SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement - Units (the “ Agreement ”), is made as of the date set forth on the
signature page by and among THE JON ASHTON CORPORATION, a Texas corporation (the “ Company ”),
and the purchaser whose name appears on the signature page (the “ Purchaser ”).
WHEREAS, the Company proposes to offer (the “ Offering ”) and sell an aggregate of $300,000 of
units (the “ Units ”), each Unit offered at $1,000 and consisting of 1,000 shares of common stock, $0.001 par
value (the “ Common Stock ”), and 9,000 shares of Series B Convertible Preferred Stock, $0.001 par value
(the “ Series B Preferred Stock ”), the terms of the Series B Preferred Stock being as set forth in the
Certificate of Designation attached to the Memorandum (the “ Series B Certificate of Designation ”); and
WHEREAS, the Units will be offered and sold to the Purchaser, pursuant to the terms set out in the
Confidential Private Placement Memorandum dated October 19, 2005 (the “ Memorandum ”) without being
registered under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and
Exchange Commission thereunder, in reliance upon Section 4(2) thereof and/or Regulation D thereunder.
The parties hereby agree as follows:
Purchase and Sale of Units .
Sale and Issuance of Units .
Subject to the terms and conditions of this Agreement, the Purchaser agrees to
purchase at the Closing, and the Company agrees to sell and issue to the Purchaser at the Closing, the number of
Units set forth on the signature page for a purchase price of $1,000.00 per Unit (the “ Purchase Price ”). The
shares of Common Stock issued to the Purchaser pursuant to this Agreement shall be referred to as the “
Common Shares ”, the shares of Series B Preferred Stock issued to the Purchasers pursuant to this Agreement
shall be referred to in this Agreement as the “ Preferred Shares ” and the Commo