  AJW
Family of Funds) shall be deemed terminated and of no further effect immediately
upon Closing.

                  2.       BUYERS'  REPRESENTATIONS  AND WARRANTIES.  Each Buyer
severally (and not jointly)  represents and warrants to the Company solely as to
such Buyer that:

                           a. INVESTMENT  PURPOSE.  As of the date hereof,  such
Buyer is  purchasing  the Notes and the  shares of Common  Stock  issuable  upon
conversion of or otherwise pursuant to the Notes (including, without limitation,
such  additional  shares of Common Stock, if any, as are issuable (i) on account
of interest on the Notes,  (ii) as a result of the events  described in Sections
1.3  and  1.4(g)  of the  Notes  and  Section  2(c) of the  Registration  Rights
Agreement  or (iii) in payment of the  Standard  Liquidated  Damages  Amount (as
defined in Section 2(f) below) pursuant to this Agreement, such shares of Common
Stock being collectively  referred to herein as the "CONVERSION SHARES") and the
Warrants  and the shares of Common Stock  issuable  upon  exercise  thereof (the
"WARRANT SHARES" and, collectively with the Notes, Warrants and

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<PAGE>

Conversion  Shares, the "SECURITIES") for its own account and not with a present
view towards the public sale or distribution  thereof,  except pursuant to sales
registered or exempted from registration under the 1933 Act; PROVIDED,  HOWEVER,
that by making the representations herein, such Buyer does not agree to hold any
of the  Securities for any minimum or other specific term and reserves the right
to dispose of the  Securities  at any time in  accordance  with or pursuant to a
registration statement or an exemption under the 1933 Act.

                           b.  ACCREDITED  INVESTOR  STATUS.  Such  Buyer  is an
"accredited investor" as that term is defined in Rule 501(a) of Regulation D (an
"ACCREDITED INVESTOR").

                           c.  RELIANCE ON  EXEMPTIONS.  Such Buyer  understands
that the  Securities  are being offered and sold to it in reliance upon specific
exemptions from the registration requirements of United States federal and state
securities  laws and that the Company is relying upon the truth and accuracy of,
and such Buyer's compliance with, the representations,  warranties,  agreements,
acknowledgments  and  understandings  of such Buyer set forth herein in order to
determine the  availability of such exemptions and the eligibility of such Buyer
to acquire the Securities.

                           d.   INFORMATION.   Such  Buyer  and  its  respective
advisors,  if any,  have  been  furnished  with all  materials  relating  to the
business,  finances and operations of the Company and materials  relating to the
offer and sale of the Securities  which have been  reasonably  requested by such
Buyer or its advisors. Such Buyer and its respective advisors, if any, have been
afforded the  opportunity to ask questions of the Company.  Notwithstanding  the
foregoing,  the Company has not  disclosed to such Buyer any material  nonpublic
information and will not disclose such  information  unless such  information is
disclosed to the public prior to or promptly  following such  disclosure to such
Buyer.  Neither  such  inquiries  nor  any  other  due  diligence  investigation
conducted  by such Buyer or any of its  respective  advisors or  representatives
shall  modify,   amend  or  affect  Buyer's  right  to  rely  on  the  Company's
representations  and  warranties  contained  in  Section  3  below.  Such  Buyer
understands that its investment in the Securities  involves a significant degree
of risk.

                           e. GOVERNMENTAL  REVIEW.  Such Buyer understands that
no United States federal or state agency or any other government or governmental
agency  has  passed  upon or  made  any  recommendation  or  endorsement  of the
Securities.

                           f. TRANSFER OR RE-SALE.  Such Buyer  understands that
(i) except as provided in the Registration Rights Agreement, the sale or re-sale
of the Securities have not been and are not being  registered under the 1933 Act
or  any  applicable  state  securities  laws,  and  the  Securities  may  not be
transferred  unless  (a)  the  Securities  are  sold  pursuant  to an  effective
registration  statement  under the 1933 Act, (b) such Buyer shall have delivered
to the Company an opinion of counsel that shall be in form,  substance and scope
customary for opinions of counsel in comparable  transactions to the effect that
the Securities to be sold or transferred may be sold or transferred  pursuant to
an exemption  from such  registration,  which  opinion  shall be accepted by the
Company,  (c) the  Securities  are sold or  transferred  to an  "affiliate"  (as
defined in Rule 144 promulgated  under the 1933 Act (or a successor rule) ("RULE
144")) of such Buyer who agrees to sell or  otherwise  transfer  the  Securities
only in accordance with this Section 2(f) and who is an Accredited Investor,  or
(d) the Securities are sold pursuant to Rule 144, and such

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<PAGE>

Buyer shall have delivered to the Company an opinion of counsel that shall be in
form,  substance  and scope  customary  for  opinions  of counsel  in  corporate
transactions,  which opinion shall be accepted by the Company;  (ii) any sale of
such Securities made in reliance on Rule 144 may be made only in accordance with
the terms of said Rule and further, if said Rule is not applicable,  any re-sale
of such  Securities  under  circumstances  in which the  seller  (or the  person
through whom the sale is made) may be deemed to be an underwriter  (as that term
is defined in the 1933 Act) may  require  compliance  with some other  exemption
under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii)
neither  the Company nor any other  person is under any  obligation  to register
such  Securities  under the 1933 Act or any state  securities  laws or to comply
with the terms and conditions of any exemption  thereunder (in each case,  other
than  pursuant  to  the  Registration  Rights  Agreement).  Notwithstanding  the
foregoing  or  anything  else  contained  herein  to the  contrary,  subject  to
applicable law, the Securities may be pledged as collateral in connection with a
BONA FIDE margin  account or other  lending  arrangement.  In the event that the
Company  does not  accept an  opinion  of  counsel  provided  by such Buyer with
respect  to  the  transfer  of   Securities   pursuant  to  an  exemption   from
registration,  such as Rule  144,  and  such  opinion  is  correct  in form  and
substance,  within  three (3)  business  days of  delivery of the opinion to the
Company, the Company shall pay to such Buyer liquidated damages of three percent
(3%) of the  outstanding  amount of the Notes  held by such Buyer per month plus
accrued and unpaid interest on the Notes,  prorated for partial months,  in cash
or shares at the option of the Company  ("STANDARD  LIQUIDATED DAMAGES AMOUNT").
If the Company elects to pay the Standard Liquidated Damages Amount in shares of
Common Stock, such shares shall be issued at the Conversion Price at the time of
payment.

                           g. LEGENDS. Such Buyer understands that the Notes and
the Warrants and,  until such time as the  Conversion  Shares and Warrant Shares
have been  registered  under the 1933 Act as  contemplated  by the  Registration
Rights  Agreement  or  otherwise  may be sold  pursuant  to Rule 144 without any
restriction as to the number of securities as of a particular date that can then
be  immediately  sold,  the  Conversion  Shares  and  Warrant  Shares may bear a
restrictive  legend in  substantially  the following  form (and a  stop-transfer
order may be placed against transfer of the certificates for such Securities):

                  "The securities represented by this certificate
                  have not been  registered  under the Securities
                  Act of 1933, as amended. The securities may not
                  be sold,  transferred,  assigned,  or otherwise
                  disposed  of in  the  absence  of an  effective
                  registration statement for the securities under
                  said Act,  or an opinion of  counsel,  in form,
                  substance  and scope  customary for opinions of
                  counsel  in   comparable   transactions,   that
                  registration  is not required under said Act or
                  unless  sold  pursuant  to Rule 144 under  said
                  Act."

         The legend set forth above shall be removed and the Company shall issue
a certificate without such legend to the holder of any Security upon which it is
stamped,  if, unless otherwise required by applicable state securities laws, (a)
such Security is registered for sale under an effective  registration  statement
filed under the 1933 Act or otherwise  may be sold  pursuant to Rule 144 without
any  restriction as to the number of securities as of a particular date that can
then be immediately  sold, (b) such holder  provides the Company with an opinion
of counsel,  in form,  substance and scope  customary for opinions of counsel in
comparable transactions, to the

                                       4
<PAGE>

effect  that a public  sale or transfer  of such  Security  may be made  without
registration  under the 1933 Act, which opinion shall be accepted by the Company
so that the sale or  transfer  is  effected,  or (c) such  holder  provides  the
Company with reasonable  assurances that such Security shall be sold pursuant to
Rule 144. Such Buyer agrees to sell all Securities,  including those represented
by a certificate(s)  from which the legend has been removed,  in compliance with
applicable prospectus delivery requirements, if any.

                           h. AUTHORIZATION; ENFORCEMENT. This Agreement and the
Registration  Rights  Agreement  have been  duly and  validly  authorized.  This
Agreement has been duly executed and delivered on behalf of such Buyer, and this
Agreement  constitutes,  and upon  execution  and  delivery by such Buyer of the
Registration Rights Agreement, such agreement will constitute,  legal, valid and
binding agreements of such Buyer enforceable in accordance with their respective
terms.

                           i.  RESIDENCY.  Such  Buyer  is  a  resident  of  the
jurisdiction  set forth  immediately  below such Buyer's  name on the  signature
pages hereto.

                  3.       REPRESENTATIONS  AND  WARRANTIES OF THE COMPANY.  The
Company represents and warrants to each Buyer that:

                           a.  ORGANIZATION AND  QUALIFICATION.  The Company and
each of its  Subsidiaries  (as defined  below),  if any, is a  corporation  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction  in  which  it is  incorporated,  with  full  power  and  authority
(corporate and other) to own, lease, use and operate its properties and to carry
on its business as and where now owned,  leased,  used,  operated and conducted.
SCHEDULE 3(A) sets forth a list of all of the Subsidiaries (as defined below) of
the Company and the jurisdiction in which each is incorporated.  The Company and
each of its  Subsidiaries  is duly  qualified  as a  foreign  corporation  to do
business and is in good standing in every jurisdiction in which its ownership or
use of  property  or the  nature  of the  business  conducted  by it makes  such
qualification  necessary  except where the failure to be so qualified or in good
standing would not have a Material  Adverse  Effect.  "MATERIAL  ADVERSE EFFECT"
means any material adverse effect on the business, operations, assets, financial
condition or prospects of the Company or its  Subsidiaries,  if any,  taken as a
whole,  or on the  transactions  contemplated  hereby  or by the  agreements  or
instruments to be entered into in connection herewith.  "SUBSIDIARIES" means any
corporation or other organization,  whether  incorporated or unincorporated,  in
which the  Company  owns,  directly  or  indirectly,  all of the equity or other
ownership interests.

                           b.  AUTHORIZATION;  ENFORCEMENT.  (i) The Company has
all  requisite  corporate  power and  authority  to enter into and perform  this
Agreement,  the Registration  Rights Agreement,  the Notes and the Warrants and,
subject to the adoption of necessary  resolutions  by the Board of Directors and
the  stockholders  of  the  Company  and  the  filing  of an  amendment  to  the
Certificate of Incorporation of the Company (the "CERTIFICATE OF INCORPORATION")
increasing the number of authorized shares of Common Stock with the Secretary of
State of the State of Delaware (the "CHARTER  AMENDMENT  ACTIONS") to consummate
the transactions contemplated hereby and thereby and to issue the Securities, in
accordance with the terms hereof and thereof, (ii) the execution and delivery of
this Agreement, the Registration Rights Agreement, the Notes and the Warrants by
the Company and, subject to the completion of the Charter Amendment

                                       5
<PAGE>

Actions,  the  consummation by it of the  transactions  contemplated  hereby and
thereby  (including,  without  limitation,  the  issuance  of the  Notes and the
Warrants and the issuance and reservation for issuance of the Conversion  Shares
and Warrant Shares issuable upon conversion or exercise  thereof) have been duly
authorized  by the  Company's  Board of  Directors  and no  further  consent  or
authorization  of the Company,  its Board of Directors,  or its  shareholders is
required,  (iii) this  Agreement  has been duly  executed  and  delivered by the
Company by its authorized representative,  and such authorized representative is
the true and official  representative  with authority to sign this Agreement and
the  other  documents  executed  in  connection  herewith  and bind the  Company
accordingly,  and  (iv)  this  Agreement  constitutes,  and upon  execution  and
delivery by the Company of the Registration Rights Agreement,  the Notes and the
Warrants,  each of such instruments will constitute,  a legal, valid and binding
obligation of the Company enforceable against the Company in accordance with its
respective terms.

                           c.  CAPITALIZATION.  Except as set forth on  SCHEDULE
3(C),  as of the date  hereof,  the  authorized  capital  stock  of the  Company
consists of (i) 350,000,000 shares of Common Stock, par value $0.00005, of which
350,000,000  shares are issued and  outstanding  and (ii)  10,000,000  shares of
preferred  stock,  par  value  $0.001,   of  which  no  shares  are  issued  and
outstanding.  The Company intends to amend it Certificate of  Incorporation,  as
soon as  practicable,  in order to increase the number of  authorized  shares of
Common  Stock to  1,000,000,000  shares,  in order that the Company may issue an
aggregate of 117,700,000  shares of Common Stock to certain of its  shareholders
(as it has committed to do) and have enough shares of Common Stock  reserved for
issuance upon exercise of  outstanding  warrants and  conversion of  outstanding
notes.  All of such  outstanding  shares of capital  stock are, or upon issuance
will be, duly  authorized,  validly  issued,  fully paid and  nonassessable.  No
shares of capital stock of the Company are subject to  preemptive  rights or any
other  similar  rights  of the  shareholders  of the  Company  or any  liens  or
encumbrances  imposed  through  the  actions or  failure to act of the  Company.
Except as  disclosed in SCHEDULE  3(C),  as of the date of this  Agreement,  (i)
there are no  outstanding  options,  warrants,  scrip,  rights to subscribe for,
puts,  calls,  rights of first refusal,  agreements,  understandings,  claims or
other  commitments  or  rights  of any  character  whatsoever  relating  to,  or
securities or rights  convertible into or exchangeable for any shares of capital
stock of the Company or any of its  Subsidiaries,  or  arrangements by which the
Company or any of its  Subsidiaries  is or may become bound to issue  additional
shares of capital  stock of the Company or any of its  Subsidiaries,  (ii) there
are  no  agreements  or  arrangements  under  which  the  Company  or any of its
Subsidiaries is obligated to register the sale of any of its or their securities
under the 1933 Act (except the  Registration  Rights  Agreement) and (iii) there
are no anti-dilution or price  adjustment  provisions  contained in any security
issued by the Company (or in any agreement providing rights to security holders)
that  will  be  triggered  by the  issuance  of the  Notes,  the  Warrants,  the
Conversion  Shares or Warrant  Shares.  The Company has made  available  to each
Buyer true copies of the Certificate of  Incorporation  as in effect on the date
hereof, the Company's By-laws,  as in effect on the date hereof (the "BY-LAWS"),
and the terms of all securities convertible into or exercisable for Common Stock
of the  Company  and the  material  rights of the  holders  thereof  in  respect
thereto.

                           d. ISSUANCE OF SHARES.  Subject to the  completion of
the Charter Amendment Actions, the Conversion Shares and Warrant Shares are duly
authorized  and reserved  for issuance  and,  upon  conversion  of the Notes and
exercise of the Warrants in  accordance  with their  respective  terms,  will be
validly issued, fully paid and non-assessable, and

                                       6
<PAGE>

free from all taxes,  liens,  claims and encumbrances  with respect to the issue
thereof and shall not be subject to preemptive rights or other similar rights of
shareholders  of the Company  and will not impose  personal  liability  upon the
holder thereof.

                           e.   ACKNOWLEDGMENT   OF   DILUTION.    The   Company
understands and acknowledges the potentially dilutive effect to the Common Stock
upon the issuance of the Conversion Shares and Warrant Shares upon conversion of
the Note or exercise of the Warrants.  The Company further acknowledges that its
obligation to issue Conversion  Shares and Warrant Shares upon conversion of the
Notes or exercise of the Warrants in accordance with this  Agreement,  the Notes
and the Warrants is absolute and unconditional regardless of the dilutive effect
that such issuance may have on the ownership  interests of other shareholders of
the Company.

                           f. NO  CONFLICTS.  Subject to the  completion  of the
Charter  Amendment  Actions,  the  execution,  delivery and  performance of this
Agreement,  the Registration Rights Agreement, the Notes and the Warrants by the
Company and the  consummation  by the Company of the  transactions  contemplated
hereby and thereby (including,  without limitation, the issuance and reservation
for issuance of the Conversion  Shares and Warrant Shares) will not (i) conflict
with  or  result  in  a  violation  of  any  provision  of  the  Certificate  of
Incorporation or By-laws or (ii) violate or conflict with, or result in a breach
of any  provision  of, or constitute a default (or an event which with notice or
lapse of time or both  could  become a  default)  under,  or give to others  any
rights  of  termination,   amendment,   acceleration  or  cancellation  of,  any
agreement,  indenture, patent, patent license or instrument to which the Company
or any of its  Subsidiaries  is a party,  or (iii)  result in a violation of any
law, rule,  regulation,  order,  judgment or decree (including federal and state
securities  laws  and   regulations  and  regulations  of  any   self-regulatory
organizations  to which the Company or its  securities  are  currently  subject)
applicable to the Company or any of its Subsidiaries or by which any property or
asset of the Company or any of its Subsidiaries is bound or affected (except for
such conflicts, defaults, terminations, amendments, accelerations, cancellations
and violations as would not,  individually or in the aggregate,  have a Material
Adverse  Effect).  Except for the failure of the Company to deliver a portion of
the shares of Common Stock to the stockholders of Midnight Auto Holdings,  Inc.,
a Michigan  corporation,  neither the Company nor any of its  Subsidiaries is in
violation of its Certificate of Incorporation,  By-laws or other  organizational
documents and neither the Company nor any of its Subsidiaries is in default (and
no event has  occurred  which with notice or lapse of time or both could put the
Company or any of its  Subsidiaries in default)  under,  and neither the Company
nor any of its  Subsidiaries  has taken any  action or failed to take any action
that would give to others any rights of termination,  amendment, acceleration or
cancellation of, any agreement,  indenture or instrument to which the Company or
any of its  Subsidiaries  is a party or by which any  property  or assets of the
Company or any of its  Subsidiaries  is bound or  affected,  except for possible
defaults as would not, individually or in the aggregate, have a Material Adverse
Effect.  The  businesses  of the Company and its  Subsidiaries,  if any, are not
being  conducted,  and shall not be conducted so long as a Buyer owns any of the
Securities, in violation of any law, ordinance or regulation of any governmental
entity,  which violation would cause a Material  Adverse Effect.  Except for the
completion of the Charter  Amendment  Actions,  as specifically  contemplated by
this  Agreement  and as  required  under the 1933 Act and any  applicable  state
securities   laws,   the  Company  is  not   required  to  obtain  any  consent,
authorization  or order of, or make any filing or registration  with, any court,
governmental agency, regulatory

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<PAGE>

agency, self regulatory organization or stock market or any third party in order
for  it to  execute,  deliver  or  perform  any of its  obligations  under  this
Agreement,  the  Registration  Rights  Agreement,  the Notes or the  Warrants in
accordance  with the terms  hereof or thereof or to issue and sell the Notes and
Warrants in accordance with the terms hereof and to issue the Conversion  Shares
upon  conversion  of the Notes  and the  Warrant  Shares  upon  exercise  of the
Warrants.  Except  for the  taking  of the  Charter  Amendment  Actions  and all
consents, authorizations, orders, filings and registrations which the Company is
required to obtain pursuant to the preceding sentence have been obtained or will
be obtained promptly after Closing effected on or prior to the date hereof.

                           g.  ABSENCE OF CERTAIN  CHANGES.  Since  December 31,
2005,  there  has  been no  material  adverse  change  and no  material  adverse
development  in  the  assets,  liabilities,  business,  properties,  operations,
financial condition, results of operations or prospects of the Company or any of
its Subsidiaries.

                           h. ABSENCE OF LITIGATION.  There is no action,  suit,
claim,  proceeding,  inquiry or  investigation  before or by any  court,  public
board,  government agency,  self-regulatory  organization or body pending or, to
the knowledge of the Company or any of its Subsidiaries,  threatened  against or
affecting the Company or any of its Subsidiaries, or their officers or directors
in their capacity as such, that could have a Material  Adverse Effect.  SCHEDULE
3(H)  contains  a  complete  list and  summary  description  of any  pending  or
threatened   proceeding   against  or  affecting  the  Company  or  any  of  its
Subsidiaries, without regard to whether it would have a Material Adverse Effect.
The Company and its Subsidiaries are unaware of any facts or circumstances which
might give rise to any of the foregoing.

                           i. PATENTS,  COPYRIGHTS, ETC. The Company and each of
its Subsidiaries  owns or possesses the requisite  licenses or rights to use all
patents,  patent  applications,   patent  rights,  inventions,  know-how,  trade
secrets, trademarks, trademark applications, service marks, service names, trade
names and copyrights ("INTELLECTUAL PROPERTY") necessary to enable it to conduct
its business as now operated  (and, to the best of the Company's  knowledge,  as
presently  contemplated  to be  operated  in the  future);  there is no claim or
action by any person pertaining to, or proceeding  pending,  or to the Company's
knowledge  threatened,  which  challenges  the  right  of  the  Company  or of a
Subsidiary with respect to any Intellectual  Property  necessary to enable it to
conduct  its  business  as now  operated  (and,  to the  best  of the  Company's
knowledge,  as presently contemplated to be operated in the future); to the best
of the  Company's  knowledge,  the  Company's or its  Subsidiaries'  current and
intended  products,  services and processes do not infringe on any  Intellectual
Property or other  rights held by any person;  and the Company is unaware of any
facts or  circumstances  which  might  give  rise to any of the  foregoing.  The
Company and each of its Subsidiaries have taken reasonable  security measures to
protect the secrecy, confidentiality and value of their Intellectual Property.

                           j. NO MATERIALLY ADVERSE CONTRACTS,  ETC. Neither the
Company nor any of its  Subsidiaries  is subject to any  charter,  corporate  or
other legal  restriction,  or any judgment,  decree,  order,  rule or regulation
which in the judgment of the Company's officers has or is expected in the future
to  have  a  Material  Adverse  Effect.  Neither  the  Company  nor  any  of its
Subsidiaries  is a party to any contract or  agreement  which in the judgment of
the Company's officers has or is expected to have a Material Adverse Effect.

                                       8
<PAGE>

                           k. TAX STATUS.  Except as set forth on SCHEDULE 3(k),
the Company and each of its  Subsidiaries  has made or filed all federal,  state
and foreign income and all other tax returns,  reports and declarations required
by any  jurisdiction  to which it is subject (unless and only to the extent that
the Company and each of its  Subsidiaries  has set aside on its books provisions
reasonably  adequate for the payment of all unpaid and unreported taxes) and has
paid all taxes and other governmental  assessments and charges that are material
in  amount,  shown  or  determined  to be  due  on  such  returns,  reports  and
declarations,  except  those being  contested in good faith and has set aside on
its  books  provisions  reasonably  adequate  for the  payment  of all taxes for
periods subsequent to the periods to which such returns, reports or declarations
apply.  To the  Company's  knowledge,  there are no unpaid taxes in any material
amount  claimed  to be due by the  taxing  authority  of any  jurisdiction.  The
Company  has not  executed a waiver with  respect to the statute of  limitations
relating to the assessment or collection of any foreign, federal, state or local
tax.  Except as set forth on SCHEDULE 3(k), none of the Company's tax returns is
presently being audited by any taxing authority.

                           l.  CERTAIN  TRANSACTIONS.  Except  as set  forth  on
SCHEDULE  3(l) and except for arm's  length  transactions  pursuant to which the
Company or any of its  Subsidiaries  makes  payments in the  ordinary  course of
business  upon  terms  no  less  favorable  than  the  Company  or  any  of  its
Subsidiaries  could obtain from third  parties and other than the grant of stock
options  disclosed  on  SCHEDULE  3(c),  none  of the  officers,  directors,  or
employees  of the  Company  is  presently  a party to any  transaction  with the
Company  or any of its  Subsidiaries  (other  than for  services  as  employees,
officers and directors),  including any contract, agreement or other arrangement
providing for the furnishing of services to or by,  providing for rental of real
or personal property to or from, or otherwise  requiring payments to or from any
officer,  director or such  employee or, to the  knowledge  of the Company,  any
corporation,  partnership, trust or other entity in which any officer, director,
or any such  employee  has a  substantial  interest or is an officer,  director,
trustee or partner.

                           m.  DISCLOSURE.   All  information   relating  to  or
concerning  the Company or any of its  Subsidiaries  set forth in this Agreement
and  provided to the Buyers  pursuant to Section  2(d) hereof and  otherwise  in
connection with the transactions contemplated hereby is, to the knowledge of the
Company,  true and  correct in all  material  respects  and the  Company has not
omitted to state any material  fact  necessary  in order to make the  statements
made  herein or  therein,  in light of the  circumstances  under which they were
made, not misleading.  To the knowledge of the Company, no event or circumstance
has occurred or exists with respect to the Company or any of its Subsidiaries or
its  or  their  business,   properties,   prospects,   operations  or  financial
conditions,  which,  under  applicable law, rule or regulation,  requires public
disclosure  or  announcement  by the  Company but which has not been so publicly
announced or disclosed  (assuming  for this purpose that the  Company's  reports
filed under the 1934 Act are being  incorporated into an effective  registration
statement filed by the Company under the 1933 Act).

                           n.  ACKNOWLEDGMENT   REGARDING  BUYERS'  PURCHASE  OF
SECURITIES.  The  Company  acknowledges  and  agrees  that the Buyers are acting
solely in the capacity of arm's length purchasers with respect to this Agreement
and the transactions  contemplated hereby. The Company further acknowledges that
no Buyer is acting as a financial advisor or fiduciary of the Company (or in any
similar   capacity)  with  respect  to  this  Agreement  and  the   transactions
contemplated  hereby  and  any  statement  made  by any  Buyer  or any of  their
respective

                                       9
<PAGE>

representatives or agents in connection with this Agreement and the transactions
contemplated  hereby is not advice or a recommendation  and is merely incidental
to the Buyers'  purchase of the Securities.  The Company  further  represents to
each Buyer that the  Company's  decision to enter into this  Agreement  has been
based   solely  on  the   independent   evaluation   of  the   Company  and  its
representatives.

                           o.  NO  INTEGRATED  OFFERING.  Except  for  sales  of
securities to the Buyers and affiliates thereof heretofore consummated,  neither
the Company,  nor any of its  affiliates,  nor any person acting on its or their
behalf,  has directly or indirectly  made any offers or sales in any security or
solicited any offers to buy any security under  circumstances that would require
registration under the 1933 Act of the issuance of the Securities to the Buyers.
The issuance of the  Securities  to the Buyers will not be  integrated  with any
other  issuance  of the  Company's  securities  (past,  current or  future)  for
purposes of any shareholder approval provisions applicable to the Company or its
securities.

                           p. NO BROKERS.  The Company has taken no action which
would  give  rise  to  any  claim  by  any  person  for  brokerage  commissions,
transaction  fees  or  similar  payments  relating  to  this  Agreement  or  the
transactions contemplated hereby.

                           q. PERMITS;  COMPLIANCE.  The Company and each of its
Subsidiaries   is  in   possession   of   all   material   franchises,   grants,
authorizations,  licenses, permits, easements, variances,  exemptions, consents,
certificates,  approvals  and orders  necessary  to own,  lease and  operate its
properties  and  to  carry  on  its  business  as  it  is  now  being  conducted
(collectively, the "COMPANY PERMITS"), and there is no action pending or, to the
knowledge of the Company, threatened regarding suspension or cancellation of any
of the Company  Permits.  Neither the Company nor any of its  Subsidiaries is in
conflict with, or in default or violation of, any of the Company Permits, except
for any such  conflicts,  defaults or violations  which,  individually or in the
aggregate,  would not reasonably be expected to have a Material  Adverse Effect.
Since  December 31, 2005,  neither the Company nor any of its  Subsidiaries  has
received  any  notification  with  respect to  possible  conflicts,  defaults or
violations  of  applicable  laws,   except  for  notices  relating  to  possible
conflicts, defaults or violations, which conflicts, defaults or violations would
not have a Material Adverse Effect.

                           r. ENVIRONMENTAL MATTERS.

                               (i)  There are, to the Company's knowledge,  with
respect to the  Company or any of its  Subsidiaries  or any  predecessor  of the
Company,  no  present  violations  of  Environmental  Laws (as  defined  below),
releases  of  any   material   into  the   environment,   actions,   activities,
circumstances,  conditions,  events, incidents, or contractual obligations which
may give rise to any common law  environmental  liability or any liability under
the Comprehensive Environmental Response, Compensation and Liability Act of 1980
or similar federal, state, local or foreign laws and neither the Company nor any
of  its  Subsidiaries  has  received  any  notice  with  respect  to  any of the
foregoing, nor is any action pending or, to the Company's knowledge,  threatened
in connection with any of the foregoing. The term "ENVIRONMENTAL LAWS" means all
material  federal,  state,  local or  foreign  laws  relating  to  pollution  or
protection of human health or the environment  (including,  without  limitation,
ambient air,  surface water,  groundwater,  land surface or subsurface  strata),
including, without limitation, laws relating to emissions,  discharges,

                                       10
<PAGE>

releases or threatened releases of chemicals,  pollutants contaminants, or toxic
or hazardous substances or wastes (collectively, "HAZARDOUS MATERIALS") into the
environment, or otherwise relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of Hazardous Materials,
as well as all  authorizations,  codes,  decrees,  demands  or  demand  letters,
injunctions,  judgments,  licenses,  notices or notice letters, orders, permits,
plans or regulations issued, entered, promulgated or approved thereunder.

                               (ii) Other than  those  that are or were  stored,
used or disposed of in compliance with  applicable  law, no Hazardous  Materials
are contained on or about any real property  currently owned,  leased or used by
the Company or any of its Subsidiaries, and no Hazardous Materials were released
on or about any real property previously owned, leased or used by the Company or
any of its Subsidiaries during the period the property was owned, leased or used
by the Company or any of its  Subsidiaries,  except in the normal  course of the
Company's or any of its Subsidiaries' business.

                               (iii) There are no  underground  storage tanks on
or under any real  property  owned,  leased or used by the Company or any of its
Subsidiaries that are not in compliance with applicable law.

                           s. TITLE TO PROPERTY. Except as set forth on SCHEDULE
3(s), the Company and its  Subsidiaries  have good and  marketable  title to all
real property and good and  marketable  title to all personal  property owned by
them which is material to the business of the Company and its  Subsidiaries,  in
each case free and clear of all liens and encumbrances  and, to the knowledge of
the Company, defects or such as would not have a Material Adverse Effect. To the
knowledge of the Company,  any real property and facilities  held under lease by
the Company and its  Subsidiaries  are held by them under valid,  subsisting and
enforceable  leases with such  exceptions  as would not have a Material  Adverse
Effect.

                           t.   INSURANCE.   The   Company   and   each  of  its
Subsidiaries  are  insured by insurers of  recognized  financial  responsibility
against such losses and risks and in such amounts as  management  of the Company
believes to be prudent and customary in the  businesses in which the Company and
its  Subsidiaries  are engaged.  Neither the Company nor any such Subsidiary has
any reason to believe that it will not be able to renew its  existing  insurance
coverage as and when such coverage  expires or to obtain  similar  coverage from
similar  insurers as may be  necessary  to continue  its business at a cost that
would not have a Material Adverse Effect. The Company has provided to Buyer true
and  correct  copies  of all  policies  relating  to  directors'  and  officers'
liability  coverage,  errors and  omissions  coverage,  and  commercial  general
liability coverage.

                           u. INTERNAL ACCOUNTING CONTROLS. The Company and each
of  its  Subsidiaries   maintain  a  system  of  internal   accounting  controls
sufficient,  in the judgment of the  Company's  board of  directors,  to provide
reasonable  assurance  that (i)  transactions  are executed in  accordance  with
management's general or specific authorizations,  (ii) transactions are recorded
as necessary to permit  preparation of financial  statements in conformity  with
generally accepted accounting  principles and to maintain asset  accountability,
(iii) access to assets is permitted only in accordance with management's general
or specific authorization and (iv) the

                                       11
<PAGE>

recorded  accountability  for assets is  compared  with the  existing  assets at
reasonable  intervals  and  appropriate  action  is taken  with  respect  to any
differences.

                           v. FOREIGN  CORRUPT  PRACTICES.  Neither the Company,
nor any of its Subsidiaries, nor any director, officer, agent, employee or other
person acting on behalf of the Company or any  Subsidiary  has, in the course of
his actions for, or on behalf of, the Company,  used any corporate funds for any
unlawful contribution,  gift,  entertainment or other unlawful expenses relating
to  political  activity;  made any direct or  indirect  unlawful  payment to any
foreign or  domestic  government  official  or employee  from  corporate  funds;
violated  or is in  violation  of any  provision  of the  U.S.  Foreign  Corrupt
Practices Act of 1977, as amended, or made any bribe, rebate, payoff,  influence
payment,  kickback  or  other  unlawful  payment  to  any  foreign  or  domestic
government official or employee.

                           w. SOLVENCY.  The Company (after giving effect to the
transactions contemplated by this Agreement) is solvent (I.E., its assets have a
fair  market  value  in  excess  of the  amount  required  to pay  its  probable
liabilities  on its  existing  debts as they become  absolute  and  matured) and
currently  the  Company  has no  information  that would  lead it to  reasonably
conclude  that the Company  would not,  after giving  effect to the  transaction
contemplated by this Agreement,  have the ability to, nor does it intend to take
any action  that would  impair its  ability  to, pay its debts from time to time
incurred in connection therewith as such debts mature.

                           x. NO  INVESTMENT  COMPANY.  The Company is not,  and
upon the issuance and sale of the Securities as  contemplated  by this Agreement
will  not  be an  "investment  company"  required  to be  registered  under  the
Investment  Company Act of 1940 (an  "INVESTMENT  COMPANY").  The Company is not
controlled by an Investment Company.

                           y. BREACH OF  REPRESENTATIONS  AND  WARRANTIES BY THE
COMPANY.  If the Company breaches any of the  representations  or warranties set
forth in this Section 3, and in addition to any other remedies  available to the
Buyers  pursuant  to this  Agreement,  the  Company  shall pay to the Buyers the
Standard  Liquidated  Damages Amount in cash or in shares of Common Stock at the
option of the Company,  until such breach is cured. If the Company elects to pay
the Standard  Liquidated  Damages Amounts in shares of Common Stock, such shares
shall be issued at the Conversion Price at the time of payment.

                           4.       COVENANTS.

                           a. BEST  EFFORTS.  The  parties  shall use their best
efforts to satisfy timely each of the conditions  agreed to thereby described in
Section 6 and 7 of this Agreement.

                           b. FORM D; BLUE SKY LAWS.  The Company agrees to file
a Form D with respect to the  Securities as required  under  Regulation D and to
make  available a copy thereof to each Buyer  promptly  after such  filing.  The
Company shall,  on, before or promptly after the Closing Date,  take such action
as the Company shall reasonably determine is necessary to qualify the Securities
for sale to the Buyers  under  applicable  securities  or "blue sky" laws of the
states of the United States (or to obtain an exemption from such qualification),
and shall make  available  evidence of any such action so taken to each Buyer on
or prior to the Closing Date.

                                       12
<PAGE>

                           c.  REPORTING  STATUS;  ELIGIBILITY  TO USE FORM S-3,
SB-2 OR FORM S-1. The Company represents and warrants that it shall use its best
efforts to meet the  requirements  for the use of Form S-3 (or if the Company is
not  eligible  for the use of Form S-3 as of the Filing  Date (as defined in the
Registration Rights Agreement), the Company may use the form of registration for
which it is eligible at that time) for  registration of the sale by the Buyer of
the Registrable Securities (as defined in the Registration Rights Agreement). So
long as any Buyer beneficially owns any of the Securities, the Company shall use
its best  efforts to timely file all  reports  required to be filed with the SEC
pursuant to the 1934 Act, and the Company  shall not  terminate its status as an
issuer  required to file reports  under the 1934 Act even if the 1934 Act or the
rules and  regulations  thereunder  would permit such  termination.  The Company
further  agrees that it shall use its best efforts to file all reports  required
to be filed by the  Company  with the SEC in a  timely  manner  so as to  become
eligible,  and thereafter to maintain its eligibility,  for the use of Form S-3.
The Company shall issue a press release  describing  the materials  terms of the
transaction  contemplated  hereby as soon as  practicable  following the Closing
Date but in no event more than five (5) business days of the Closing Date, which
press release shall be subject to prior review by the Buyers. The Company agrees
that  such  press  release  shall not  disclose  the name of the  Buyers  unless
expressly consented to in writing by the Buyers or unless required by applicable
law or regulation, and then only to the extent of such requirement.

                           d.  USE  OF  PROCEEDS.  The  Company  shall  use  the
proceeds from the sale of the Notes and the Warrants for general working capital
purposes and shall not,  directly or indirectly,  use such proceeds for any loan
to or  investment  in any other  corporation,  partnership,  enterprise or other
person  (except in  connection  with its currently  existing  direct or indirect
Subsidiaries.

                           e.  FUTURE  OFFERINGS.   Subject  to  the  exceptions
described  below,  the Company will not,  without the prior written consent of a
majority-in-interest  of the Buyers, not to be unreasonably withheld,  negotiate
or contract with any party to obtain additional equity financing (including debt
financing  with an equity  component)  that  involves (A) the issuance of Common
Stock at a  discount  to the  market  price of the  Common  Stock on the date of
issuance  (taking  into  account the value of any warrants or options to acquire
Common Stock issued in connection  therewith) or (B) the issuance of convertible
securities that are convertible into an indeterminate number of shares of Common
Stock or (C) the issuance of warrants  during the period (the "LOCK-UP  PERIOD")
beginning on the Closing Date and ending on the later of (i) two hundred seventy
(270) days from the Closing Date and (ii) one hundred eighty (180) days from the
date  the  Registration   Statement  (as  defined  in  the  Registration  Rights
Agreement)  is declared  effective  (plus any days in which sales cannot be made
thereunder). In addition, subject to the exceptions described below, the Company
will not conduct any equity financing  (including debt with an equity component)
("FUTURE  OFFERINGS") during the period beginning on the Closing Date and ending
two (2) years  after the end of the  Lock-up  Period  unless it shall have first
delivered to each Buyer, at least twenty (20) business days prior to the closing
of such Future Offering, written notice describing the proposed Future Offering,
including the terms and conditions thereof and proposed definitive documentation
to be entered into in connection  therewith,  and providing each Buyer an option
during the fifteen (15) day period following delivery of such notice to purchase
its pro rata share (based on the ratio that the  aggregate  principal  amount of
Notes purchased by it hereunder bears to the aggregate principal amount of Notes
purchased  hereunder) of the securities  being offered in the Future Offering on
the same

                                       13
<PAGE>

terms as contemplated by such Future  Offering (the  limitations  referred to in
this sentence and the  preceding  sentence are  collectively  referred to as the
"CAPITAL  RAISING  LIMITATIONS").  In the event the  terms and  conditions  of a
proposed Future Offering are amended in any respect after delivery of the notice
to the Buyers concerning the proposed Future Offering, the Company shall deliver
a new notice to each Buyer  describing  the amended terms and  conditions of the
proposed Future Offering and each Buyer  thereafter  shall have an option during
the fifteen  (15) day period  following  delivery of such new notice to purchase
its pro  rata  share  of the  securities  being  offered  on the  same  terms as
contemplated  by such  proposed  Future  Offering,  as  amended.  The  foregoing
sentence shall apply to successive amendments to the terms and conditions of any
proposed Future Offering. The Capital Raising Limitations shall not apply to any
transaction   involving  (i)  issuances  of  securities  in  a  firm  commitment
underwritten  public offering  (excluding a continuous offering pursuant to Rule
415 under the 1933 Act) or (ii) issuances of securities as  consideration  for a
merger, consolidation or purchase of assets, or in connection with any strategic
partnership  or joint  venture  (the  primary  purpose  of which is not to raise
equity  capital),  or in connection  with the  disposition  or  acquisition of a
business,  product or license by the Company.  The Capital  Raising  Limitations
also shall not apply to the issuance of  securities  upon exercise or conversion
of the Company's options,  warrants or other convertible  securities outstanding
as of the date hereof or to the grant of additional options or warrants,  or the
issuance of additional securities,  under any Company stock option or restricted
stock plan approved by the shareholders of the Company.

                           f.  EXPENSES.  At  the  Closing,  the  Company  shall
reimburse  Buyers  for  expenses   incurred  by  them  in  connection  with  the
negotiation,  preparation, execution, delivery and performance of this Agreement
and the other  agreements to be executed in connection  herewith  ("DOCUMENTS"),
including,  without  limitation,  attorneys' and consultants' fees and expenses,
transfer agent fees,  fees for stock  quotation  services,  fees relating to any
amendments  or  modifications  of the  Documents  or any  consents or waivers of
provisions in the  Documents,  fees for the  preparation of opinions of counsel,
escrow fees, and costs of  restructuring  the  transactions  contemplated by the
Documents in an amount not to exceed  $30,000.  When possible,  the Company must
pay these fees directly,  otherwise the Company must make immediate  payment for
reimbursement  to the Buyers for all fees and expenses  immediately upon written
notice by the Buyer or the submission of an invoice by the Buyer. If the Company
fails to  reimburse  the Buyer in full  within  three (3)  business  days of the
written  notice or  submission  of invoice by the Buyer,  the Company  shall pay
interest  on the  total  amount  of fees to be  reimbursed  at a rate of 15% per
annum.

                           g. FINANCIAL INFORMATION.  The Company agrees to send
the  following  reports to each Buyer until such Buyer  transfers,  assigns,  or
sells all of the Securities:  (i) within ten (10) days after the filing with the
SEC, a copy of its Annual  Report on Form 10-KSB its  Quarterly  Reports on Form
10-QSB  and any  Current  Reports  on Form 8-K;  (ii)  within  one (1) day after
release,  copies  of all press  releases  issued  by the  Company  or any of its
Subsidiaries; and (iii) contemporaneously with the making available or giving to
the shareholders of the Company,  copies of any notices or other information the
Company makes available or gives to such shareholders.

                           h.  AUTHORIZATION AND RESERVATION OF SHARES.  Subject
to the Stockholder  Approval (as defined in Section 4(l)),  the Company shall at
all times have

                                       14
<PAGE>

authorized,  and reserved for the purpose of  issuance,  a sufficient  number of
shares of Common  Stock to provide  for the full  conversion  or exercise of the
outstanding Notes and Warrants and issuance of the Conversion Shares and Warrant
Shares in connection  therewith  (based on the Conversion  Price of the Notes or
Exercise  Price of the  Warrants in effect  from time to time) and as  otherwise
required  by the  Notes.  The  Company  shall not reduce the number of shares of
Common Stock reserved for issuance upon  conversion of Notes and exercise of the
Warrants  without  the consent of each  Buyer.  The  Company  shall at all times
maintain  the number of shares of Common  Stock so reserved  for  issuance at an
amount  ("RESERVED  AMOUNT") equal to no less than two (2) times the number that
is then actually issuable upon full conversion of the Notes and upon exercise of
the Warrants  (based on the Conversion  Price of the Notes or the Exercise Price
of the  Warrants  in effect  from time to  time).  If at any time the  number of
shares of Common Stock  authorized  and reserved for issuance  ("AUTHORIZED  AND
RESERVED  SHARES") is below the Reserved Amount,  the Company will promptly take
all corporate action  necessary to authorize and reserve a sufficient  number of
shares, including, without limitation, calling a special meeting of shareholders
to authorize  additional  shares to meet the  Company's  obligations  under this
Section 4(h), in the case of an insufficient number of authorized shares, obtain
shareholder  approval of an increase in such  authorized  number of shares,  and
voting  the  management  shares of the  Company in favor of an  increase  in the
authorized  shares of the Company to ensure that the number of authorized shares
is sufficient to meet the Reserved  Amount.  If the Company fails to obtain such
shareholder  approval  within  sixty (60) days  following  the date on which the
number of Reserved  Amount  exceeds the  Authorized  and  Reserved  Shares,  the
Company shall pay to the Buyers the Standard  Liquidated Damages Amount, in cash
or in shares of Common  Stock at the option of each Buyer.  If a Buyer elects to
be paid the Standard  Liquidated  Damages Amount in shares of Common Stock, such
shares shall be issued at the Conversion Price at the time of payment.  In order
to ensure that the Company has authorized a sufficient  amount of shares to meet
the  Reserved  Amount at all times,  the Company  shall use its best  efforts to
deliver  to a  representative  for the  Buyers at the end of every  month a list
detailing  (1) the  current  amount  of shares  authorized  by the  Company  and
reserved for the Buyers;  and (2) amount of shares  issuable upon  conversion of
the Notes and upon  exercise of the Warrants and as payment of interest  accrued
on the Notes for one year. If the Company fails to provide such list within five
(5) business  days of having  received a written  demand  therefor,  the Company
shall pay the Standard Liquidated Damages Amount, in cash or in shares of Common
Stock at the  option of the  Buyer,  until the list is  delivered.  If the Buyer
elects to be paid the  Standard  Liquidated  Damages  Amount in shares of Common
Stock,  such  shares  shall be  issued  at the  Conversion  Price at the time of
payment.

                           i. LISTING. The Company shall use its best efforts to
secure  the  listing  of the  Conversion  Shares and  Warrant  Shares  upon each
national  securities  exchange or automated quotation system, if any, upon which
shares of Common Stock are then listed  (subject to official notice of issuance)
and, so long as any Buyer owns any of the Securities, shall maintain, so long as
any  other  shares of Common  Stock  shall be so  listed,  such  listing  of all
Conversion  Shares and Warrant Shares from time to time issuable upon conversion
of the Notes or exercise of the  Warrants.  The Company will use best efforts to
obtain  and,  so long as any  Buyer  owns any of the  Securities,  maintain  the
listing  and  trading  of its  Common  Stock  on  the  OTCBB  or any  equivalent
replacement exchange, the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap
Market  ("NASDAQ  SMALLCAP"),  the New  York  Stock  Exchange  ("NYSE"),  or the
American  Stock  Exchange  ("AMEX")  and will  comply in all  respects  with the
Company's

                                       15
<PAGE>

reporting,  filing  and  other  obligations  under  the  bylaws  or rules of the
National  Association  of Securities  Dealers  ("NASD") and such  exchanges,  as
applicable.  The  Company  shall  promptly  provide to each Buyer  copies of any
notices it receives from the OTCBB and any other exchanges or quotation  systems
on which the Common Stock is then listed regarding the continued  eligibility of
the Common Stock for listing on such exchanges and quotation systems.

                           j.   CORPORATE   EXISTENCE.   So   long  as  a  Buyer
beneficially  owns  any  Notes or  Warrants,  the  Company  shall  maintain  its
corporate existence and shall not sell all or substantially all of the Company's
assets,  except  in the  event of a merger  or  consolidation  or sale of all or
substantially  all of the  Company's  assets,  where the  surviving or successor
entity in such transaction (i) assumes the Company's  obligations  hereunder and
under the agreements  and  instruments  entered into in connection  herewith and
(ii) is a publicly traded  corporation  whose Common Stock is listed for trading
on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

                           k. NO  INTEGRATION.  The  Company  shall not make any
offers or sales of any security (other than the Securities) under  circumstances
that  would  require  registration  of the  Securities  being  offered  or  sold
hereunder  under  the 1933 Act or cause the  offering  of the  Securities  to be
integrated  with any other offering of securities by the Company for the purpose
of  any  stockholder  approval  provision  applicable  to  the  Company  or  its
securities.

                           l.  STOCKHOLDER  APPROVAL.  The Company shall use its
best efforts to file an  information  statement with the SEC no later than sixty
(60) days from the  Closing  Date and use its best  efforts to obtain,  no later
than sixty (60) days from the Closing  Date,  such  approvals  of the  Company's
stockholders  as may be  required  to issue all of the  shares  of Common  Stock
issuable upon conversion or exercise of, or otherwise with respect to, the Notes
and the Warrants in accordance with Delaware law, either through a reverse stock
split of the Common Stock or an increase in authorized capital (the "STOCKHOLDER
APPROVAL").  The Company  shall furnish to a  representative  for the Buyers and
their legal counsel  promptly (but in no event less than two (2) business  days)
before the same is filed with the SEC, one copy of the information statement and
any  amendment  thereto,  and shall  deliver to each Buyer  promptly each letter
written by or on behalf of the  Company to the SEC or the staff of the SEC,  and
each item of  correspondence  from the SEC or the staff of the SEC, in each case
relating to such  information  statement  (other than any portion  thereof which
contains  information for which the Company has sought confidential  treatment).
The Company will promptly respond to any and all comments  received from the SEC
(which  comments shall  promptly be made  available to each Buyer).  The Company
shall comply with the filing and disclosure requirements of Section 14 under the
1934 Act in connection with the Stockholder Approval. The Company represents and
warrants that its Board of Directors has approved the proposal  contemplated  by
this Section 4(l) and shall indicate such approval in the information  statement
used in connection with the Stockholder Approval.

                           m. BREACH OF COVENANTS.  If the Company  breaches any
of the  covenants  set forth in this  Section  4, and in  addition  to any other
remedies  available to the Buyers pursuant to this Agreement,  the Company shall
pay to the Buyers the Standard  Liquidated  Damages Amount, in cash or in shares
of Common Stock at the option of the Company, until such breach is cured. If the
Company elects to pay the Standard  Liquidated  Damages  Amount in shares,  such
shares shall be issued at the Conversion Price at the time of payment.

                                       16
<PAGE>

                  5.       TRANSFER AGENT INSTRUCTIONS.  The Company shall issue
irrevocable instructions to its transfer agent to issue certificates, registered
in the name of each Buyer or its nominee,  for the Conversion Shares and Warrant
Shares in such  amounts  as  specified  from  time to time by each  Buyer to the
Company upon  conversion  of the Notes or exercise of the Warrants in accordance
with the terms thereof (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to
registration  of the Conversion  Shares and Warrant Shares under the 1933 Act or
the date on which the Conversion  Shares and Warrant Shares may be sold pursuant
to Rule 144  without  any  restriction  as to the number of  Securities  as of a
particular date that can then be immediately sold, all such  certificates  shall
bear the restrictive  legend  specified in Section 2(g) of this  Agreement.  The
Company warrants that no instruction  other than the Irrevocable  Transfer Agent
Instructions  referred to in this Section 5, and stop transfer  instructions  to
give  effect to Section  2(f) hereof (in the case of the  Conversion  Shares and
Warrant  Shares,  prior to  registration  of the  Conversion  Shares and Warrant
Shares under the 1933 Act or the date on which the Conversion Shares and Warrant
Shares may be sold pursuant to Rule 144 without any restriction as to the number
of Securities as of a particular date that can then be immediately  sold),  will
be given by the  Company to its  transfer  agent and that the  Securities  shall
otherwise  be  freely  transferable  on the books and  records  of the  Company,
subject to and to the extent  provided in this  Agreement  and the  Registration
Rights  Agreement.  Nothing in this Section shall affect in any way each Buyer's
obligations  and  agreement  set forth in Section 2(g) hereof to comply with all
applicable  prospectus  delivery  requirements,  if  any,  upon  re-sale  of the
Securities.  If a Buyer  provides  the Company with (i) an opinion of counsel in
form, substance and scope customary for opinions in comparable transactions,  to
the effect that a public sale or transfer of such Securities may be made without
registration  under the 1933 Act and such sale or  transfer  is effected or (ii)
the  Buyer  provides  reasonable  assurances  that  the  Securities  can be sold
pursuant to Rule 144, the Company shall permit the transfer, and, in the case of
the Conversion  Shares and Warrant Shares,  promptly instruct its transfer agent
to issue one or more  certificates,  free from restrictive  legend, in such name
and in such  denominations as specified by such Buyer. The Company  acknowledges
that a breach by it of its obligations  hereunder will cause irreparable harm to
the Buyers, by vitiating the intent and purpose of the transactions contemplated
hereby.  Accordingly,  the  Company  acknowledges  that the  remedy at law for a
breach of its obligations  under this Section 5 may be inadequate and agrees, in
the event of a breach or threatened  breach by the Company of the  provisions of
this  Section,  that the Buyers  shall be  entitled,  in  addition  to all other
available  remedies,  to an  injunction  restraining  any breach  and  requiring
immediate  transfer,  without the necessity of showing economic loss and without
any bond or other security being required.

                  6.       CONDITIONS TO THE COMPANY'S  OBLIGATION TO SELL.  The
obligation of the Company  hereunder to issue and sell the Notes and Warrants to
a Buyer at the Closing is subject to the satisfaction,  at or before the Closing
Date of each of the following conditions thereto, provided that these conditions
are for the Company's  sole benefit and may be waived by the Company at any time
in its sole discretion:

                           a. The  applicable  Buyer  shall have  executed  this
Agreement and the Registration  Rights Agreement,  and delivered the same to the
Company.

                           b. The  applicable  Buyer  shall have  delivered  the
Purchase Price in accordance with Section 1(b) above.

                                       17
<PAGE>

                           c.  The   representations   and   warranties  of  the
applicable  Buyer shall be true and correct in all  material  respects as of the
date when made and as of the Closing  Date as though  made at that time  (except
for  representations  and warranties that speak as of a specific date),  and the
applicable  Buyer shall have  performed,  satisfied and complied in all material
respects  with  the  covenants,  agreements  and  conditions  required  by  this
Agreement to be performed, satisfied or complied with by the applicable Buyer at
or prior to the Closing Date.

                           d.  No   litigation,   statute,   rule,   regulation,
executive order, decree, ruling or injunction shall have been enacted,  entered,
promulgated  or  endorsed  by or in  any  court  or  governmental  authority  of
competent jurisdiction or any self-regulatory organization having authority over
the matters  contemplated  hereby which prohibits the consummation of any of the
transactions contemplated by this Agreement.

                  7.       CONDITIONS  TO EACH BUYER'S  OBLIGATION  TO PURCHASE.
The obligation of each Buyer hereunder to purchase the Notes and Warrants at the
Closing is subject to the satisfaction, at or before the Closing Date of each of
the following  conditions,  provided that these  conditions are for such Buyer's
sole benefit and may be waived by such Buyer at any time in its sole discretion:

                           a. The Company shall have executed this Agreement and
the Registration Rights Agreement, and delivered the same to the Buyer.

                           b. The  Company  shall have  delivered  to such Buyer
duly  executed  Notes (in such  denominations  as the Buyer shall  request)  and
Warrants in accordance with Section 1(b) above.

                           c. The Irrevocable  Transfer Agent  Instructions,  in
form and substance satisfactory to a  majority-in-interest  of the Buyers, shall
have been  delivered to and  acknowledged  in writing by the Company's  Transfer
Agent.

                           d. The  representations and warranties of the Company
shall be true and correct in all material  respects as of the date when made and
as of the Closing Date as though made at such time  (except for  representations
and  warranties  that speak as of a specific  date) and the  Company  shall have
performed,  satisfied and complied in all material  respects with the covenants,
agreements and conditions required by this Agreement to be performed,  satisfied
or complied with by the Company at or prior to the Closing Date. The Buyer shall
have received a certificate  or  certificates,  executed by the chief  executive
officer of the Company,  dated as of the Closing Date,  to the foregoing  effect
and as to such  other  matters  as may be  reasonably  requested  by such  Buyer
including,  but not  limited  to  certificates  with  respect  to the  Company's
Articles of Incorporation,  By-laws and Board of Directors' resolutions relating
to the transactions contemplated hereby.

                           e.  No   litigation,   statute,   rule,   regulation,
executive order, decree, ruling or injunction shall have been enacted,  entered,
promulgated  or  endorsed  by or in  any  court  or  governmental  authority  of
competent jurisdiction or any self-regulatory organization having authority over
the matters  contemplated  hereby which prohibits the consummation of any of the
transactions contemplated by this Agreement.

                                       18
<PAGE>

                           f.  No  event   shall  have   occurred   which  could
reasonably be expected to have a Material Adverse Effect on the Company.

                           g.  The  Buyer  shall  have   received  an  officer's
certificate described in Section 3(c) above, dated as of the Closing Date.

                  8.       GOVERNING LAW; MISCELLANEOUS.

                           a. GOVERNING  LAW. THIS AGREEMENT  SHALL BE ENFORCED,
GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS  MADE AND TO BE PERFORMED  ENTIRELY  WITHIN SUCH STATE,
WITHOUT  REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES HERETO HEREBY
SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED
IN NEW YORK, NEW YORK WITH RESPECT TO ANY DISPUTE  ARISING UNDER THIS AGREEMENT,
THE  AGREEMENTS  ENTERED  INTO  IN  CONNECTION   HEREWITH  OR  THE  TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN
INCONVENIENT  FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING.  BOTH PARTIES
FURTHER  AGREE THAT  SERVICE OF PROCESS  UPON A PARTY MAILED BY FIRST CLASS MAIL
SHALL BE DEEMED IN EVERY RESPECT  EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN
ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO
SERVE  PROCESS IN ANY OTHER MANNER  PERMITTED BY LAW.  BOTH PARTIES AGREE THAT A
FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE
AND MAY BE ENFORCED IN OTHER  JURISDICTIONS  BY SUIT ON SUCH  JUDGMENT OR IN ANY
OTHER  LAWFUL  MANNER.  THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE  ARISING
UNDER THIS AGREEMENT SHALL BE RESPONSIBLE  FOR ALL FEES AND EXPENSES,  INCLUDING
ATTORNEYS'  FEES,  INCURRED  BY THE  PREVAILING  PARTY IN  CONNECTION  WITH SUCH
DISPUTE.

                           b.  COUNTERPARTS;   SIGNATURES  BY  FACSIMILE.   This
Agreement  may be executed in one or more  counterparts,  each of which shall be
deemed an original but all of which shall  constitute one and the same agreement
and shall become effective when  counterparts have been signed by each party and
delivered to the other party.  This Agreement,  once executed by a party, may be
delivered to the other party hereto by facsimile  transmission of a copy of this
Agreement bearing the signature of the party so delivering this Agreement.

                           c.  HEADINGS.  The headings of this Agreement are for
convenience  of  reference  only and  shall  not form  part of,  or  affect  the
interpretation of, this Agreement.

                           d.  SEVERABILITY.  In the event that any provision of
this Agreement is invalid or unenforceable  under any applicable statute or rule
of law, then such  provision  shall be deemed  inoperative to the extent that it
may conflict therewith and shall be deemed modified to conform with such statute
or rule of law. Any provision  hereof which may prove  invalid or  unenforceable
under any law shall not  affect  the  validity  or  enforceability  of any other
provision hereof.

                                       19
<PAGE>

                           e. ENTIRE AGREEMENT;  AMENDMENTS.  This Agreement and
the  instruments  referenced  herein  contain  the entire  understanding  of the
parties with respect to the matters  covered  herein and therein and,  except as
specifically  set forth  herein or  therein,  neither  the Company nor the Buyer
makes any representation, warranty, covenant or undertaking with respect to such
matters.  No provision of this  Agreement may be waived or amended other than by
an instrument in writing signed by the party to be charged with enforcement.

                           f. NOTICES.  Any notices  required or permitted to be
given under the terms of this Agreement shall be sent by certified or registered
mail (return receipt requested) or delivered personally or by courier (including
a recognized  overnight delivery service) or by facsimile and shall be effective
five days after being  placed in the mail,  if mailed by regular  United  States
mail,  or upon  receipt,  if  delivered  personally  or by courier  (including a
recognized  overnight delivery service) or by facsimile,  in each case addressed
to a party. The addresses for such communications shall be:

                           If to the Company:

                                    Redox Technology Corporation
                                    3872 Rochester Road
                                    Troy, MI 48083
                                    Attention: Chief Executive Officer
                                    Telephone:
                                    Facsimile: 586-783-1367

                           With a copy to:

                                    Reitler Brown & Rosenblatt LLC
                                    800 Third Avenue, 21st Floor
                                    New York, NY 10022
                                    Attention: Robert Steven Brown, Esq.
                                    Telephone: 212-209-3014
                                    Facsimile: 212-371-5500


         If to a Buyer: To the address set forth  immediately below such Buyer's
name on the signature pages hereto.

                           With copy to:

                                    Ballard Spahr Andrews & Ingersoll, LLP
                                    1735 Market Street
                                    51st Floor
                                    Philadelphia, Pennsylvania  19103
                                    Attention: Gerald J. Guarcini, Esq.
                                    Telephone: 215-864-8625
                                    Facsimile: 215-864-8999
                                    Email:  guarcini@ballardspahr.com

                                       20
<PAGE>

         Each party  shall  provide  notice to the other  party of any change in
address.

                           g.  SUCCESSORS AND ASSIGNS.  This Agreement  shall be
binding  upon and inure to the benefit of the parties and their  successors  and
assigns.  Neither the Company nor any Buyer shall  assign this  Agreement or any
rights or obligations  hereunder without the prior written consent of the other.
Notwithstanding the foregoing, subject to Section 2(f), any Buyer may assign its
rights  hereunder to any person who is an  "Accredited  Investor" that purchases
Securities in a private  transaction from a Buyer or to any of its "affiliates,"
as that term is defined under the 1934 Act, without the consent of the Company.

                           h.  THIRD  PARTY  BENEFICIARIES.  This  Agreement  is
intended for the benefit of the parties  hereto and their  respective  permitted
successors  and  assigns,  and is not for the benefit of, nor may any  provision
hereof be enforced by, any other person.

                           i. SURVIVAL.  The  representations  and warranties of
the Company and the agreements and covenants set forth in Sections 3, 4, 5 and 8
shall  survive  the  closing   hereunder   notwithstanding   any  due  diligence
investigation  conducted  by or on behalf of the Buyers.  The Company  agrees to
indemnify  and  hold  harmless  each  of the  Buyers  and  all  their  officers,
directors,  employees  and agents  for loss or damage  arising as a result of or
related  to  any  breach  or  alleged  breach  by  the  Company  of  any  of its
representations,  warranties  and covenants set forth in Sections 3 and 4 hereof
or any of its covenants and obligations under this Agreement or the Registration
Rights  Agreement,  including  advancement  of  reasonable  expenses as they are
incurred.

                           j.  PUBLICITY.  The  Company  and each of the  Buyers
shall have the right to review a  reasonable  period of time before  issuance of
any press releases,  SEC, OTCBB or NASD filings,  or any other public statements
with respect to the transactions  contemplated hereby;  PROVIDED,  HOWEVER, that
the Company shall be entitled, without the prior approval of each of the Buyers,
to make any press release or SEC, OTCBB (or other applicable  trading market) or
NASD filings with respect to such  transactions as is required by applicable law
and  regulations  (although each of the Buyers shall be consulted by the Company
in  connection  with any such press  release  prior to its  release and shall be
provided with a copy thereof and be given an opportunity to comment thereon).

                           k.  FURTHER  ASSURANCES.  Each  party  shall  do  and
perform,  or cause to be done and  performed,  all such further acts and things,
and  shall  execute  and  deliver  all  such  other  agreements,   certificates,
instruments and documents, as the other party may reasonably request in order to
carry out the intent and  accomplish  the  purposes  of this  Agreement  and the
consummation of the transactions contemplated hereby.

                           l. NO STRICT CONSTRUCTION.  The language used in this
Agreement  will be deemed to be the  language  chosen by the  parties to express
their mutual intent, and no rules of strict construction will be applied against
any party.

                           m. REMEDIES.  The Company  acknowledges that a breach
by it of its obligations  hereunder will cause irreparable harm to the Buyers by
vitiating  the  intent  and  purpose  of the  transaction  contemplated  hereby.
Accordingly, the Company acknowledges that

                                       21
<PAGE>

the remedy at law for a breach of its  obligations  under this Agreement will be
inadequate  and  agrees,  in the event of a breach or  threatened  breach by the
Company of the provisions of this Agreement,  that the Buyers shall be entitled,
in addition to all other available remedies at law or in equity, and in addition
to the penalties assessable herein, to an injunction or injunctions restraining,
preventing or curing any breach of this  Agreement  and to enforce  specifically
the terms and provisions hereof,  without the necessity of showing economic loss
and without any bond or other security being required.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       22
<PAGE>

         IN WITNESS WHEREOF,  the undersigned Buyers and the Company have caused
this Agreement to be duly executed as of the date first above written.



REDOX TECHNOLOGY CORPORATION



--------------------------------
Nicholas Cocco
Chief Executive Officer


AJW PARTNERS, LLC
By:  SMS Group, LLC


--------------------------------------
Corey S. Ribotsky
Manager


RESIDENCE: Delaware

ADDRESS:   1044 Northern Boulevard
           Suite 302
           Roslyn, New York  11576
           Facsimile:  (516) 739-7115
           Telephone:  (516) 739-7110

AGGREGATE SUBSCRIPTION AMOUNT:

         Aggregate Principal Amount of Notes:                            $95,200
         Number of Warrants:
         Aggregate Remaining Purchase Price (after
         accounting for any principal of Bridge Note):                   $71,400


                                       23
<PAGE>


AJW OFFSHORE, LTD.
By:  First Street Manager II, LLC


--------------------------------------
Corey S. Ribotsky
Manager


RESIDENCE:  Cayman Islands

ADDRESS: AJW Offshore, Ltd.
         P.O. Box 32021 SMB
         Grand Cayman, Cayman Island, B.W.I.

AGGREGATE SUBSCRIPTION AMOUNT:

         Aggregate Principal Amount of Notes:                           $467,200
         Number of Warrants:
         Aggregate Remaining Purchase Price (after
         accounting for any principal of Bridge Note):                  $350,400



                                       24
<PAGE>


AJW QUALIFIED PARTNERS, LLC
By:  AJW Manager, LLC


------------------------------------
Corey S. Ribotsky
Manager



RESIDENCE:   New York

ADDRESS:   1044 Northern Boulevard
           Suite 302
           Roslyn, New York 11576
           Facsimile:   (516) 739-7115
           Telephone:   (516) 739-7110


AGGREGATE SUBSCRIPTION AMOUNT:

         Aggregate Principal Amount of Notes:                           $225,600
         Number of Warrants:
         Aggregate Remaining Purchase Price (after
         accounting for any principal of Bridge Note):                  $169,200


                                       25
<PAGE>


NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By:  First Street Manager II, LLP


------------------------------------
Corey S. Ribotsky
Manager



RESIDENCE:   New York

ADDRESS:   1044 Northern Boulevard
           Suite 302
           Roslyn, New York 11576
           Facsimile:   (516) 739-7115
           Telephone:   (516) 739-7110


AGGREGATE SUBSCRIPTION AMOUNT:


         Aggregate Principal Amount of Notes:                            $12,000
         Number of Warrants:
         Aggregate Remaining Purchase Price (after
         accounting for any principal of Bridge Note):                   $9,000



                                       26
<PAGE>

                                                                      SCHEDULE I


                                  BRIDGE NOTES


THE  FOLLOWING  BRIDGE NOTES SHALL BE  CANCELLED  AND REMITTED TO THE COMPANY IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT:

Callable Secured Convertible  Promissory Note, dated January 19, 2006, issued by
Redox  Technology  Corp. to New Millennium  Capital Partners II in the aggregate
principal amount of $3,000, with an interest rate of 9% per annum.

Callable Secured Convertible  Promissory Note, dated January 19, 2006, issued by
Redox Technology Corp. to AJW Partners, LLC in the aggregate principal amount of
$23,400,  with an  interest  rate of 9% per  annum (of which  only  $56,400  was
funded).

Callable Secured Convertible  Promissory Note, dated January 19, 2006, issued by
Redox Technology Corp. to AJW Offshore,  Ltd. in the aggregate  principal amount
of $116,800, with an interest rate of 9% per annum.

Callable Secured Convertible  Promissory Note, dated January 19, 2006, issued by
Redox Technology Corp. to AJW Qualified Partners, LLC in the aggregate principal
amount of $65,600,  with an interest rate of 9% per annum (for which $23,800 was
funded).


                                       27

</TEXT>
</DOCUMENT>
