TREY RESOURCES INC (Form: 8-K, Received: 05/12/2011 17:31:51)

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): May 4, 2011

TREY RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-50302		16-1633636
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

	5 Regent Street, Suite 520 Livingston, New Jersey 07039
	(Address of Principal Executive Offices)

(973) 758-9555

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 the 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 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))

Item 1.01 Entry into a Material Definitive Agreement.

On May 9, 2011 (the “ Effective Date ”), Trey Resources, Inc., a Delaware corporation (the “ Corporation ”), entered into a Series A Preferred Stock Purchase Agreement (each a “ Preferred Stock Purchase Agreement ” and together, the “ Preferred Stock Purchase Agreements ”) with two accredited investors (each a “ Series A Holder ” and together, the “ Series A Holders ”), pursuant to which each Series A Holder was issued one (1) share out of the two (2) authorized shares of Series A Convertible Preferred Stock, par value $1.00 per share (the “ Series A Preferred Stock ”). Each Series A Holder was issued one (1) share of Series A Preferred Stock as partial consideration for such Series A Holder’s agreement to accept a promissory notes (the “ Note ”), dated April 11, 2011, in the total principal face amount of $275,000, the terms of which are incorporated by reference herein as Exhibit 10.1.

The Series A Preferred Stock has the rights, privileges, preferences and restrictions set for in the Certificate of Designation (the “ Certificate of Designation ”) filed by the Corporation with the Secretary of State of the State of Delaware (“ Delaware Secretary of State ”) on May 4, 2011, as more fully described in Item 5.03 below.

Upon each Series A Holder’s receipt of a written demand by the Corporation (the “ Mandatory Conversion Notice ”), which demand shall not be made any later than January 15, 2012 (unless otherwise mutually agreed by the Corporation and Series A Holders in writing), the Series A Preferred Stock held by each of the Series A Holders shall automatically convert (the “ Mandatory Conversion ”), without any further action required by the Series A Holders, into that number of shares of Class A Common Stock, par value $.00001 per share (“ Class A Common Stock ”), as shall constitute, at the time of the Series A Holders’ deemed receipt of the Mandatory Conversion Notice, one percent (1%) of the issued and outstanding shares of Class A Common Stock on a fully diluted basis immediately following the Mandatory Conversion.

The foregoing descriptions of the Notes and the Preferred Stock Purchase Agreements are not intended to be complete and is qualified in its entirety by the complete text of the Form of Note incorporated by reference herein as Exhibit 10.1 and the complete text of the Form of Preferred Stock Purchase Agreement attached herein as Exhibit 10.2 to this Current Report on Form 8-K.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 is incorporated by reference into this Item 3.02.

The Company claims an exemption from the registration requirements of the Act for the private placement of the securities referenced herein pursuant to Section 4(2) of the Securities Act of 1933, as amended and/or Regulation D promulgated thereunder since, among other things, the transaction did not involve a public offering, no advertising or general solicitation was employed in offering, the Company did not undertake an offering in which it sold a high number of securities to a high number of investors, the investors were accredited investors and/or qualified institutional buyers, the investors had access to information about us and their investment, the investors took the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities.

Item 3.03 Material Modification to Rights of Security Holders.

As more fully discussed in Item 1.01 of this Form 8-K, which is incorporated by reference into this Item 3.03, on May 4, 2011, the Corporation filed the Certificate of Designation with the Delaware Secretary of the State pursuant to which the Corporation set forth the designation, powers, rights, privileges, preferences and restrictions of the Series A Preferred Stock. Among other things, each one share of Series A Preferred Stock shall entitle the Series A Holder to voting rights equal to five billion (5,000,000,000) votes of Class A Common Stock.

The foregoing description of the Series A Preferred Stock does not purport to be complete and is subject to, and qualified in its entirety by, the Certificate of Designation, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The Certificate of Incorporation of the Corporation authorizes the issuance of up to 1,000,000 shares of preferred stock and further authorizes the Board of Directors of the Corporation (the “ Board ”) to fix and determine the designation, preferences, conversion rights, or other rights, including voting rights, qualifications, limitations, or restrictions of the preferred stock. On May 3, 2011 the Board approved by unanimous written consent an amendment to the Corporation’s Certificate of Incorporation to designate the rights and preferences of Series A Preferred Stock. On May 4, 2011, the Corporation filed the Certificate of Designation with the Delaware Secretary of State. The Series A Preferred Stock is being issued to the Series A Holders as described in Item 1.01 of this Form 8-K, which is incorporated by reference into this Item 5.03.

The foregoing description of the Certificate of Designation is not intended to be complete and is qualified in its entirety by the complete text of the Certificate of Incorporation incorporated by reference and attached herein as Exhibit 4.1 to this Current Report on Form 8-k.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

4.1*	Certificate of Designation of Series A Convertible Preferred Stock filed with the Delaware Secretary of State on May 5, 2011

10.1	Form of Promissory (incorporated by reference to Exhibit 10.1 to the Corporation’s Form 8-K filed on April 14, 2011).

10.2	Form of Preferred Stock Purchase Agreement.

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.

TREY RESOURCES, INC.

Date: May 12, 2011	By:	/s/Mark Meller
		Mark Meller
		President, Chief Executive Officer and
		Principal Accounting Officer

EXHIBIT 4.1

CERTIFICATE OF DESIGNATIONS,

PREFERENCES AND

RIGHTS OF SERIES A CONVERTIBLE

PREFERRED STOCK, $1.00 PAR VALUE PER SHARE

Trey Resources, Inc., a corporation organized and existing under the laws of the State of Delaware (the “ Corporation ”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation (the “ Board ”) on May 3, 2011 in accordance with the provisions of its Certificate of Incorporation (as amended and restated through the date hereof, the “ Certificate of Incorporation ”) and Bylaws. The authorized series of the Corporation’s previously-authorized preferred stock shall have the following preferences, privileges, powers and restrictions thereof, as follows:

RESOLVED , that pursuant to the authority granted to and vested in the Board in accordance with the provisions of the Certificate of Incorporation and by-laws of the Corporation, each as amended or amended and restated through the date hereof, the Board hereby authorizes a series of the Corporation’s previously authorized preferred stock (the “ Preferred Stock ”), and hereby states the designation and number of shares, and fixes the relative rights, preferences, privileges, powers and restrictions thereof as follows:

I.	NAME OF THE CORPORATION

Trey Resources, Inc.

II.

DESIGNATION AND AMOUNT; DIVIDENDS

A. Designation . The designation of said series of preferred stock shall be Series A Convertible Preferred Stock, $1.00 par value per share (the “ Series A Preferred Stock ”).

B. Number of Shares . The number of shares of Series A Preferred Stock authorized shall be two (2) shares. Each share of Series A Preferred Stock shall have a stated value equal to $1.00 (as may be adjusted for any stock dividends, combinations or splits with respect to such shares) (the “ Series A Stated Value ”).

C. Dividends : Initially, there will be no dividends due or payable on the Series A Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Corporation’s Certificate of Incorporation. Any and all such future terms concerning dividends shall be reflected in an amendment to this Certificate, which the Board shall promptly file or cause to be filed.

III . LIQUIDATION AND REDEMPTION RIGHTS .

Upon the occurrence of a Liquidation Event (as defined below), the holders of Series A Preferred Stock are entitled to receive net assets on a pro rata basis. Each holder of Series A Preferred Stock is entitled to receive ratably any dividends declared by the Board, if any, out of funds legally available for the payment of dividends. As used herein, “ Liquidation Event ” means (i) the liquidation, dissolution or winding-up, whether voluntary or involuntary, of the Corporation, (ii) the purchase or redemption by the Corporation of shares of any class of stock or the merger or consolidation of the Corporation with or into any other corporation or corporations, unless (a) the holders of the Series A Preferred Stock receive securities of the surviving corporation having substantially similar rights as the Series A Preferred Stock and the stockholders of the Corporation immediately prior to such transaction are holders of at least a majority of the voting securities of the successor corporation immediately thereafter (the “ Permitted Merger ”), unless the holders of the shares of Series A Preferred Stock elect otherwise or (b) the sale, license or lease of all or substantially all, or any material part of, the Corporation’s assets, unless the holders of Series A Preferred Stock elect otherwise.

IV. CONVERSION . In the event of a conversion of shares (the “ Conversion ”) of Series A Preferred Stock to shares of Class A common stock, par value $.00001 per share (the “ Class A Common Stock ”), each one share of Series A Preferred Stock shall be converted into that number of shares of Class A Common Stock as shall equal one percent (1%) of the issued and outstanding shares of Class A Common Stock of the Corporation immediately following the time of the Conversion.

A. Mandatory Conversion : Each share of Series A Preferred Stock shall convert (the “ Mandatory Conversion ”) into shares of Class A Common Stock upon written demand of the Corporation (“ Mandatory Conversion Notice ”), which demand shall be made no later than January 15, 2012, unless otherwise agreed by the mutual consent of the parties in writing. The Mandatory Conversion Notice shall state the effective date of the Mandatory Conversion, which date shall be established by the Corporation in its sole and absolute discretion.

(i) Mechanics of Mandatory Conversion . The outstanding shares of Series A Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent. Upon the effective date of the Mandatory Conversion, the only rights that the holders of the Series A Preferred Stock shall have will be to receive stock certificates for Class A Common Stock; provided that the holder of the Series A Preferred Stock surrenders or causes to be surrendered the original certificates representing the Series A Preferred Stock being converted (the “ Preferred Stock Certificates ”), duly endorsed. The Corporation shall not be obligated to issue and deliver (issue and deliver to the holder of Series A Preferred Stock (i) a stock certificate for the Class A Common Stock into which the Series A Preferred Stock has been converted certificates evidencing the shares of Class A Common Stock issuable upon such Mandatory Conversion unless and until the certificates evidencing the shares of Series A Preferred are either delivered to the Corporation or its transfer agent, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.

B. Taxes : The Corporation shall pay any and all taxes that may be imposed upon it with respect to the issuance and delivery of the shares of Class A Common Stock upon the Conversion of the Series A Preferred Stock.

C. No Fractional Shares : No fractional shares of Class A Common Stock will be issued from the Conversion of the Series A Preferred Stock. If the Conversion of Series A Preferred Stock would result in the issuance of a fractional share of Class A Common Stock to a holder (aggregating all shares of Series A Preferred Stock being converted pursuant to a given Notice of Conversion), then the Corporation shall issue one share of Class A Common Stock to each holder of Series A Preferred Stock with a fractional share as the result of the Conversion.

V. RANK

All shares of the Series A Preferred Stock shall rank (i) senior to the Corporation’s Class A Common Stock, Class B common stock, par value $.00001 per share (“ Class B Common Stock ”) and Class C common stock, par value $.00001 per share (the “ Class C Common Stock ”), and any other class or series of capital stock of the Corporation hereafter created, (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series A Preferred Stock and (iii) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series A Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary.

VI. VOTING RIGHTS

Each one share of the Series A Preferred Stock shall have voting rights equal to five billion (5,000,000,000) votes of Class A Common Stock. With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series A Preferred Stock shall vote together with the holders of Class A Common Stock, Class B Common Stock and Class C Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Corporation’s Certificate of Incorporation or by-laws.

VII. PROTECTION PROVISIONS

So long as any shares of Series A Preferred Stock are outstanding, the Corporation shall not, without first obtaining the unanimous written consent of the holders of Series A Preferred Stock, alter or change the rights, preferences or privileges of the Series A Preferred so as to affect adversely the holders of Series A Preferred Stock.

XIII. MISCELLANEOUS

A. Status of Converted or Redeemed Stock : In case any shares of Series A Preferred Stock shall be redeemed or otherwise repurchased or reacquired, the shares so redeemed, repurchased, or reacquired shall resume the status of authorized but unissued shares of preferred stock, and shall no longer be designated as Series A Preferred Stock.

B. Lost or Stolen Certificates : Upon receipt by the Corporation of (i) evidence of the loss, theft, destruction or mutilation of any Preferred Stock Certificate(s) and (ii) in the case of loss, theft or destruction, indemnity (with a bond or other security) reasonably satisfactory to the Corporation, or in the case of mutilation, the Preferred Stock Certificate(s) (surrendered for cancellation), the Corporation shall execute and deliver new Preferred Stock Certificates. However, the Corporation shall not be obligated to reissue such lost, stolen, destroyed or mutilated Preferred Stock Certificates if the holder of Series Preferred Stock contemporaneously requests the Corporation to convert such holder’s Series A Preferred.

C. Waiver : Notwithstanding any provision in this Certificate of Designation to the contrary, any provision contained herein and any right of the holders of Series A Preferred granted hereunder may be waived as to all shares of Series A Preferred Stock (and the holders thereof) upon the unanimous written consent of the holders of the Series A Preferred Stock.

D. Notices : Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally, by nationally recognized overnight carrier or by confirmed facsimile transmission, and shall be effective five (5) days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by nationally recognized overnight carrier or confirmed facsimile transmission, in each case addressed to a party as set forth below, or such other address and telephone and fax number as may be designated in writing hereafter in the same manner as set forth in this Section.

If to the Corporation:

Trey Resources, Inc.

5 Regent Street, Suite 520

Livingston, New Jersey 07039

Attention: Mark Meller;

Telephone: (973) 758-6100

Facsimile: (973) 758-6120

If to the holders of Series A Preferred, to the address listed in the Corporation’s books and records.

IN WITNESS WHEREOF, the undersigned has signed this certificate as of the 4 th day of May, 2011.

TREY RESOURCES, INC.

By:	/s/ Mark Meller
	Name:	Mark Meller
	Title:	President and Chief Executive Officer

EXHIBIT 10.2

SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT

Private and Confidential

THIS SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “ Agreement ”), made as of the last date executed below (the “ Effective Date ”), by and among Trey Resources, Inc. a Delaware corporation with a principal address of 5 Regent Street, Suite 520, Livingston New Jersey 07039 (“the “ Company ”), and, an individual with an address of (“ Buyer ”). Each of the Company and Buyer is a “ Party ” and together, are the “ Parties .”

W I T N E S S E T H:

WHEREAS, the Company has authorized 1,000,000 shares of preferred stock, par value $1.00 per share (the “ Preferred Stock ”), of which none are issued and outstanding prior to the Effective Date;

WHEREAS, the Company has designated two (2) shares of Preferred Stock as Series A Convertible Preferred Stock, par value $1.00 per share (the “ Series A Preferred Stock ”), having the rights, preferences, privileges, powers and restrictions set forth in the Certificate of Designation filed with the Secretary of State of the State of Delaware on May 4, 2011 and attached hereto as Exhibit A ; and

WHEREAS, the Company desires to issue, sell and transfer, and Buyer desires to purchase and receive, one (1) share of Series A Preferred Stock (the “ Purchased Share ”) subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above and the mutual agreements, covenants and representations contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and subject to the terms and conditions hereof, the Parties, intending to be legally bound, hereby agree as follows:

1. Agreement to Purchase and Sell; Consideration . The Company hereby agrees to issue, sell and transfer to Buyer, and Buyer hereby agrees to purchase and receive from the Company, the Purchased Share, free and clear of any and all liens, mortgages, security interests, encumbrances and other restrictions or limitations (other than restrictions on resales of the Purchased Share under applicable federal or state securities laws, and the rules and regulations promulgated thereunder) (collectively, “ Liens ”), as partial consideration for Buyer’s agreement to accept that certain promissory note, dated April 11, 2011, in the principal amount of $275,000, issued by the Company, as maker, to Buyer, as holder (the “ Consideration ”).

2. Closing . On or before May 11, 2011 (the “ Closing Date ”), the Parties shall perform the following:

(a) Buyer shall deposit a duly authorized and validly executed copy of this Agreement with Lucosky Brookman LLP, a limited liability partnership with a principal address of 33 Wood Avenue South, 6 th Floor, Iselin, New Jersey 08830 (the “ Escrow Agent ”);

(b) The Company shall deposit with the Escrow Agent (i) a duly authorized and validly executed copy of this Agreement and (ii) the stock certificate representing the Purchased Share, together with all documents necessary to effectuate the issuance and transfer of the Purchased Share. Upon the closing of the purchase and sale (the “ Closing ”), the Company shall cause the Escrow Agent to release the Purchased Share to Buyer; and

(c) The Board of Directors of the Company (the “ Board ”) shall execute a resolution approving the terms of this Agreement.

3. Transfer Agent . Buyer agrees that Fidelity Transfer Company (the “ Transfer Agent ”) shall have full power and authority to act on behalf of the Company in connection with the issuance, transfer, exchange, replacement and cancellation of all of the Company’s stock certificates. The Company shall pay all fees due to the Transfer Agent.

4. Representations and Warranties of the Company . The Company hereby represents and warrants, for a period of twelve (12) months from the Effective Date, to Buyer that all of the statements in the following paragraphs of this Section 4 are true and complete as of the date hereof and shall be true and complete as of the Closing Date.

(a) Due Incorporation; Good Standing . The Company is duly organized and in good standing in the State of Delaware and in every state in which the Company is or should be authorized to do business, unless the failure to be so qualified does not have a material adverse effect on the Company.

(b) Full Power and Author ity. The Company has full corporate power and authority to enter into this Agreement and consummate the transactions contemplated hereby.

(d) Valid Issuance . The Purchased Share shall be, when issued, duly authorized, validly issued, fully paid and non-assessable.

(e) Good Title . Upon delivery to Buyer at the Closing of a stock certificate representing the Purchased Share, Buyer shall have good and valid title to the Purchased Share.

(f) No Conflicts . The execution and performance of this Agreement will not constitute a breach of the Company’s Certificate of Incorporation or By-laws.

(g) No Broker . Neither the Company nor any of Representatives (as defined herein) has employed or engaged any broker or finder or incurred any liability for any brokerage fees, commissions or finders’ fees in connection with the transactions contemplated by this Agreement, and the Company hereby indemnifies Buyer against any Losses (as defined herein) arising from the breach of this Section.

5. Representations and Warranties of Buyer . Buyer hereby represents and warrants to the Company that the statements in the following paragraphs of this Section 5 are all true and complete as of the date hereof and shall be true and complete as of the Closing Date.

(a) Full Power and Authority . Buyer has full power and authority to enter into this Agreement.

(b) Exempt Transaction . Buyer understands that the sale of the Series A Preferred Stock is intended to be exempt from registration under the Securities Act of 1933, as amended (the “ Securities Act ”), and exempt from registration or qualification under any state law.

(c) Restricted Securities . Buyer understands that the Purchased Share is characterized as a “restricted security” under the Securities Act inasmuch as it was acquired from a transaction that was not a public offering.

(d) Series A Preferred Stock . The Series A Preferred Stock purchased by Buyer hereunder will be acquired for investment only for Buyer’s own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof, and Buyer has no present intention of selling, granting any participation in, or otherwise distributing, the same.

(e) Investment Experience . Buyer understands that the purchase of the Series A Preferred Stock involves substantial risk. Buyer has such knowledge and experience in financial, tax and business matters so as to enable Buyer to evaluate the merits and risks of an investment in the Series A Preferred Stock and the Company and to protect Buyer’s interests in connection with the investment and to make an informed investment decision with respect thereto.

(f) Complete Loss of Investment . Buyer represents that his financial condition and investments are such that he is in a financial position to hold the Shares for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, the investment in the Purchased Share.

(g) No Oral Representations . No oral or written representations have been made other than those stated in this Agreement. Buyer is not relying on any oral statements made by the Company or any of the Company’s Affiliates or their respective directors, officers, managers, members, partners, stockholders, employees, representatives, agents, executors or heirs, as applicable (collectively, the “ Representatives ”), as applicable, in purchasing the Series A Preferred Stock. For purposes of this Agreement, “ Affiliate ” means, with respect to any Person, any other Person controlling, controlled by or under common control with such Person. The term “control” as used in the preceding sentence means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether by contract or otherwise. Further, for purposes of this Agreement, “ Person ” means any individual, partnership, corporation, association, joint stock company, trust, joint venture, unincorporated organization or governmental entity (or any department, agency or political subdivision thereof).

(h) Information about the Company . Buyer has been given the opportunity to ask questions of, and receive answers from, the Company concerning the Company and the Series A Preferred Stock and any other matters pertaining to the transactions contemplated herein.

6. Mandatory Conversion . Buyer hereby irrevocably acknowledges and agrees that upon Buyer’s deemed receipt of a written demand by the Company (the “ Mandatory Conversion Notice ”), which demand shall not be made any later than January 15, 2012 (unless otherwise mutually agreed by the Parties in writing), the Purchased Share shall automatically convert (the “ Mandatory Conversion ”), without any further action required by Buyer, into that number of shares of Class A Common Stock, par value $.00001 per share (“ Class A Common Stock ”), as shall constitute at the time of Buyer’s deemed receipt of the Mandatory Conversion Notice, one percent (1%) of the issued and outstanding shares of Class A Common Stock immediately following the Mandatory Conversion. Promptly after the Mandatory Conversion, Buyer shall deliver to the Company the original stock certificate representing the Purchased Share or a certificate of lost, destroyed or mutilated certificate satisfactory to the Company if such stock certificate cannot be produced. Upon and after the Mandatory Conversion, Buyer shall not have any rights whatsoever with respect to the Purchased Share except for the right to receive the Class A Common Stock as set forth in this Section 6.

7. Indemnification .

(a) In consideration of this Agreement, the Company covenants and agrees that Buyer shall be indemnified and held harmless from and against any and all losses, damages, fees, costs, expenses, obligations and liabilities (collectively, the “ Liabilities ”) or actions, investigations, inquiries, arbitrations, claims or other governmental or administrative agency proceedings in respect thereof, including, without limitation, enforcement of this Agreement (collectively, the “ Actions ” and together with the Liabilities, the “ Losses ”) which are incurred as a result of the Company’s breach of any material representations, warranties and/or covenants set forth herein; provided that the breach is not the result of Buyer’s negligence or misconduct. Without limiting the foregoing, Losses include, but are not limited to, all reasonable legal fees, court costs and other expenses incurred in connection with investigating, preparing, defending, paying, settling or compromising any suit in law or equity arising out of this Agreement.

(b) In consideration of this Agreement, Buyer covenants and agrees, for itself and its Affiliates, that Buyer shall indemnify and hold harmless the Company and its Representatives from and against any and all Losses which are incurred as a result of Buyer or any of Buyer’s Representatives’ breach of this Agreement, including, but not limited to, the breach of any representations, warranties and/or covenants set forth herein.

8. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey applicable to contracts made and to be performed entirely within such State without giving effect to any choice or conflict of law provision that would cause the application of the laws of any other jurisdiction other than the State of New Jersey.

9. Term / Survival. The terms of this Agreement shall be effective as of the Effective Date and continue until such time as the obligations hereunder are fully satisfied; provided, however, that the terms, conditions and obligations of Sections 4, 5, 7, 8, 10, 13, 18, 19 and 20 of this Agreement and this Section 9 shall survive the termination of this Agreement.

10. Successors and Assigns . The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns, or heirs and executors, as applicable, of the Parties.

11. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement. A faxed or electronic copy of this Agreement shall be deemed an original.

12. H eadings . The headings used in this Agreement are for convenience of reference only and shall not be deemed to limit, characterize or in any way affect the interpretation of any provision of this Agreement.

13. Modifications and Waivers . No change, modification or waiver of any provision of this Agreement shall be valid or binding unless it is in writing, dated subsequent to the Effective Date, and signed by all Parties. No waiver of any breach, term, condition or remedy of this Agreement by any Party shall constitute a subsequent waiver of the same or any other breach, term, condition or remedy. All remedies, either under this Agreement, by law or otherwise afforded to a Party, shall be cumulative and not alternative.

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

15. Termination . The Parties may not, except for a material breach or failure of a condition or requirement, terminate this Agreement.

16. Entire Agreement . This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the Parties with respect to the subject matter hereof, whether written or oral.

17. Further Assurances . From and after the date of this Agreement, upon the reasonable request of a Party, the other Party shall use its commercially reasonable best efforts to execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out and fully effectuate the intent and purposes of this Agreement.

18. Notices . All notices or other communications required or permitted by this Agreement shall be in writing to the addresses set forth in the preamble to this Agreement (or to such other addresses as may be specified by a Party to the other Party pursuant to notice given by such Party in accordance with the provisions of this Section 18) and shall be deemed to have been duly received:

(a)	if given by fax or email, when transmitted and the appropriate confirmation received, as applicable, if transmitted on a business day and during normal business hours of the recipient, and otherwise on the next business day following transmission;

(b)	if given by certified or registered mail, return receipt requested, postage prepaid, three business days after being deposited in the U.S. mail; and

(c)	if given by courier, messenger or other means, when received or personally delivered.

19. Insider Trading . Buyer hereby certifies that he has not, nor through any of his Representatives or third parties, purchased or caused to be purchased in the public marketplace, any publicly traded shares of the Company. Buyer further certifies he has not communicated the nature of the transactions contemplated by the Agreement, is not aware of any disclosure of non-public information concerning said transactions, and has not, is not and will not be a party to any insider trading of any shares of the Company.

20. Binding Arbitration . In the event of any dispute, claim, question or disagreement arising from or relating to this Agreement or the breach thereof, the Parties shall use their commercially reasonable best efforts to settle the dispute, claim, question or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a reasonably just and equitable solution satisfactory to all Parties. If they do not reach such a solution within a period of sixty (60) calendar days, then, upon notice by a Party to the other Party, all disputes, claims, questions or disagreements shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, including the Optional Rules for Emergency Measures of Protection, and judgment on any award rendered by the arbitrator(s) shall be binding and may be entered in any court having jurisdiction thereof.

[Signature Page Follows]

In Witness Whereof , the Parties have executed this Agreement as of the last date written below.

BUYER

By: _____________________________

Date: May ___ , 2011

COMPANY

Trey Resources, Inc.

By: ____________________________

Date: May ___, 2011

EXHIBIT A

CERTIFICATE OF DESIGNATION

See attached