ex10_1.htm


    
      

    

    Exhibit
10.1


    Purchase
Agreement

    


    


    THIS
PURCHASE AGREEMENT (the “Agreement”) dated this 28th day of
May, 2008

    


    BETWEEN:

    


    John
Mastoloni, Owner and President of M2-Systems, LLC, a Connecticut Corporation, of
200 Myrtle Street, New Britain, Connecticut (the ‘Seller’)

    OF THE FIRST PART

    


    -AND-

    


    Kelyniam
Global, Inc., a Nevada Corporation, of 1100 North University Avenue, Suite 135,
Little Rock, Arkansas (the ‘Purchaser’)

    OF THE SECOND PART

    


    IN CONSIDERATION OF THE
COVENANTS and agreements contained in this Purchase Agreement, the
parties to this Agreement agree as follows:

    


    Purchase of
Goods

    


    
      	
               
      

            	
              1.

            	
              The
      Purchaser will purchase from the Seller the following goods (the “Goods”):
      all of the assets, liabilities, active and existing customer base and
      current contracts on record as of June 1,
2008.

            


    

    


    Purchase
Price

    


    
      	
               
      

            	
              2.

            	
              The
      Seller will sell and transfer title of the Goods to the Purchaser on or
      before June 6, 2008.  The Purchaser will pay to the Seller the
      sum of one ($1.00) USD, paid by cash as required in clause 4 of this
      Agreement.

            


    

    
      	
               
      

            	
              3.

            	
              The
      Seller and the Purchaser both acknowledge the sufficiency of this
      consideration.  In addition to the purchase price specified in
      this Agreement, the amount of any present or future sales, use, excise or
      similar tax applicable to the sale of the Goods will be paid by the
      Purchaser, or alternatively, the Purchaser will provide the Seller with a
      tax exemption certificate acceptable to the applicable taxing
      authorities.

            


    

    
      	
               
      

            	
              4.

            	
              The
      Purchaser will make payment for the Goods at the time when, and at the
      place where, any document of title or registrable bill of sale, bearing
      any necessary endorsement, is tendered to the
  Purchaser.

            


    

    


    Delivery of
Goods

    


    
      	
               
      

            	
              5.

            	
              The
      Goods will be deemed received by the Purchaser when title is delivered to
      the Purchaser at 1100 North University Avenue, Suite 135, Little Rock,
      Arkansas.

            


    

    


    Risk of
Loss

    


    
      	
               
      

            	
              6.

            	
              The
      risk of loss from any casualty to the Goods, regardless of the cause, will
      be on the Seller until the title of the Goods has been accepted by the
      Purchaser.

            


    

    


    Warranties

    


    
      	
               
      

            	
              7.

            	
              The
      Seller warrants that (1) the Seller is the legal owner of the Goods that
      are free from all liens and encumbrances; (2) the Seller has the right to
      transfer title of these Goods; and (3) the Seller will warrant and defend
      the title of these Goods against any and all claims and demands of all
      persons.

            


    

    
      	
               
      

            	
              8.

            	
              The
      Purchaser warrants that (1) those Goods that are not free from liens and
      encumbrances may be transferred in liability and re-titled to Purchaser as
      holder of the liability with those financial institutions that find this
      agreeable; (2) the Purchaser has a right to obtain a loan with its own
      financial institution to transfer title of those Goods that are not free
      from liens and encumbrances by way of borrowing funds to free the title
      from the Seller; (3) the Purchaser has the right to pay off outright the
      liens and encumbrances to obtain title; or (4) any variances of the
      previous that is in agreement with both Seller and
    Purchaser.

            


    

    
      	
               
      

            	
              9.

            	
              THE
      SELLER EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES AS TO
      MERCHANABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  The
      Purchaser has been given the opportunity to inspect the Goods or to have
      it inspected and the Purchaser has accepted the Goods in its existing
      condition.  Further, the Seller disclaims any warranty as to the
      condition of the Goods.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              10.

            	
              The
      Seller makes no warranty, and no warranty will be deemed to exist, that
      the Purchaser holds the Goods free of the claim of any third person that
      may arise from patent or trademark
infringement.

            


    

    
      	
               
      

            	
              11.

            	
              EXCEPT
      FOR THE ABOVE WARANTIES, NO OTHER WARRANTY (WHETHER EXPRESSED, IMPLIED OR
      STATUTORY) IS MADE BY THE SELLER REGARDING THE
  GOODS.

            


    

    


    Title

    


    
      	
               
      

            	
              12.

            	
              Title
      to the Goods will remain with the Seller until those Goods requiring
      transfer according to clause 8 of this Agreement be made to transfer and
      the receipt of the title of those Goods is actually received by the
      Purchaser at which time the Seller delivers a document of title or
      registered Bill of Sale of all the Goods, bearing any necessary
      endorsement, to the Purchaser.

            


    

    


    Security
Interest

    


    
      	
               
      

            	
              13.

            	
              The
      Seller retains a security interest in the Goods until paid in
      full.

            


    

    


    Inspection

    


    
      	
               
      

            	
              14.

            	
              Inspection
      will be made by the Purchaser at the time and place of deliver of
      title.

            


    

    


    Claims

    


    
      	
               
      

            	
              15.

            	
              The
      Purchaser’s failure to give notice of any claim within 10 days from the
      date of title delivery will constitute an unqualified acceptance of the
      Goods and a waiver by the Purchaser of all claims with respect to the
      Goods.

            


    

    


    Excuse for Delay or Failure
to Perform

    


    
      	
               
      

            	
              16.

            	
              The
      Seller will not be liable in any way for any delay, priorities, fires,
      accidents and other causes beyond the control of the Seller.  If
      the Seller, in its sole judgment, will be prevented directly or
      indirectly, on account of any cause beyond its control, from delivering
      the title of the Goods at the time specified or within one month after the
      date of this Agreement, then the Seller will have the right to terminate
      this Agreement by notice in writing to the Purchaser, which notice will be
      accompanied by full refund of all sums paid by the Purchaser pursuant to
      this Agreement.

            


    

    


    Cancellation

    


    
      	
               
      

            	
              17.

            	
              The
      Seller reserves the right to cancel this
  Agreement:

            


    

    
      	
               
      

            	
              a.

            	
              If
      the Seller deems that its prospect of payment is impaired,
    or

            


    

    
      	
               
      

            	
              b.

            	
              In
      the event of the Purchaser’s insolvency or
  bankruptcy.

            


    

    


    Notices

    


    
      	
               
      

            	
              18.

            	
              Any
      notice to be given or document to be delivered to either the Seller or
      Purchaser pursuant to this Agreement will be sufficient if delivered
      personally or sent by prepaid registered mail to the address specified
      below.  Any written notice or delivery of documents will have
      been given, made and received on the day of delivery if delivered
      personally, or on the third (3rd)
      consecutive business day next following the date of mailing if sent by
      prepaid registered mail:

            


    

    


    SELLER:  200
Myrtle Street, New Britain, Connecticut 06053

    


    PURCHASER:  1100
North University Avenue, Suite 135, Little Rock, Arkansas 72207

    


    General
Provisions

    


    
      	
               
      

            	
              19.

            	
              Headings
      are inserted for the convenience only and are not to be considered when
      interpreting this Agreement.  Words in the singular mean and
      include the plural and vice versa.  Words in the masculine mean
      and include the feminine and vice
versa.

            


    

    
      	
               
      

            	
              20.

            	
              All
      representation and warranties of the Seller contained in this Agreement
      will survive the closing of this
Agreement.

            


    

    
      	
               
      

            	
              21.

            	
              Either
      party to this Agreement may assign its rights under this Agreement, but
      the assignment will not change the duty of either party, increase the
      burden or risk involved, or impair the chances of obtaining the
      performance of the Agreement.  However, no obligation for
      performance imposed on either party by this Agreement may be delegated to
      any other person without the prior written consent of the other
      party.  Each party has a substantial interest in having the
      other party perform or control the acts required by this
      Agreement.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              22.

            	
              This
      Agreement cannot be modified in any way except in writing signed by all
      parties to this Agreement.

            


    

    
      	
               
      

            	
              23.

            	
              This
      Agreement will be governed by and construed in accordance with the laws of
      the State of Nevada, including the Nevada Uniform Commercial Code and the
      Seller and the Purchaser hereby attorn to the jurisdiction of the Courts
      of the State of Nevada.

            


    

    
      	
               
      

            	
              24.

            	
              Except
      where otherwise stated in this Agreement, all terms employed in this
      Agreement will have the same definition as set forth in the Uniform
      Commercial Code in effect in the State of Nevada on the date of execution
      of this Agreement.

            


    

    
      	
               
      

            	
              25.

            	
              If
      any clause of this Agreement is held unconscionable by any court of
      competent jurisdiction, arbitration panel or other official finder of
      fact, the clause will be deleted from this Agreement and the balance of
      this Agreement will remain in full force and
  effect.

            


    

    
      	
               
      

            	
              26.

            	
              This
      Agreement will inure to the benefit of and be binding upon the Seller and
      the Purchaser and their respective successors and
  assigns.

            


    

    
      	
               
      

            	
              27.

            	
              This
      Agreement may be executed in counterparts.  Facsimile signatures
      are binding and are considered to be original
  signatures.

            


    

    
      	
               
      

            	
              28.

            	
              Time
      is of the essence in the Agreement.

            


    

    
      	
               
      

            	
              29.

            	
              This
      Agreement constitutes the entire agreement between the parties and there
      are no further items or provisions, either oral or
      otherwise.  The Purchaser acknowledges that it has not relied
      upon any representation of the Seller as to prospective performance of the
      Goods, but has relied upon its own inspection and investigation of the
      subject matter.

            


    

    


    


    IN WITNESS WHEREOF the parties
have executed this Purchase Agreement on this 28th day of
May, 2008

    


    


    
      	
              By:

            	
              /s/ James
      Ketner

            	 
	 
      	
              James
      Ketner

            	 
	 
      	
              President/CEO/Chairman

            	 
	 
      	
              Kelyniam
      Global, Inc.

            	 
	 
      	 
      	 
	
              By:

            	
              /s/ John
      Mastoloni

            	 
	 
      	
              John
      Mastoloni

            	 
	 
      	
              President

              M2-Systems