UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 2, 2011

Double Eagle Holdings, Ltd.

(Exact name of registrant as specified in charter)

Nevada

(State or other jurisdiction of incorporation)

000-22991		87-0460247
(Commission File Number)		(IRS Employer Identification No.)

20900 NE 30th Avenue, Eighth Floor, Aventura, FL 33180

(Address of principal executive offices and zip code)

(305) 503-3873

(Registrant’s telephone number including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

As used in this Current Report on Form 8-K and unless otherwise indicated, the terms the “ Company ,” “ we ,” “ us ,” and “ our ” refer to Double Eagle Holdings, Ltd., unless the context requires otherwise.

Item 3.02. Unregistered Sales of Equity Securities.

On June 20, 2011, the Company completed an initial round of financing in a private offering (the “ Offering ”) made to a limited number of “ accredited investors ” pursuant to the exemptions from registration afforded by Rule 506 of Regulation D and under Section 4(2) of the Securities Act of 1933. The amount of the Offering was initially set at $400,000, increased to $500,000 to meet investor interest and ultimately closed at $525,000.

In the Offering, the Company sold 21 units (the “ Units ”), each Unit consisting of a $25,000 principal amount, 8% one-year senior secured convertible promissory note (the “ Note ”) and a warrant (the “ Warrant ”) to purchase 833,334 shares of our common stock (the “ Shares ”).

Interest on the Notes accrues and is payable together with the principal amount of the Notes at maturity, which is one year from the date of issuance (the “ Maturity Date ”). The Notes are convertible at the option of the holders at any time prior to the Maturity Date, into Shares at a conversion price of $ .03 per Share, subject to adjustment in the case of stock splits, stock dividends and similar recapitalization events. The Notes are secured by a first lien on the Company’s assets.

The Warrants are exercisable at an exercise price of $.12 per Share for a period of five (5) years from issuance. The exercise price is subject to adjustment in the case of stock splits, stock dividends and similar recapitalization events. The Warrants may also be exercised on a cashless basis.

The foregoing description of the Notes and Warrants are qualified in its entirety by reference to the forms of Note and Warrant included as Exhibits to this Report.

The proceeds from the Offering will be used for working capital and other corporate purposes. No commissions were paid in connection with the sale of the Units in the Offering.

Dr. Richard S. Hutchings, Phd and Dr. David J. Berkoff, MD joined our Board of Directors on June 2, 2011 and June 29, 2011, respectively.

There are no family relationships among Dr. Hutchings and Dr. Berkoff and any other directors or executive officers of the Company. Neither Dr. Hutchings nor Dr. Berkoff were selected as directors pursuant to any arrangement or understanding with any other person, and does not have any reportable transactions under Item 404(a) of Regulation S-K.

The following is a brief account of the business experience of Dr. Berkoff and Dr. Hutchings:

David J. Berkoff, MD, 41, is a practicing physician in the fields of emergency medicine and sports medicine. Since 2007, he has practiced at Duke University Medical Center and has also served as an Associate Professor at Duke University Medical School in the areas of Emergency Medicine and Sports Medicine, as well as a team physician to many of Duke University’s sports teams. In mid-July 2011, Dr. Berkoff will leave Duke University Medical Center to practice at the Department of Orthopedics at the University of North Carolina Chapel Hill School of Medicine.

Dr. Berkoff received his undergraduate degree from the University of Michigan and completed his medical training at the Albert Einstein College of Medicine at Yeshiva University in New York City. We believe Dr. Berkoff's extensive experience and research with top athletes and endurance sports make him ideally suited to help guide our Company's ongoing product development and commercial product efforts.

Each of the new board members were granted options to purchase 500,000 shares of our common stock, which vest in two (2) equal annual installments on the first and second anniversaries of their joining the Board, subject to their continued service as a director. The options are exercisable at a price of $0.046 per share in the case of Dr. Hutchings and $0.040 per share in the case of Dr. Berkoff, and expire five (5) years from the date of grant.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DOUBLE EAGLE HOLDINGS, LTD.
Date: July 13, 2011	By:	/s/ Adam Adler
	Name:	Adam Adler
	Its:	President

EXHIBIT 10.1

THIS NOTE AND THE UNDERLYING COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

DOUBLE EAGLE HOLDINGS, LTD.

No. ____

___________, 2011

$__________

8% ONE YEAR SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

DUE ____________, 2012

DOUBLE EAGLE HOLDINGS, LTD. , a Nevada corporation (the “ Company ”), for value received, hereby promises to pay to _____________________ or registered assigns (the “ Holder ”) on the __ day of ________, 2012, one year from the date of issuance (the “ Maturity Date ”), at the principal offices of the Company, the principal sum of __________________ Dollars, ($__________) in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest on the outstanding principal balance at the rate of eight percent (8%) per annum from the date hereof until the Maturity Date. Interest hereunder shall accrue and shall be payable together with the principal on the Maturity Date in like coin or currency to the Holder at the office of the Company as hereinabove set forth.

1.

Senior Indebtedness

A. This Note is the direct obligation of the Company chargeable against all of its property, whatsoever and wheresoever, both present and future, and, if divided into separate Notes, all such Notes shall rank equally and ratably without preference or priority of any of said Notes over any others thereof. Further, this Note, together with the other Offering Notes (as hereinafter defined) (this Note and all such Offering Notes ranking pari passu as among themselves) shall constitute senior indebtedness of the Company, senior to all indebtedness now or hereafter existing.

B. As used herein, the term “ indebtedness ” shall mean the principal of and premium, if any, and interest on (i) all indebtedness of the Company, whether outstanding on the date of this Note or thereafter created, (a) for money borrowed by the Company, (b) for money borrowed by, or obligations of, others and either assumed or guaranteed, directly or indirectly, by the Company, (c) in respect of letters of credit and acceptances issued or made by banks, or (d) constituting purchase money indebtedness, or indebtedness secured by property included in the property, plant and equipment accounts of the Company at the time of the acquisition of such property by the Company, for the payment of which the Company is directly liable, and (ii) all deferrals, renewals, extensions and refundings of, and amendments, modifications, and supplements to, any such indebtedness.

C. The obligations of the Company hereunder are secured by a continuing security interest in all assets of the Company pursuant to the terms of a Security Agreement by and among the Company on the one hand, and the Holder and the other Holders of Offering Notes (the “ Security Agreement ”).

2.

Prepayment

A. This Note and unpaid accrued interest thereon may be prepaid by the Company, in whole or in part, at any time and from time to time from and after the date hereof and prior to the Maturity Date, without premium or penalty, provided the Company shall give the Holder at least thirty (30) days’ written notice of its intention to make such prepayment, in which case the Holder may exercise the conversion rights set forth in Section 3 at any time prior to such prepayment.

B. This Note and unpaid accrued interest thereon is mandatorily prepayable in the event the Company consummates a “ Transaction Event.” A “ Transaction Event ” is defined as (i) the merger of the Company with a third party where the Company is either not the surviving entity or the shareholders of the Company prior to the merger do not own a majority of the issued and outstanding common stock of the merged entity post-merger; (ii) the sale of all the Company’s common stock is pursuant to a tender offer or similar transaction, regardless of whether or not followed by a merger; or (iii) the sale of substantially all of the Company’s assets in a single transaction or a series of transactions. The Company shall give the Holder at least thirty (30) days’ written notice of its intention to consummate a Transaction Event, in which case the Holder may exercise the conversion rights set forth in Section 3 at any time prior to the consummation of the Transaction Event.

3.

Conversion into Common Stock

A. All or any portion of the principal amount and all unpaid accrued interest of this Note shall be convertible into shares of the Company’s common stock share (the “ Common Stock ”), at the option of the Holder at any time or from time to time prior to the Maturity Date. The number of shares of Common Stock issuable upon any conversion pursuant to this Section 3 shall equal the outstanding principal amount of this Note and all unpaid accrued interest to be converted, divided by $.03 and subject to adjustment from time to time under Section 5 (the “ Conversion Price ”). The Holder shall effect conversions under this Section 3 by delivering to the Company a conversion notice in substantially the form of Exhibit A hereto (the “ Conversion Notice ”).The date on which the Holder gives a Conversion Notice shall be the “ Conversion Date. ” If the Holder is converting less than all of the principal amount of this Note, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to the Holder a schedule indicating the principal amount that has not been converted.

B. The Company covenants that it will at all times reserve and keep available out of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue shares of Common Stock as required hereunder, the number of shares of Common Stock which are then issuable and deliverable upon the conversion of this entire Note (taking into account the adjustments set forth in Section 5, free from preemptive rights or any other contingent purchase rights of any party other than the Holder. The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance in accordance with the terms hereof, be duly and validly authorized and issued and fully paid and nonassessable.

4.

Mechanics of Conversion

A. Upon conversion of this Note, the Company shall, as soon as practicable (but in no event later than ten (10) days after the Conversion Date) issue or cause to be issued and cause to be delivered to the Holder as a certificate for the share of Common Stock issuable upon such conversion, with such restrictive legends as deemed necessary by the Company. The Holder, or any party so designated by the Holder to receive shares of Common Stock, shall be deemed to have become holder of record of such shares of Common Stock as of the Conversion Date.

B. The Holder shall be required to deliver the original Note in order to effect a conversion hereunder. Upon surrender of this Note following one or more partial conversions, the Company shall promptly deliver to the Holder a new note representing the remaining outstanding principal amount.

C. The Company’s obligations to issue and deliver shares of Common Stock upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any party or any action to enforce the same, or any set-off, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other party of any obligation to the Company or any violation or alleged violation of law by the Holder or any other party of any obligation to the Company or any violation or alleged violation of law by the Holder or any other party, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such shares of Common Stock.

D. The Company shall not issue or cause to be issued fractional shares of Common Stock on conversion of this Note. If any fraction of a share of Common Stock would, except for the provisions of this Section 4 , be issuable upon conversion of this Note, the number of shares of Common Stock to be issued will be rounded up to the nearest whole share.

5. Certain Adjustments The Conversion Price is subject to adjustment from time to time as set forth in this Section 5 .

A. If the Company, at any time while this Note is outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a smaller number of shares, then in each such case the Conversion Price shall be appropriately and equitably adjusted to reflect such event. Any adjustment made pursuant to Section 5A(ii) or Section 5A(iii) , shall become effective immediately after the effective date of such subdivision or combination.

B. If the Company shall at any time or from time to time after the date hereof, make or issue or set a record date of the determination of holders of Common Sock entitled to receive a dividend or other distribution payable in other than shares of Common Stock, then, and in each event, an appropriate revision to the applicable Conversion Price shall be made and provision shall be made ( by adjustments of the Conversion Price or otherwise) so that the holders of this Note shall receive upon conversions thereof, in addition to the number of shares of Common Stock receivable thereon, the number of securities of the Company or other issuer ( as applicable) which they would have received had this Note been converted into Common Stock on the date of such event and had thereafter, during the period from the date of such event to and including the Conversion Date, retained such securities (together with any distributions payable thereon during such period), giving application to all adjustments called for during such period under this Note, provided however that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefore, the Conversion Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

C . If the Common Stock issuable upon conversion of this Note at any time or from time to time after the date hereof shall be changed to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends provided for in this Section), then, and in each event, an appropriate revision to the Conversion Price shall be made and provisions shall be made ( by adjustments of the Conversion Price or otherwise) so that the Holder shall have the right thereafter to convert this Note into the kind and amount of shares of stock and other securities receivable upon reclassification, exchange, substitution or other change, by holders of the number of shares of Common Stock into which such Note might have been converted immediately prior to such reclassification, exchange, substitution or other change, all subject to further adjustment as provided herein.

D . All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100 th of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company.

E . Upon the occurrence of each adjustment pursuant to this Section 5 the Company, at its expense, will promptly compute such adjustment in accordance with the terms hereof and prepare and deliver to the Holder a certificate describing in reasonable detail such adjustment and the transactions giving rise thereto, including all facts upon which such adjustment is based.

F . If at any time or from time to time after the date hereof there shall be: (i) a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 5 or a merger or consolidation of the Company with or into another corporation where the holders of outstanding voting securities of the Company prior to such merger or consolidation do not own over fifty percent (50%) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (ii) the sale of all or substantially all of the Company’s properties or assets to any other person ( in each case, an “ Organic Change ”), then as a part of such Organic Change, the Holder shall have the right but not the obligation to demand prepayment of this Note together with all unpaid accrued interest.

G. The Company shall not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any to the terms to be observed or performed hereunder by the Company, but will at all times in good faith, assist in the carrying out of all the provisions of this Section 5 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the Holder against impairment.

H. If the Company: (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock, including without limitation any granting of rights or warrants to subscribe for or purchase any capital stock of the Company; (ii) authorizes or approves, enters into any agreement contemplating, or solicits shareholder approval for, any merger, consolidation or similar transaction in which the Company is not the surviving entity; or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction, at least ten (10) days prior to the applicable record or effective date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all steps reasonably necessary in order to insure that the Holder is given the Practical opportunity to convert this Note prior to such time so as to participate in or vote with respect to such transaction; provided, however , that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.

6. Notices All notices and other communications required or permitted hereunder to be given to a party to this Note shall be in writing and shall be faxed, mailed by registered or certified mail postage prepaid, delivered by a national overnight delivery service, or otherwise delivered by hand, electronically ( including by email) or by messenger, addressed if to the Company, at its principal offices and if to the Holder, at the Holder’s most recent address recorded or the Company’s record books, or such other address with respect to a party as such party shall notify each other party in writing as above provided. Any notice sent in accordance with this Section 6 shall be effective upon the earlier of: (i) if mailed, seven (7) days after mailing; (ii) if sent by messenger, upon delivery; (iii) if sent by a nationally recognized overnight delivery service upon delivery; (iv) if sent via fax, upon transmission and electronic confirmation of transmission; (v) if sent by electronic mail, upon transmission and notice by telephone of such transmission and (vi) upon the actual receipt thereof.

A. The Company covenants and agrees that, so long as this Note shall be outstanding, it will:

(i) promptly pay and discharge all lawful taxes, assessments, and governmental charges or levies imposed upon the Company or upon its income and profits, or upon any of its property, before the same shall become in default, as well as all lawful claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon such properties or any part thereof; provided however that the Company shall not be required to pay and discharge any such tax, assessment, charge, levy or claim so long as the validity thereof shall be contested in good faith by appropriate proceedings and the Company shall set aside on its books adequate reserves with respect to any such tax, assessment, charge, levy or claim so contested;

(ii) do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and comply with all laws applicable to the Company as its counsel may advise;

(iii) at all times maintain, preserve, protect and keep its property used or useful in the conduct of its business in good repair, working order and condition, and from time to time make all needful and proper repairs, renewals, replacements, betterments and improvements thereto, so that the business carried on in connection therewith may be properly and advantageously conducted at all times;

(iv) keep adequately insured, by financially sound reputable insurers, all property of a character usually insured by similar corporations and carry such other insurance as is usually carried by similar corporations; and

(v) at all times, keep true and correct books, records and accounts.

8.

Events of Default

A. This Note shall become and be due and payable upon written demand made by the Holder hereof if one or more of the following events, herein called “ Events of Default ”, shall happen and be continuing:

(i) default in the payment of the principal and accrued interest on this Note within thirty (30) days of when and as the same shall become due and payable, whether by acceleration or otherwise;

(ii) default in the due observance or performance of any covenant, condition or agreement on the part of the Company to be observed or performed pursuant to the terms of this Note or the Security Agreement, if such default shall continue uncured for thirty (30) days after written notice, specifying such default, shall have been given to the Company by the Holder of the Note;

(iii) application for, or consent to, the appointment of a receiver, trustee or liquidator of the Company or of its property;

(iv) admission in writing of the Company’s inability to pay its debts as they mature;

(v) general assignment by the Company for the benefit of creditors;

(vi) filing by the Company of a voluntary petition in bankruptcy or a petition or an answer seeking reorganization, or an arrangement with creditors; or

(vii) entering against the Company of a court order approving a petition filed against it under the Federal bankruptcy laws, which order shall not have been vacated or set aside or otherwise terminated within one hundred twenty (120) days.

B. The Company agrees that notice of the occurrence of any event of default will be promptly given to the Holder t his or her registered address by certified mail.

C. In case any one or more of the events of default specified above shall happen and be continuing, the Holder may proceed to protect and enforce his rights by suit in the specific performance of any covenant or agreement contained in this Note or in aid of the exercise of any power granted in this Note or may proceed to enforce the payment of this Note or to enforce any other legal or equitable rights as such Holder.

9.

Miscellaneous

A. This Note has been issued by the Company pursuant to authorization of the Board of Directors of the Company which provides for an aggregate of up to $500,000 in face amount of identical Notes to be issued (the “ Offering Notes ”).

B. The Company may consider and treat the person in whose name this Note shall be registered as the absolute owner thereof for all purposes whatsoever (whether or not this Note shall be overdue) and the Company shall not be affected by any notice to the contrary. The registered owner of this Note shall have the right to transfer it by assignment, subject to the provisions elsewhere contained herein, and the transferee thereof shall, upon his registration as owner of this Note, become vested with all the powers an rights of the transferor. Registration of any new owner shall take place upon presentation of this Note to the Company at its principal offices, together with a duly authenticated assignment. In case of transfer by operation of law, the transferee agrees to notify the Company of such transfer and of his address, and to submit appropriate evidence regarding the transfer so that this Note may be registered in the name of the transferee. This Note is transferable only on the books of the Company by the Holder hereof, in person or by his attorney, on the surrender hereof, duly endorsed. Communications sent to any registered owner shall be effective as against all holders or transferees of the Note not registered at the time of sending the communications.

C. Payments of interest shall be made as specified above to the registered owner of this Note. Payment of principal shall be made to the registered owner of this Note upon presentation of this Note upon or after maturity. No interest shall be due on this Note for such period of time that may elapse between the maturity of this Note and its presentation for payment.

D. The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or in equity, and the rights of the Holder are limited to those expressed in this Note.

E. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Note, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Note, if mutilated, the Company shall execute and deliver a new Note of like tenor and date. Any such new Note executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Note so lost, stolen, destroyed or mutilated shall be at any time enforceable by anyone.

F. This Note shall be construed and enforced in accordance with the laws of the State of Nevada.

G. No recourse shall be had for the payment of the principal or interest of this Note against any incorporator or any past, present or future stockholder, officer, director or agent of the Company or of any successor corporation, either directly or through the Company or any successor corporation, under any statute or by the enforcement of any assessment or otherwise, all such liability of the incorporators, stockholders, officers, directors and agents being waived, released and surrendered by the Holder hereof by the acceptance of this Note.

IN WITNESS WHEREOF, DOUBLE EAGLE HOLDINGS, LTD., has caused this Note to be signed in its name by an officer thereunto duly authorized.

EXHIBIT A

FORM OF CONVERSION NOTICE

(To be executed by the Holder in order to convert Note)

The undersigned hereby elects to convert the specified principal amount of this One Year 8% Senior Secured Convertible Note (the “ Note ”) into shares of common stock, (the “ Common Stock ”), of Double Eagle Holdings, Ltd., a Nevada corporation, according to the terms and conditions thereof, as of the date written below.

	Date to Effect Conversion
	Principal Amount owned prior to conversion
	Principal Amount of Note to be converted
	Number of Shares of Common Stock to be Issued
	Applicable Conversion Price
	Principal Amount of Note owned subsequent to Conversion
	Name of Holder

	By:
	Name:
	Title:

EXHIBIT 10.2

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS (“BLUE SKY LAWS”). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES OR ANY INTEREST THEREIN MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE BLUE SKY LAWS OR (B) IF THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL WILL BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT NO REGISTRATION IS REQUIRED BECAUSE OF THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE BLUE SKY LAWS.

WARRANT

To Purchase _______ Shares of Common Stock

of

DOUBLE EAGLE HOLDINGS, LTD.

EXERCISABLE ON OR BEFORE, AND VOID AFTER

5:00 P.M. EASTERN TIME ON __________, 2016 (Five years from issuance)

THIS CERTIFIES THAT, for good and valuable consideration, __________________ (“ Holder ”), or its registered assigns, is entitled to subscribe for and purchase from DOUBLE EAGLE HOLDINGS, LTD., a Nevada corporation (the “ Company ”), at any time after _____________, 2011, to and including ______________, 2016, _____________ (____) fully paid and non-assessable shares of the Common Stock of the Company (“ Shares ”) at the price of $0.12 per Share (the “ Warrant Exercise Price ”), subject to the anti-dilution provisions of this Warrant.

The Shares that may be acquired upon exercise of this Warrant are sometimes referred to herein as the “ Warrant Shares .” As used herein, the term “ Holder ” includes any party who acquires all or a part of this Warrant as a registered transferee of Holder, or any record holder or holders of the Warrant Shares issued upon exercise, whether in whole or in part, of the Warrant. The term “ Shares ” means the common stock, par value $0.001 per share, of the Company, and will also include any capital stock of any class of the Company hereafter authorized which will not be limited to a fixed sum or percentage in respect of the rights of the holders thereof to participate in dividends or in the distribution of assets upon the voluntary or involuntary liquidation, dissolution, or winding up of the Company. The term “ Convertible Securities ” means any stock or other securities convertible into, or exchangeable for, Shares.

This Warrant is subject to the following provisions, terms and conditions:

1. Exercise; Transferability .

(a) The rights represented by this Warrant may be exercised by the Holder hereof, in whole or in part (but not as to a fractional Share), by written notice of exercise (in the form attached hereto) delivered to the Company at the principal office of the Company prior to the expiration of this Warrant and accompanied or preceded by the surrender of this Warrant along with a check in payment of the Warrant Exercise Price for such shares.

(b) Notwithstanding anything contained herein to the contrary contained herein then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Warrant Exercise Price, elect instead to receive upon such exercise the “ Net Number ” of Shares determined according to the following formula (a “ Cashless Exercise ”):

Net Number = (A x B) - (A x C)

B

For purposes of the foregoing formula:

A= the total number of Shares with respect to which this Warrant is then being exercised.

B= as applicable: (i) the closing sale price of the Shares on the Trading Day immediately preceding the date of the applicable exercise notice if such exercise notice is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening of “ regular trading hours ” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the bid price of the Shares as of the time of the Holder’s execution of the applicable exercise notice if such exercise notice is executed during regular trading hours on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(a) hereof or (iii) the closing sale price of the Shares on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(a) hereof after the close of “ regular trading hours ” on such Trading Day.

C= the Exercise Price then in effect for the applicable Shares at the time of such exercise.

“ Trading Day ” shall mean a day on which the New York Stock Exchange is open for trades.

2. Exchange and Replacement . Subject to Sections 1 and 7 hereof, this Warrant is exchangeable upon the surrender hereof by the Holder to the Company at its office for new Warrants of like tenor and date representing in the aggregate the right to purchase the number of Warrant Shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of Warrant Shares (not to exceed the aggregate total number purchasable hereunder) as will be designated by the Holder at the time of such surrender. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant. This Warrant will be promptly canceled by the Company upon the surrender hereof in connection with any exchange or replacement. The Company will pay all expenses, taxes (other than stock transfer taxes), and other charges payable in connection with the preparation, execution, and delivery of Warrants pursuant to this Section 2 .

3, Issuance of the Warrant Shares .

(a) The Company agrees that the Warrant Shares purchased upon exercise of this Warrant will be and are deemed to be issued to the Holder as of the close of business on the date on which this Warrant will have been surrendered and the payment made for such Warrant Shares as aforesaid. Subject to the provisions of paragraph (b) of this Section 3 , certificates for the Warrant Shares so purchased will be delivered to the Holder within a reasonable time, not exceeding fifteen (15) days after the rights represented by this Warrant will have been so exercised, and, unless this Warrant has expired, a new Warrant representing the right to purchase the number of Warrant Shares, if any, with respect to which this Warrant will not then have been exercised will also be delivered to the Holder within such time.

(b) Notwithstanding the foregoing, however, the Company will not be required to deliver any certificate for Warrant Shares upon exercise of this Warrant except in accordance with registration under or exemptions from the applicable securities registration requirements under the Securities Act or applicable Blue Sky Laws. Nothing herein, however, will obligate the Company to effect registrations under the Securities Act or applicable Blue Sky Laws. The Holder agrees to execute such documents and make such representations, warranties, and agreements as may be required solely to comply with the exemptions relied upon by the Company for the issuance of the Warrant Shares.

4. Covenants of the Company . The Company covenants and agrees that all Warrant Shares will, upon issuance, be duly authorized and issued, fully paid, non-assessable and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved for the purpose of issue or transfer upon exercise of the subscription rights evidenced by this Warrant a sufficient number of Shares to provide for the exercise of the rights represented by this Warrant.

5. Anti-Dilution Adjustments . The provisions of this Warrant are subject to adjustment as provided in this Section 5 .

(a) The Warrant Exercise Price will be adjusted from time to time such that in case the Company will hereafter:

(i) pay any dividends on any class of stock of the Company payable in Shares or Convertible Securities;

(ii) subdivide its then outstanding Shares into a greater number of Shares; or

(iii) combine outstanding Shares by reclassification or otherwise;

then, in any such event, the Warrant Exercise Price in effect immediately prior to such event will (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the nearest full cent) determined by dividing (A) the number of Shares outstanding immediately prior to such event, multiplied by the then existing Warrant Exercise Price, by (B) the total number of Shares outstanding immediately after such event (including in each case the maximum number of Shares issuable in respect of any Convertible Securities), and the resulting quotient will be the adjusted Warrant Exercise Price per share. An adjustment made pursuant to this Section 5 will become effective immediately after the record date in the case of a dividend or distribution and will become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this Section 5 , the Holder of any Warrant thereafter surrendered for exercise will become entitled to receive shares of two or more classes of capital stock and other capital stock of the Company, the Board of Directors (whose determination will be conclusive) will determine the allocation of the adjusted Warrant Exercise Price between or among shares of such classes of capital stock. All calculations under this Section 5(a) will be made to the nearest cent or to the nearest 1/100 of a share, as the case may be. In the event that at any time as a result of an adjustment made pursuant to this Section 5(a) , the holder of any Warrant thereafter surrendered for exercise will become entitled to receive any shares of capital stock of the Company other than Shares, thereafter the Warrant Exercise Price of such other shares so receivable upon exercise of any Warrant will be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to Shares contained in this Section 5 .

(b) Upon each adjustment of the Warrant Exercise Price pursuant to Section 5(a) , the Holder of each Warrant will thereafter (until another such adjustment) be entitled to purchase at the adjusted Warrant Exercise Price the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in such Warrant (as adjusted as a result of all adjustments in the Warrant Exercise Price in effect prior to such adjustment) by the Warrant Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Warrant Exercise Price.

(c) In case of any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), there will be no adjustment under Section 5(a) above but the Holder of each Warrant then outstanding will have the right thereafter to convert such Warrant into the kind and amount of shares of capital stock and other securities and property which he would have owned or have been entitled to receive immediately after such consolidation, merger, statutory exchange, sale, or conveyance had such Warrant been converted immediately prior to the effective date of such consolidation, merger, statutory exchange, sale, or conveyance and in any such case, if necessary, appropriate adjustment will be made in the application of the provisions set forth in this Section 5 with respect to the rights and interests thereafter of any Holders of the Warrant, to the end that the provisions set forth in this Section 5 will thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock and other securities and property thereafter deliverable on the exercise of the Warrant. The provisions of this Section 5(c) will similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances.

(d) Upon any adjustment of the Warrant Exercise Price, then and in each such case, the Company will give written notice thereof, by First-class mail, postage prepaid, addressed to the Holder as shown on the books of the Company, which notice will state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of Shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

6. No Voting Rights . This Warrant will not entitle the Holder to any voting rights or other rights as a shareholder of the Company.

7. Notice of Transfer of Warrant or Resale of the Warrant Shares . The Holder, by acceptance hereof, agrees to give written notice to the Company before transferring this Warrant or transferring any Warrant Shares of such Holder’s intention to do so, describing briefly the manner of any proposed transfer. Holder shall also furnish the Company with an opinion of counsel reasonably acceptable to it to the effect that promptly upon receiving such written notice, the Company will present copies thereof to counsel to the original purchaser of this Warrant. The proposed transfer may be effected without registration under the Securities Act or applicable Blue Sky Laws. The prospective transferee or purchaser will also execute such documents and make such representations, warranties, and agreements as may be required solely to comply with the exemptions relied upon by the Company for the transfer or disposition of the Warrant or Warrant Shares.

8. Fractional Shares . Fractional shares will not be issued upon the exercise of this Warrant, but in any case where the holder would, except for the provisions of this Section, be entitled under the terms hereof to receive a fractional share, the number of Shares will be rounded up to the nearest whole Share.

9. Governing Law . This Warrant shall be governed by the laws of the State of Nevada.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer and this Warrant to be dated ___________, 2011.

SUBSCRIPTION FORM

(To be signed upon exercise of Warrant)

The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, ____________ _________________ of the shares of Common Stock of Double Eagle Holdings, Ltd. to which such Warrant relates and herewith makes payment of $__________________ therefore in cash or by certified check and requests that the certificate for such shares be issued in the name of, and be delivered to, ______________________, the address for which is set forth below the signature of the undersigned.

Dated: __________________

____________________________________ (Signature) ____________________________________ (Name) ____________________________________ (Address) ____________________________________ Social Security or Tax Ident. No.

ASSIGNMENT FORM

(To be signed upon authorized transfer of Warrant)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto ______________________________ the right to purchase ____________ shares of Common Stock of Double Eagle Holdings, Ltd. to which the within Warrant relates and appoints ___________________ attorney, to transfer said right on the books of ________________ with full power of substitution in the premises.

Dated: __________________

____________________________________ (Signature) ____________________________________ (Name) ____________________________________ (Address) ____________________________________ Social Security or Tax Ident. No.

EXHIBIT 10.3

SECURITY AGREEMENT

This Security Agreement dated as of ____________, 2011 (the “ Agreement ”) by and among Double Eagle Holdings, Ltd., a Nevada corporation (“ Borrower ”), with its primary place of business at 20900 NE 30 th Avenue, Eighth Floor, Aventura, FL 33180, and the parties listed on Schedule A hereto, which parties are also holders of one year 8% Senior Secured Convertible Promissory Notes (the “ Notes ”) issued by Borrower (collectively, “ Secured Parties ”):

Borrower and Secured Parties hereby agree as follows:

1. Certain Definitions . Unless otherwise defined herein or in the Notes, capitalized terms used herein that are defined in the Code shall have the meanings assigned to them in the Code. The following terms shall have the following meanings:

a) “ Code ” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

b) “ Collateral ” shall mean the property described on Exhibit A hereto.

c) “ Lien ” means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, charge, claim or other encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any security interest) and any agreement to give or refrain from giving a lien, mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, charge, claim or other encumbrance of any kind.

d) “ Obligations ” shall have the meaning set forth in Section 3 below.

e) “ Permitted Liens ” means: (a) such exceptions to title to real estate as a title policy would show; (b) statutory liens (such as warehousemen’s liens); (c) liens for taxes not yet due and payable; (d) purchase money liens and liens securing rental payments under capital lease arrangements; and (e) other liens arising in the ordinary course of business and not incurred in connection with the borrowing of money.

f) “ Required Note Holders ” shall mean the holders of a majority of the aggregate principal amount of the Notes.

2. Security Agreement .

a) Grant . As collateral security for the payment and performance in full in cash of the Obligations, Borrower, for valuable consideration, the receipt of which is acknowledged, hereby grants to Secured Parties a security interest in and Lien on all of the Collateral now owned or at any time hereafter acquired by Borrower and wherever located or in which Borrower now has or at any time in the future may acquire any right, title or interest.

b) Borrower Remains Liable . Anything herein to the contrary notwithstanding, (i) Borrower shall remain liable under any contracts, agreements and other documents included in the Collateral, to the extent set forth therein, to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by any Secured Party of any of the rights hereunder shall not release Borrower from any of its duties or obligations under such contracts, agreements and other documents included in the Collateral and (iii) no Secured Party shall have any obligation or liability under any contracts, agreements and other documents included in the Collateral by reason of this Agreement, nor shall any Secured Party be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any such contract, agreement or other document included in the Collateral hereunder.

c) Continuing Security Interest . Borrower agrees that this Agreement shall create a continuing security interest in the Collateral which shall remain in effect until indefeasible payment and performance in full of all of the Obligations.

3. Obligations Secured . The security interest granted hereby secures payment of all amounts owed pursuant to the Notes and all other obligations of Borrower to Secured Parties under the Notes including, without limitation, all principal, interest (including any interest that accrues after the commencement of a proceeding by or against Borrower under the federal bankruptcy laws or any other applicable federal, state or foreign bankruptcy, insolvency or other similar law, regardless of whether allowed or allowable in whole or in part as a claim in any such proceeding), obligations (including indemnification obligations), fees, charges, costs, expenses, guaranties, covenants, and duties of any kind and description owing by Borrower to Secured Parties pursuant to or evidenced by the Notes and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all expenses that Borrower is required to pay or reimburse under the Notes, by law, or otherwise (collectively, the “ Obligations ”).

4. Borrower’s Representations, Warranties And Covenants . Borrower hereby represents, warrants and covenants to Secured Parties that:

a) Borrower’s principal place of business is the address set forth above and Borrower keeps its records concerning accounts, contract rights and other property at that location. Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite power and authority to execute, deliver and perform its obligations under this Agreement.

b) Except for the security interest granted to Secured Parties pursuant to this Agreement and the Permitted Liens, Borrower owns and has rights in, and, as to Collateral acquired by it from time to time after the date hereof, will own and have rights in each item of Collateral pledged by it hereunder, free and clear of any and all Liens or claims of others.

c) The security interest in and Lien on the Collateral granted to Secured Parties hereunder constitutes (a) a legal and valid first priority security interest in all the Collateral securing the payment and performance of the Obligations except for Permitted Liens and (b) a perfected security interest in all the Collateral to the extent perfection may be achieved by the filings, possession or Control required hereunder. The security interest and Lien granted to Secured Parties pursuant to this Agreement in and on the Collateral will at all times constitute a perfected (to the extent perfection may be achieved by the filings, possession or Control required hereunder), continuing security interest therein, prior to all other Liens on the Collateral except for Permitted Liens.

d) Borrower shall, at its own cost and expense, defend title to the Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to Secured Parties and the priority thereof against all claims and demands of all persons, at any time claiming any interest therein adverse to Secured Parties, other than Permitted Liens. There is no agreement, order, judgment or decree, and Borrower shall not enter into any agreement or take any other action, that would restrict the transferability of any of the Collateral or otherwise impair or conflict with Borrower’s obligations or the rights of Secured Parties hereunder.

e) Borrower will at all times keep in a manner reasonably satisfactory to Secured Parties accurate and complete records of the Collateral and will keep such Collateral insured to the extent similarly situated companies insure their assets. Secured Parties shall be entitled, at reasonable times during regular business hours and intervals after reasonable notice to Borrower, to enter Borrower’s premises for purposes of inspecting the Collateral and Borrower’s books and records relating thereto.

f) Borrower will not create or permit to be created or suffer to exist any Lien, except Permitted Liens, of any kind on any of the Collateral.

g) Borrower shall not use the Collateral in violation of any applicable statute, ordinance, law or regulation or in violation of any insurance policy maintained by Borrower with respect to the Collateral.

h) Location of Inventory and Equipment . Borrower shall not move any Equipment or Inventory to any location unless it shall have given Secured Parties not less than thirty (30) days’ prior written notice of its intention so to do, clearly describing such new location and providing such other information in connection therewith as Secured Parties may request in the exercise of their good faith credit judgment.

i) Other Financing Statements . Other than financing statements, security agreements, chattel mortgages, assignments, copyright security agreements or collateral assignments, patent or trademark security agreements or collateral assignments, fixture filings and other agreements or instruments executed, delivered, filed or recorded for the purpose of granting or perfecting any Lien (collectively, “ Financing Statements ”) existing as of the date hereof and disclosed to Secured Parties or arising after the date hereof in connection with any Permitted Lien and Financing Statements in favor of Secured Parties, no effective Financing Statement naming Borrower as debtor, assignor, grantor, mortgagor, pledgor or the like and covering all or any part of the Collateral is on file in any filing or recording office in any jurisdiction.

j) Notices, Reports and Information . Borrower will (i) notify Secured Parties of any material claim made or asserted against the Collateral by any person or entity and of any change in the composition of the Collateral or other event which could materially adversely affect the value of the Collateral or any Secured Party’s Lien thereon; (ii) furnish to Secured Parties such statements and schedules further identifying and describing the Collateral and such other reports and other information in connection with the Collateral as Secured Parties may reasonably request, all in reasonable detail; and (iii) upon the reasonable request of Secured Parties make such demands and requests for information and reports as Borrower is entitled to make in respect of the Collateral.

k) Insurance . In the event that the proceeds of any insurance claim with respect to any Collateral are paid to Borrower, such proceeds shall be held in trust for the benefit of Secured Parties and shall be paid to Secured Parties upon the occurrence of an Event of Default under Section 7 .

l) Chief Executive Office; Change of Name; Jurisdiction of Organization . Borrower shall not effect any change (i) to its legal name, (ii) in the location of its chief executive office, (iii) in its identity or organizational structure, (iv) in its organizational identification number, if any, or (v) in its jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), unless (A) it shall have given Secured Parties not less than thirty (30) days’ prior written notice of its intention to do so and clearly describing such change and providing such other information in connection therewith as Secured Parties may reasonably request and (B) it shall have taken all action reasonably necessary to maintain the perfection and priority of the security interest of Secured Parties in the Collateral. Borrower agrees to promptly provide Secured Parties with certified organization documents reflecting any of the changes described in clauses (i), (iii), (iv) or (v) in the preceding sentence. Borrower also agrees to promptly notify Secured Parties of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility).

m) Disposition of Collateral . Borrower will not (i) surrender or lose possession of (other than to Secured Parties), sell, assign (by operation of law or otherwise), lease, rent, or otherwise dispose of or transfer any of the Collateral or any right or interest therein, except (A) in the ordinary course of its business, (B) to another wholly-owned subsidiary of Borrower or (C) as otherwise as permitted in this Agreement, or (ii) to the extent in physical form, remove any of the Collateral from its present location (other than disposals of Collateral permitted by subsection (i)) except upon at least thirty (30) days’ prior written notice to Secured Parties.

n) Separate Obligations and Liens . Borrower acknowledges and agrees that (i) the Obligations represent separate and distinct indebtedness, obligations and liabilities of Borrower to each of Secured Parties, which Borrower is separately obligated to each Secured Party to pay and perform, in each case regardless of whether or not any indebtedness, obligation or liability to any other Secured Party or any other person or entity, or any agreement, instrument or guaranty that evidences any such other indebtedness, liability or obligation, or any provision thereof, shall for any reason be or become void, voidable, unenforceable or discharged, whether by payment, performance, avoidance or otherwise; (ii) the Lien that secures each of Secured Parties’ respective Obligations (A) is separate and distinct from any and all other Liens on the Collateral, (B) is enforceable (subject to applicable bankruptcy and similar laws) without regard to whether or not any other Lien shall be or become void, voidable or unenforceable or the indebtedness, obligations or liabilities secured by any such other Lien shall be discharged, whether by payment, performance, avoidance or otherwise, and (C) shall not merge with or be impaired by any other Lien (subject to applicable bankruptcy and similar laws).

o) The Equipment Lien secures only the assets noted therein, and the fair market value of the assets secured by the Equipment Lien is less than $2,500.

5. Financing Statements . Borrower shall at its cost execute any Financing Statement (including without limitation the filing of notices with the United States Copyright Office and the United States Patent and Trademark Office), in respect of any security interest created pursuant to this Agreement which may at any time be required or which, in the opinion of Secured Parties, may at any time be desirable. If any recording or filing thereof (or the filing of any statements of continuation or assignment of any financing statement) is required to protect and preserve such lien or security interest, Borrower shall at its cost execute the same at the time and in the manner requested by Secured Parties. To the fullest extent permitted by applicable law, Borrower authorizes each Secured Party, and any agent acting on behalf of any Secured Party, to file any such Financing Statements without the signature of Borrower.

6. Borrower’s Rights Until Default . So long as an Event of Default, as defined in Section 7 below, has not occurred, Borrower shall have the right to possess the Collateral, manage its property and sell, lease, rent, or license its inventory and/or intellectual property in the ordinary course of business.

7. Event of Default . As used in this Agreement “ Event of Default ” shall have the meaning set forth in the Notes.

8. Rights and Remedies on Event of Default .

a) Upon the occurrence of an Event of Default, Secured Parties, upon the election of the Note Holders, shall have the right, themselves or through any of their agents, with or without notice to Borrower (as provided below), as to any or all of the Collateral, by any available judicial procedure, or without judicial process (provided, however, that it is in compliance with the UCC), to exercise any and all rights afforded to a secured party under the UCC or other applicable law. Without limiting the generality of the foregoing, Secured Parties, upon the election of the Required Note Holders, shall have the right upon the occurrence of an Event of Default to sell or otherwise dispose of all or any part of the Collateral, either at public or private sale, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such terms and conditions, all as the Required Note Holders, in their sole discretion, may deem advisable, and Secured Parties shall have the right to purchase at any such sale. Borrower agrees that a notice sent in accordance with Section 11 at least ten (10) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral in accordance with this Section 8 is to be made shall be reasonable notice of such sale or other disposition. The proceeds of any such sale, or other Collateral disposition shall be applied, first to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like, and to Secured Parties’ reasonable attorneys’ fees and legal expenses, and then to the Obligations and to the payment of any other amounts required by applicable law, after which Secured Parties shall account to Borrower for any surplus proceeds. If, upon the sale or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which Secured Parties are legally entitled, Borrower shall be liable for the deficiency, together with interest thereon at the rate of 10% per annum, and the reasonable fees of any attorneys Secured Parties employ to collect such deficiency; provided , however , that the foregoing shall not be deemed to require Secured Parties to resort to or initiate proceedings against the Collateral prior to the collection of any such deficiency from Borrower. To the extent permitted by applicable law, Borrower waives all claims, damages and demands against Secured Parties arising out of the retention or sale or lease of the Collateral or other exercise of Secured Parties’ rights and remedies with respect thereto in accordance with applicable law.

b) To the extent permitted by applicable law, any sale upon the occurrence of an Event of Default, whether under any power of sale hereby given or by virtue of judicial proceedings, shall operate to divest all Borrower’s right, title, interest, claim and demand whatsoever, either at law or in equity, in and to the Collateral sold, and shall be a perpetual bar, both at law and in equity, against Borrower, its successors and assigns, and against all persons and entities claiming the Collateral sold or any part thereof under, by or through Borrower, its successors or assigns.

c) Borrower appoints each Secured Party, and any officer, employee or agent of such Secured Party, with full power of substitution, as Borrower’s true and lawful attorney-in-fact, effective as of the date hereof, with power, upon the Required Note Holders’ election, in its own name or in the name of Borrower, upon the occurence of an Event of Default: (i) to receive, collect and endorse any notes, checks, drafts, money orders, or other instruments of payment in respect of the Collateral that may come into Secured Parties’ possession, (ii) to sign and endorse any drafts against Borrower, assignments, verifications and notices in connection with accounts, and other documents relating to Collateral; (iii) to pay or discharge taxes or Liens at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, issue receipt for, compromise, settle, sue for and recover monies due in respect of the Collateral; (v) to notify persons and entities obligated with respect to the Collateral to make payments directly to Secured Parties; (vi) to receive and open all mail addressed to Borrower and to notify postal authorities to change the address for the delivery of mail to Borrower to that of a Secured Party designated by the Required Note Holders; (vii) to file any claims or take any action or institute any proceedings which Secured Parties may deem necessary or desirable for the collection of any of the Collateral of Borrower or otherwise to enforce the rights of Secured Parties with respect to any of the Collateral; and (viii) generally, to do, at Secured Parties’ option and at Borrower’s expense, at any time, or from time to time, all acts and things and to execute any instrument which Secured Parties deems necessary or advisable to protect, preserve and realize upon the Collateral and Secured Parties’ security interest therein to effect the intent of this Agreement, all as fully and effectually as Borrower might or could do; and Borrower hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable as long as any of the Obligations are outstanding.

d) All of Secured Parties’ rights and remedies with respect to the Collateral, whether established hereby or by any other agreements, instruments or documents or by law shall be cumulative and may be exercised singly or concurrently.

9. Secured Parties’ Rights; Borrower Waivers .

a) Secured Parties’ acceptance of partial or delinquent payment from Borrower under any Note or hereunder, or Secured Parties’ failure to exercise any right hereunder, shall not constitute a waiver of any obligation of Borrower hereunder, or any right of Secured Parties hereunder, and shall not affect in any way the right to require full performance at any time thereafter.

b) Borrower waives, to the fullest extent permitted by law, (i) any right of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshaling of the Collateral or other collateral or security for the Obligations; (ii) any right to require any Secured Party (A) to proceed against any person or entity, (B) to exhaust any other collateral or security for any of the Obligations, (C) to pursue any remedy in Secured Party’s power, or (D) to make or give any presentments, demands for performance, notices of nonperformance, protests, notices of protests or notices of dishonor in connection with any of the Collateral; and (iii) all claims, damages, and demands against any Secured Party arising out of the repossession, retention, sale or application of the proceeds of any sale of the Collateral.

10. Collateral Agent . At any time or times, in order to comply with any legal requirement in any jurisdiction or in order to effectuate any provision of this Agreement as determined in the discretion of the Required Note Holders, the Required Note Holders may, without the consent of or notice to Borrower, appoint any Secured Party, or any bank or trust company or any other person or entity to act as collateral agent (the “ Collateral Agent ”), either jointly with any Secured Party or separately, on behalf of Secured Parties with such power and authority as may be necessary for the effectual operation of the provisions hereof and specified in the instrument of appointment. Borrower acknowledges that: (i) the rights and responsibilities of the Collateral Agent under this Agreement or arising out of this Agreement shall, as between the Collateral Agent and Secured Parties, be governed by the matters as among Secured Parties and the Collateral Agent to which Borrower shall not be a third party or other beneficiary; and (ii) as between the Collateral Agent and Borrower, the Collateral Agent shall be conclusively presumed to be acting as agent for itself and Secured Parties with full and valid authority so to act or refrain from acting.

11. Miscellaneous .

a) Expenses . Borrower agrees to promptly pay all fees, costs and expenses incurred in connection with any matters contemplated by or arising out of this Agreement, the Notes or any other document related thereto, and all such fees, costs and expenses shall be part of the Obligations, payable on demand, including, but not limited to: (a) fees, costs and expenses incurred by Secured Parties (including reasonable attorneys’ fees) in connection with the examination, negotiation, review, and documentation of this Agreement, the Notes and any other document related thereto, and any amendments, waivers, consents, forbearances and other modifications relating hereto, including in connection with any workout or restructuring involving Borrower or thereto; and (b) fees, costs, expenses (including attorneys’ fees) of Secured Parties and costs of settlement incurred in any action to enforce this Agreement, or any other document related thereto or to collect any payments due from Borrower under this Agreement, or any other document related thereto.

b) Indemnity . In addition to the payment of expenses pursuant to Section 11(a) , Borrower agrees to indemnify, pay and hold each Secured Party, and the officers, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “ Indemnitees ”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable and documented fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement, or any other document related thereto, the consummation of the transactions contemplated by this Agreement, the use or intended use of the proceeds of any of the Notes, the existence or perfection of any Liens, or realization upon any Collateral, or the exercise of any right or remedy under this Agreement, or any other document related thereto (the “ Indemnified Liabilities ”); provided, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee relating to the Indemnified Liabilities, provided , however , that failure to provide such notice shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written notice.

c) Amendment and Waiver . Neither this Agreement nor any part hereof may be changed, waived, or amended except by an instrument in writing signed by the Required Note Holders and by Borrower; and waiver on one occasion shall not operate as a waiver on any other occasion.

d) Notices . Unless otherwise provided, any notice required or permitted under this Agreement shall be given pursuant to the terms of the Notes.

e) Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of, the successors and assigns of the parties hereto, including, without limitation, all future holders of the Notes.

f) Governing Law . This Agreement and any controversy arising out of or relating to this Agreement shall be governed by, and construed in accordance with, the Uniform Commercial Code of the State of Nevada as to matters within the scope thereof, and as to all other matters (including contract law, tort law and matters of fraud) shall be governed by, and construed in accordance with, the internal laws of the State of Florida, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Nevada.

g) Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by facsimile or electronic exchange bearing the copies of a party’s signature shall constitute a valid and binding execution and delivery of this Agreement by such party. Such facsimile or electronic copies shall constitute enforceable original documents.

h) Titles and Subtitles . The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

i) Severability . If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

j) Venue . Borrower and Secured Parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated only in the courts of the State of Florida located in the County of Miami-Dade, and the United States District Court for the Southern District of Florida or, at the Required Note Holders’ option, any court in which the Required Note Holders determine it is necessary or appropriate to initiate legal or equitable proceedings in order to exercise, preserve, protect or defend any of Secured Parties’ rights and remedies hereunder or otherwise or to exercise, preserve, protect or defend Secured Parties’ Lien, and the priority thereof, against the Collateral, and which has subject matter jurisdiction over the matter in controversy. Borrower waives any right it may have to assert the doctrine of forum non conveniens or to object to such venue, and consents to any court ordered relief. Borrower waives personal service of process and agrees that a summons and complaint commencing an action or proceeding in any such court shall be promptly served and shall confer personal jurisdiction if served by registered or certified mail to Borrower. If Borrower fails to appear or answer any summons, complaint, process or papers so served within thirty (30) days after the mailing or other service thereof, it shall be deemed in default and an order of judgment may be entered against it as demanded or prayed for in such summons, complaint, process or papers. The choice of forum set forth herein shall not be deemed to preclude the enforcement of any judgment obtained in such forum, or the taking of any action hereunder to enforce the same, in any appropriate jurisdiction.

k) Waiver of Jury Trial . TO THE EXTENT EACH MAY LEGALLY DO SO, EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT, OR IN ANY WAY CONNECTED WITH, OR RELATED TO, OR INCIDENTAL TO, THE DEALING OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. TO THE EXTENT EACH MAY LEGALLY DO SO, EACH PARTY HERETO HEREBY AGREES THAT ANY SUCH CLAIM, DEMAND, ACTION, OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT EITHER PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF ANY OTHER PARTY HERETO TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

(l) Termination of Security Interest .

i) The security interest granted herein shall terminate immediately and automatically upon the payment in full of the Obligations.

ii) Upon termination of the security interest, Secured Parties shall promptly execute and deliver to Borrower such documents and instruments reasonably requested by Borrower, and shall take all actions necessary or appropriate to effect the release of such security interest.

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IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date first above written.

Secured Party Signature Page

Signatures		Purchaser Name (Print)

Dated: ________________________________________, 2011

(Each co-owner or joint owner must sign)

SCHEDULE A

SECURED PARTIES

EXHIBIT A

DESCRIPTION OF COLLATERAL

a) Collateral . All personal property of Borrower (“ Borrower ” or “ Debtor ”) whether presently existing or hereafter created, written, produced or acquired, including, but not limited to:

i) all accounts receivable, Accounts, Chattel Paper (including, without limitation, tangible Chattel Paper and electronic Chattel Paper), contract rights (including, without limitation, royalty agreements, license agreements and distribution agreements), documents, instruments, money, deposit accounts and general intangibles, including, without limitation, payment intangibles, returns, repossessions, books and records (including, without limitation, all records indicating, summarizing or evidencing its assets or liabilities, or its business operations or financial condition), and equipment containing said books and records, all financial assets, all investment property, including securities and securities entitlements;

ii) all software, computer source codes and other computer programs and supporting information (collectively, the “ Software Products ”), and all common law and statutory copyrights and copyright registrations, applications for registration, now existing or hereafter arising, United States of America and foreign, obtained or to be obtained on or in connection with the Software Products, or any parts thereof or any underlying or component elements of the Software Products together with the right to copyright and all rights to renew or extend such copyrights and the right (but not the obligation) of any Secured Party to sue in its own name and/or the name of the Debtor for past, present and future infringements of copyright;

iii) all goods, including, without limitation, equipment, fixtures and inventory (including, without limitation, all export inventory) and all computer programs embedded in goods and any supporting information;

iv) all guarantees and other security therefor;

v) all trademarks, service marks, trade names and service names and the goodwill associated therewith;

vi) (a) all patents and patent applications filed in the United States Patent and Trademark Office or any similar office of any foreign jurisdiction, and interests under patent license agreements, including, without limitation, the inventions and improvements described and claimed therein, (b) licenses pertaining to any patent whether Debtor is licensor or licensee, (c) all income, royalties, damages, payments, accounts and accounts receivable now or hereafter due and/or payable under and with respect thereto, including, without limitation, damages and payments for past, present or future infringements thereof, (d) the right (but not the obligation) to sue for past, present and future infringements thereof, (e) all rights corresponding thereto throughout the world in all jurisdictions in which such patents have been issued or applied for, and (f) the reissues, divisions, continuations, renewals, extensions and continuations-in-part with any of the foregoing (all of the foregoing patents and applications and interests under patent license agreements, together with the items described in clauses (a) through (f) in this paragraph are sometimes herein individually and collectively (“ Patents ”);

vii) all letter-of-credit rights, letters of credit, instruments, promissory notes, drafts and Documents;

viii) all rights in respect of Obligations;

ix) all interest with respect to any Commercial Tort Claims;

x) all money, cash equivalents or other assets that now or hereafter come into the possession, custody or control of any Secured Party; and

xi) all products and proceeds, including, without limitation, insurance proceeds, of any of the foregoing.