24.

SECURITIES PURCHASE AGREEMENT

On April 9, 2013, the Company entered into a security purchase agreement for $5,000,000. Funding under the agreement is subject to certain conditions prior to closing and registration statement on Form S-1. Under the agreement, a purchase commitment fee of 5% of the commitment amount, or $250,000, is payable in three tranches of restricted shares of common stock. The first tranche representing 50%, or $125,000, of the commitment fee was payable upon execution of the security purchase agreement. The second tranche of 25%, or $75,000, is payable 90 days after issuance of the first tranche. The third tranche of 25%, or $75,000, is payable 90 days after issuance of the second tranche. Per the agreement, at no time shall the investor be issued shares of common stock in excess of 9.99% ownership of the outstanding shares of common stock of the Company. Upon successful registration on Form S-1 by the Company, the investor will purchase $5,000,000 in stock from the Company in accordance with terms and conditions of the agreement. Purchase price per the agreement is 85% of market price calculated using the volume weighted average stock price for five consecutive trading days after the Company provides advance notice of purchase request. Advance notices cannot be delivered sooner than ten trading days apart, and at no time my advances result in the investor beneficially owning in excess of 9.99% outstanding shares of common stock of the Company.

On July 16, 2013, the Company issued 462,963 shares of restricted common stock representing 50%, or $125,000, of the commitment fee. The Company advised the party to the agreement that issuance of the shares violated terms of the agreement in that the number of shares exceeded 9.99% of the outstanding shares of common stock of the Company rendering the party an affiliate. The Investor has not returned any of the shares, is now classified as an affiliate and violates the terms of the Securities Purchase Agreement. As such, the $125,000 security purchase commitment fee that was capitalized in second quarter, that the Company began amortizing over the life of the agreement was fully amortized in the third quarter. Therefore, for the three and nine months ended September 30, 2013, amortization expense was $116,320, and $125,000, respectively.