Unassociated Document


    


    AGREEMENT
      AND PLAN OF MERGER

     

    THIS
      AGREEMENT AND PLAN OF MERGER
      is made
      as of the 13th
      day of
      June 2008

    


    AMONG:

    


    SICLONE
      INDUSTRIES, INC.,
      a
      corporation formed pursuant to the laws of the State of Delaware

    


    (“SICLONE”)

    


    AND:

    


    APOLLO
      ACQUISITION CO., INC.,
      a body
      corporate formed pursuant to the laws of the State of Delaware and a wholly
      owned subsidiary of SICLONE

    


    (the
      “ACQUIRER”)

    


    AND:

    


    APOLLO
      MEDICAL MANAGEMENT, INC.,
      a body
      corporate formed pursuant to the laws of the State of Delaware and having an
      office for business located at 1010 N. Central Avenue, Suite 201, Glendale,
      CA
      91202 (“APOLLO”)

    


    (“APOLLO”)

    


    AND:

    


    The
      shareholders of APOLLO, each of whom are set forth on the signature page of
      this
      Agreement (the “APOLLO Shareholders”)

    


    WHEREAS:

    


    A. APOLLO
      is
      a Delaware corporation engaged in the business of medical management focusing
      on
      managing the provision of hospital based medicine;

    


    B. The
      APOLLO Shareholders own 11,485,977 APOLLO Shares, which constitute 100% of
      the
      presently issued and outstanding APOLLO Shares;

    


    C. SICLONE
      is a reporting company whose common stock is quoted on the OTC Bulletin Board
      under the symbol SICL.  The
      respective Boards of Directors of SICLONE, APOLLO and the ACQUIRER deem it
      advisable and in the best interests of SICLONE, APOLLO and the ACQUIRER that
      APOLLO merge with and into the ACQUIRER (the “Merger”) pursuant to this
      Agreement and the Certificate of Merger, and the applicable provisions of the
      laws of the State of Delaware; and

    


    E. It
      is
      intended that the Merger shall qualify for United States federal income tax
      purposes as a reorganization within the meaning of Section 368 of the Internal
      Revenue Code of 1986, as amended.

    


    NOW
      THEREFORE THIS AGREEMENT WITNESSETH THAT
      in
      consideration of the premises and the mutual covenants, agreements,
      representations and warranties contained herein, and other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties hereto hereby agree as follows:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      1

    DEFINITIONS
      AND INTERPRETATION

    


    Definitions

    


    
      1.1In
        this
        Agreement the following terms will have the following
        meanings:

    

    


    
      	
            	(a)	
              “Acquisition
                Shares”
                means the 20,933,490 SICLONE Common Shares and to be issued to the
                shareholders of APOLLO at Closing pursuant to the terms of the
                Merger;

            


    

    


    
      	
            	(b)	
              “Agreement”
                means this agreement and plan of merger among SICLONE, the ACQUIRER,
                APOLLO, and the APOLLO
                Shareholders;

            


    

    


    
      	
            	(c)	
              “SICLONE
                Accounts Payable and Liabilities”
                means all accounts payable and liabilities of SICLONE, on a consolidated
                basis, due and owing or otherwise constituting a binding obligation
                of
                SICLONE and its subsidiaries as of March 31, 2008 as set forth in
                SICLONE’s Form 10-Q as filed with the Securities and Exchange Commission
                on May 20, 2008, a copy of which is attached hereto as Schedule
                “A”;

            


    

    


    
      	
            	(d)	
              “SICLONE
                Accounts Receivable”
                means all accounts receivable and other debts owing to SICLONE, on
                a
                consolidated basis, as of March 31, 2008 as set forth in SICLONE’s Form
                10-Q as filed with the Securities and Exchange Commission on March
                31,
                2008, a copy of which is attached hereto as Schedule
                “A”;

            


    

    


    
      	
            	(e)	
              “SICLONE
                Assets”
                means the undertaking and all the property and assets of the SICLONE
                Business of every kind and description wheresoever situated including,
                without limitation, SICLONE Equipment, SICLONE Inventory, SICLONE
                Material
                Contracts, SICLONE Accounts Receivable, SICLONE Cash, SICLONE Intangible
                Assets and SICLONE Goodwill, and all credit cards, charge cards and
                banking cards issued to SICLONE;

            


    

    


    
      	
            	(f)	
              “SICLONE
                Bank Accounts”
                means all of the bank accounts, lock boxes and safety deposit boxes
                of
                SICLONE and its subsidiaries or relating to the SICLONE Business
                as set
                forth in SICLONE’s Form 10-Q as filed with the Securities and Exchange
                Commission on March 31, 2008, a copy of which is attached hereto
                as
                Schedule “A” ;

            


    

    


    
      	
            	(g)	
              “SICLONE
                Business”
                means all aspects of any business conducted by SICLONE and its
                subsidiaries;

            


    

    


    
      	
            	(h)	
              “SICLONE
                Cash”
                means all cash on hand or on deposit to the credit of SICLONE and
                its
                subsidiaries on the Closing Date;

            


    

    


    
      	
            	(i)	
              “SICLONE
                Common Shares”
                means the shares of common stock in the capital of
                SICLONE;

            


    

    


    
      	
            	(j)	
              “SICLONE
                Debt to Related Parties”
                means the sum of $23,000 which was owed by SICLONE to certain related
                parties. Pursuant to the terms of the Settlement Agreement dated
                June __,
                2008, a copy of which is attached hereto as Schedule “B”, by and between
                SICLONE and such related parties, SICLONE has received a release
                from such
                debt;

            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
            	(k)	
              “SICLONE
                Equipment”
                means all machinery, equipment, furniture, and furnishings used in
                the
                SICLONE Business, including, without limitation, the items more
                particularly described in SICLONE’s Form 10-Q as filed with the Securities
                and Exchange Commission on May 20, 2008, a copy of which is attached
                hereto as Schedule “A”;

            


    

    


    
      	
            	(l)	
              “SICLONE
                Financial Statements”
                means, collectively, the unaudited financial statements of SICLONE
                for the
                three months ended March 31, 2008, as contained in SICLONE’s Form 10-Q as
                filed with the Securities and Exchange Commission on May 20, 2008,
                a copy
                of which is attached as Schedule “A”
hereto;

            


    

    


    
      	
            	(m)	
              “SICLONE
                Goodwill”
                means the goodwill of the SICLONE Business including the right to
                all
                corporate, operating and trade names associated with the SICLONE
                Business,
                or any variations of such names as part of or in connection with
                the
                SICLONE Business, all books and records and other information relating
                to
                the SICLONE Business, all necessary licenses and authorizations and
                any
                other rights used in connection with the SICLONE
                Business;

            


    

    


    
      	
            	(n)	
              “SICLONE
                Insurance Policies”
                means the public liability insurance and insurance against loss or
                damage
                to the SICLONE Assets and the SICLONE Business as described in SICLONE’s
                Form 10-Q as filed with the Securities and Exchange Commission on
                May 20,
                2008, a copy of which is attached hereto as Schedule
                “A”;

            


    

    


    
      	
            	(o)	
              “SICLONE
                Intangible Assets”
                means all of the intangible assets of SICLONE and its subsidiaries,
                including, without limitation, SICLONE Goodwill, all trademarks,
                logos,
                copyrights, designs, and other intellectual and industrial property
                of
                SICLONE and its subsidiaries;

            


    

    


    
      	
            	(p)	
              “SICLONE
                Inventory”
                means all inventory and supplies of the SICLONE Business as of March
                31,
                2008, as set forth in as contained in SICLONE’s Form 10-Q as filed with
                the Securities and Exchange Commission on May 20, 2008, a copy of
                which is
                attached hereto as Schedule “A”;

            


    

    


    
      	
            	(q)	
              “SICLONE
                Material Contracts”
                means the burden and benefit of and the right, title and interest
                of
                SICLONE and its subsidiaries in, to and under all trade and non-trade
                contracts, engagements or commitments, whether written or oral, to
                which
                SICLONE or its subsidiaries are entitled whereunder SICLONE or its
                subsidiaries are obligated to pay or entitled to receive the sum
                of
                $10,000 or more including, without limitation, any pension plans,
                profit
                sharing plans, bonus plans, loan agreements, security agreements,
                indemnities and guarantees, any agreements with employees, lessees,
                licensees, managers, accountants, suppliers, agents, distributors,
                officers, directors, attorneys or others which cannot be terminated
                without liability on not more than one month’s notice, and those contracts
                described in as contained in SICLONE’s Form 10-Q as filed with the
                Securities and Exchange Commission on May 20, 2008, a copy of which
                is
                attached hereto as Schedule “A”;

            


    

    


    
      	
            	(r)	
              Reserved.

            


    

    


    
      	 	
              (s)

            	
              “Closing”
                means the completion, on the Closing Date, of the transactions
                contemplated hereby in accordance with Article 9
                hereof;

            


    

    


    
      	 	
              (t)

            	
              “Closing
                Date”
                means the day on which all conditions precedent to the completion
                of the
                transaction as contemplated hereby have been satisfied or
                waived;

            


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
            	(u)	
              “Effective
                Time”
                means the date of the filing of an appropriate Certificate of Merger
                in
                the form required by the State of Delaware, which certificate shall
                provide that the Merger shall become effective upon such
                filing;

            


    

    


    
      	
            	(v)	
              “Merger”
                means the merger, at the Effective Time, of APOLLO and the ACQUIRER
                pursuant to this Agreement and Plan of
                Merger;

            


    

    


    
      	
            	(w)	
              “Merger
                Consideration”
                means the Acquisition Shares; 

            


    

    


    
      	
            	(x)	
              “Place
                of Closing”
                means the offices of Sichenzia Ross Friedman Ference LLP, or such
                other
                place as SICLONE and APOLLO may mutually agree
                upon;

            


    

    


    
      	
            	(y)	
              “State
                Corporation Law”
                means the General Corporation Law of the State of Delaware;
                

            


    

    


    
      	 	
              (z)

            	
              “Surviving
                Company”
                means the ACQUIRER following the merger with
                APOLLO;

            


    

    


    
      	 	
              (aa)

            	
              “APOLLO
                Accounts Payable and Liabilities”
                means all accounts payable and liabilities of APOLLO, due and owing
                or
                otherwise constituting a binding obligation of APOLLO (other than
                a APOLLO
                Material Contract) as of January 31, 2008 as set forth in the audited
                financial statements of APOLLO, a copy of which is attached hereto
                as
                Schedule “C”;

            


    

    


    
      	 	
              (bb)

            	
              “APOLLO
                Accounts Receivable”
                means all accounts receivable and other debts owing to APOLLO, as
                of
                January 31, 2008 as set forth in the audited financial statements
                of
                APOLLO, a copy of which is attached hereto as Schedule
                “C”;

            


    

    


    
      	
            	(cc)	
              “APOLLO
                Assets“
                means the undertaking and all the property and assets of the APOLLO
                Business of every kind and description wheresoever situated including,
                without limitation, APOLLO Equipment, APOLLO Inventory, APOLLO Material
                Contracts, APOLLO Accounts Receivable, APOLLO Cash, APOLLO Intangible
                Assets and APOLLO Goodwill, and all credit cards, charge cards and
                banking
                cards issued to APOLLO;

            


    

    


    
      	
            	(dd)	
              “APOLLO
                Bank Accounts”
                means all of the bank accounts, lock boxes and safety deposit boxes
                of
                APOLLO or relating to the APOLLO Business as set forth in the financial
                statements of APOLLO, a copy of which is attached hereto as Schedule
“C”;
                

            


    

    


    
      	
            	(ee)	
              “APOLLO
                Business”
                means all aspects of the business conducted by
                APOLLO;

            


    

    


    
      	
            	(ff)	
              “APOLLO
                Cash”
                means all cash on hand or on deposit to the credit of APOLLO on the
                Closing Date;

            


    

    


    
      	 	
              (gg)

            	
              “APOLLO
                Debt to Related Parties”
                means the debts owed by APOLLO and its subsidiaries to the APOLLO
                Shareholders or to any family member thereof, or to any affiliate,
                director or officer of APOLLO or the APOLLO Shareholders as set forth
                in
                the audited financial statements of APOLLO, a copy of which is attached
                hereto as Schedule “C”;

            


    

    


    
      	 	
              (hh)

            	
              “APOLLO
                Equipment”
                means all machinery, equipment, furniture, and furnishings used in
                the
                APOLLO Business, including, without limitation, the items more
                particularly described in the audited financial statements of APOLLO,
                a
                copy of which is attached hereto as Schedule
                “C”;

            


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
            	(ii)	
              “APOLLO
                Financial Statements”
                means collectively, the audited financial statements of APOLLO for
                the
                year ended January 31, 2008 together with the unqualified auditors’
                reports thereon, true copies of which are attached as Schedule “C”
                hereto.

            


    

     

    
      	
            	(jj)	
              “APOLLO
                Goodwill”
                means the goodwill of the APOLLO Business together with the exclusive
                right of SICLONE to represent itself as carrying on the APOLLO Business
                in
                succession of APOLLO subject to the terms hereof, and the right to
                use any
                words indicating that the APOLLO Business is so carried on including
                the
                right to use the name “APOLLO” or “Sunovia Energy Technologies” or any
                variation thereof as part of the name of or in connection with the
                APOLLO
                Business or any part thereof carried on or to be carried on by APOLLO,
                the
                right to all corporate, operating and trade names associated with
                the
                APOLLO Business, or any variations of such names as part of or in
                connection with the APOLLO Business, all telephone listings and telephone
                advertising contracts, all lists of customers, books and records
                and other
                information relating to the APOLLO Business, all necessary licenses
                and
                authorizations and any other rights used in connection with the APOLLO
                Business;

            


    

    


    
      	 	
              (kk)

            	
              “APOLLO
                Insurance Policies”
                means the public liability insurance and insurance against loss or
                damage
                to APOLLO Assets and the APOLLO Business as set forth in the audited
                financial statements of APOLLO, a copy of which is attached hereto
                as
                Schedule “C”;

            


    

    


    
      	
            	(ll)	
              “APOLLO
                Intangible Assets”
                means all of the intangible assets of APOLLO, including, without
                limitation, APOLLO Goodwill, all trademarks, logos, copyrights, designs,
                and other intellectual and industrial property of APOLLO and its
                subsidiaries;

            


    

    


    
      	
            	(mm)	
              “APOLLO
                Inventory”
                means all inventory and supplies of the APOLLO Business as of January
                31,
                2008 as set forth in the audited financial statements of APOLLO,
                a copy of
                which is attached hereto as Schedule
“C”;

            


    

    


    
      	 	
              (nn)

            	
              “APOLLO
                Material Contracts”
                means the burden and benefit of and the right, title and interest
                of
                APOLLO in, to and under all trade and non-trade contracts, engagements
                or
                commitments, whether written or oral, to which APOLLO is entitled
                in
                connection with the APOLLO Business whereunder APOLLO is obligated
                to pay
                or entitled to receive the sum of $100,000 or more including, without
                limitation, any pension plans, profit sharing plans, bonus plans,
                loan
                agreements, security agreements, indemnities and guarantees, any
                agreements with employees, lessees, licensees, managers, accountants,
                suppliers, agents, distributors, officers, directors, attorneys or
                others
                which cannot be terminated without liability on not more than one
                month’s
                notice, and those contracts as set forth in the audited financial
                statements of APOLLO, a copy of which is attached hereto as Schedule
                “C”;

            


    

    


    
      	 	
              (oo)

            	
              “APOLLO
                Shares”
                means all of the issued and outstanding shares of APOLLO’s equity
                stock.

            


    

     

    Any
      other
      terms defined within the text of this Agreement will have the meanings so
      ascribed to them.

    


    Captions
      and Section Numbers

    


    1.2 The
      headings and section references in this Agreement are for convenience of
      reference only and do not form a part of this Agreement and are not intended
      to
      interpret, define or limit the scope, extent or intent of this Agreement or
      any
      provision thereof.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Section
      References and Schedules

    


    1.3 Any
      reference to a particular “Article”, “section”, “paragraph”, “clause” or other
      subdivision is to the particular Article, section, clause or other subdivision
      of this Agreement and any reference to a Schedule by letter will mean the
      appropriate Schedule attached to this Agreement and by such reference the
      appropriate Schedule is incorporated into and made part of this Agreement.
      The
      Schedules to this Agreement are as follows:

    


    Information
      concerning SICLONE

    


    
      	 	
              Schedule
                “A”

            	
              SICLONE
                Form 10-Q as filed with the Securities and Exchange Commission on
                May 20,
                2008

            


    

    
      	
            	Schedule
              “B”	
              Settlement
                Agreement by and between SICLONE and certain  related
                parties

            


    

    


    Information
      concerning APOLLO

    


    
      	
            	Schedule
              “C”	
              Audited
                Financial Statements of APOLLO as of January 31, 2008
                

            


    

     

    Severability
      of Clauses

    


    1.4 If
      any
      part of this Agreement is declared or held to be invalid for any reason, such
      invalidity will not affect the validity of the remainder which will continue
      in
      full force and effect and be construed as if this Agreement had been executed
      without the invalid portion, and it is hereby declared the intention of the
      parties that this Agreement would have been executed without reference to any
      portion which may, for any reason, be hereafter declared or held to be
      invalid.

    


    ARTICLE
      2

    THE
      MERGER

    


    The
      Merger

    


    2.1 At
      Closing, APOLLO shall be merged with and into the ACQUIRER pursuant to this
      Agreement and Plan of Merger and the separate corporate existence of APOLLO
      shall cease and the ACQUIRER, as it exists from and after the Closing, shall
      be
      the Surviving Company.

    


    Effect
      of the Merger

    


    2.2 The
      Merger shall have the effect provided therefor by the State Corporation Law.
      Without limiting the generality of the foregoing, and subject thereto, at
      Closing (i) all the rights, privileges, immunities, powers and franchises,
      of a
      public as well as of a private nature, and all property, real, personal and
      mixed, and all debts due on whatever account, including without limitation
      subscriptions to shares, and all other causes in action, and all and every
      other
      interest of or belonging to or due to APOLLO or the ACQUIRER, as a group,
      subject to the terms hereof, shall be taken and deemed to be transferred to,
      and
      vested in, the Surviving Company without further act or deed; and all property,
      rights and privileges, immunities, powers and franchises and all and every
      other
      interest shall be thereafter as effectually the property of the Surviving
      Company, as they were of APOLLO and the ACQUIRER, as a group, and (ii) all
      debts, liabilities, duties and obligations of APOLLO and the ACQUIRER, as a
      group, subject to the terms hereof, shall become the debts, liabilities and
      duties of the Surviving Company and the Surviving Company shall thenceforth
      be
      responsible and liable for all debts, liabilities, duties and obligations of
      APOLLO and the ACQUIRER, as a group, and neither the rights of creditors nor
      any
      liens upon the property of APOLLO or the ACQUIRER, as a group, shall be impaired
      by the Merger, and may be enforced against the Surviving Company.



    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    Certificate
      of Incorporation; Bylaws; Directors and Officers

    


    2.3 The
      Certificate of Incorporation of the Surviving Company from and after the Closing
      shall be the Certificate of Incorporation of the ACQUIRER until thereafter
      amended in accordance with the provisions therein and as provided by the
      applicable provisions of the State Corporation Law. The Bylaws of the Surviving
      Company from and after the Closing shall be the Bylaws of APOLLO as in effect
      immediately prior to the Closing, continuing until thereafter amended in
      accordance with their terms, the Certificate of Incorporation of the Surviving
      Company and as provided by the State Corporation Law. The Directors of the
      ACQUIRER at the Effective Time shall continue to be the Directors of
      APOLLO.

    


    Conversion
      of Securities

    


    2.4 At
      the
      Effective Time, by virtue of the Merger and without any action on the part
      of
      the ACQUIRER, APOLLO or the APOLLO Shareholders or any other shareholder of
      APOLLO, the shares of capital stock of each of APOLLO and the ACQUIRER shall
      be
      converted as follows:

    


    
      	 	
              (a)

            	
              Capital
                Stock of the ACQUIRER.
                Each issued and outstanding share of the ACQUIRER’s capital stock shall
                continue to be issued and outstanding and shall be converted into
                one
                share of validly issued, fully paid, and non-assessable common stock
                of
                the Surviving Company. Each stock certificate of the ACQUIRER evidencing
                ownership of any such shares shall continue to evidence ownership
                of such
                shares of capital stock of the Surviving
                Company.

            


    

    


    
      	
            	(b)	
              Conversion
                of APOLLO Shares.
                Each APOLLO Share that is issued and outstanding at the Effective
                Time
                shall automatically be cancelled and extinguished and converted,
                without
                any action on the part of the holder thereof, into the right to receive
                at
                the time and in the amounts described in this Agreement an amount
                of
                SICLONE Common Shares equal to 20,933,490 divided by the number of
                APOLLO
                Shares outstanding immediately prior to Closing. All such APOLLO
                Shares,
                when so converted, shall no longer be outstanding and shall automatically
                be cancelled and retired and shall cease to exist, and each holder
                of a
                certificate representing any such shares shall cease to have any
                rights
                with respect thereto, except the right to receive the Acquisition
                Shares
                paid in consideration therefor upon the surrender of such certificate
                in
                accordance with this Agreement.

            


    

    


    Adherence
      with Applicable Securities Laws

    


    2.5 The
      APOLLO Shareholders agrees that they are acquiring a pro rata amount of the
      Acquisition Shares for investment purposes and will not offer, sell or otherwise
      transfer, pledge or hypothecate any of the Acquisition Shares issued to them
      (other than pursuant to an effective Registration Statement under the
Securities
      Act of 1933,
      as
      amended) directly or indirectly unless:

    


    
      	 	
              (a)

            	
              the
                sale is to SICLONE;

            


    

    


    
      	 	
              (b)

            	
              the
                sale is made pursuant to the exemption from registration under the
                Securities
                Act of 1933,as amended,
                provided by Rule 144 thereunder; or

            


    

    


    
      	 	
              (c)

            	
              the
                Acquisition Shares are sold in a transaction that does not require
                registration under the Securities
                Act of 1933, as amended,
                or
                any applicable United States state laws and regulations governing
                the
                offer and sale of securities, and the vendor has furnished to SICLONE
                an
                opinion of counsel to that effect or such other written opinion as
                may be
                reasonably required by SICLONE.

            


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    The
      APOLLO Shareholders acknowledge that the certificates representing the
      Acquisition Shares shall bear the following legend:

    


    NO
      SALE,
      OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL
      BE MADE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF
      1933, AS AMENDED, IN RESPECT OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION
      FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO
      SAID SHARES.

    


    


    ARTICLE
      3

    REPRESENTATIONS
      AND WARRANTIES

    OF
      SICLONE

    


    Representations
      and Warranties

    


    3.1 SICLONE
      represents and warrants in all material respects to APOLLO, with the intent
      that
      APOLLO will rely thereon in entering into this Agreement and in approving and
      completing the transactions contemplated hereby, that:

    


    SICLONE
      - Corporate Status and Capacity

    


    
      	
            	(a)	
              Incorporation.
                SICLONE is a corporation duly incorporated and validly subsisting
                under
                the laws of the State of Delaware, and is in good standing with the
                office
                of the Secretary of State for the State of
                Delaware;

            


    

    


    
      	
            	(b)	
              Carrying
                on Business.
                SICLONE has not had active business operations since its inception.
                The
                nature of the SICLONE Business does not require SICLONE to register
                or
                otherwise be qualified to carry on business in any other
                jurisdictions;

            


    

    


    
      	
            	(c)	
              Corporate
                Capacity.
                SICLONE has the corporate power, capacity and authority to own the
                SICLONE
                Assets and to enter into and complete this
                Agreement;

            


    

    


    
      	
            	(d)	
              Reporting
                Status; Listing.
                SICLONE is required to file current reports with the Securities and
                Exchange Commission pursuant to section 12(g) of the Securities Exchange
                Act of 1934, the SICLONE Common Shares are quoted on the OTC Bulletin
                Board, and all reports required to be filed by SICLONE with the Securities
                and Exchange Commission or NASD have been timely filed except for
                SICLONE’S Form 10-KSB for the year ended December 31, 2007;
                

            


    

    


    ACQUIRER
      - Corporate Status and Capacity

    


    
      	
            	(e)	
              Incorporation.
                The ACQUIRER is a corporation duly incorporated and validly subsisting
                under the laws of the State of Delaware, and is in good standing
                with the
                office of the Secretary of State for the State of
                Delaware;

            


    

    


    
      	
            	(f)	
              Carrying
                on Business.
                Other than corporate formation and organization, the ACQUIRER has
                not
                carried on business activities to
                date.

            


    

    


    
      	
            	(g)	
              Corporate
                Capacity.
                The ACQUIRER has the corporate power, capacity and authority to enter
                into
                and complete this Agreement;

            


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    SICLONE
      - Capitalization

    


    
      	
            	(h)	
              Authorized
                Capital.
                The authorized capital of SICLONE consists of 100,000,000 SICLONE
                Common
                Shares, $0.001 par value, of which 4,606,930 SICLONE Common Shares
                will be
                issued and outstanding at Closing and 5,000,000 shares of Preferred
                Stock
                of which 0 shares will be issued and outstanding at
                Closing;

            


    

    


    
      	
            	(i)	
              No
                Option.
                No person, firm or corporation has any agreement or option or any
                right
                capable of becoming an agreement or option for the acquisition of
                SICLONE
                Common Shares or for the purchase, subscription or issuance of any
                of the
                unissued shares in the capital of
                SICLONE;

            


    

    


    
      	
            	(j)	
              Capacity.
                SICLONE has the full right, power and authority to enter into this
                Agreement on the terms and conditions contained herein;
                

            


    

    


    ACQUIRER
      Capitalization

    


    
      	
            	(k)	
              Authorized
                Capital.
                The authorized capital of the ACQUIRER consists of 200 shares of
                common
                stock, $0.0001 par value, of which one share of common stock is presently
                issued and outstanding;

            


    

    


    
      	
            	(l)	
              No
                Option.
                No person, firm or corporation has any agreement or option or any
                right
                capable of becoming an agreement or option for the acquisition of
                any
                common or preferred shares in ACQUIRER or for the purchase, subscription
                or issuance of any of the unissued shares in the capital of
                ACQUIRER;

            


    

    


    
      	
            	(m)	
              Capacity.
                The ACQUIRER has the full right, power and authority to enter into
                this
                Agreement on the terms and conditions contained
                herein;

            


    

    


    SICLONE
      - Records and Financial Statements

    


    
      	 	
              (n)

            	
              Charter
                Documents.
                The charter documents of SICLONE and the ACQUIRER have not been altered
                since the incorporation of each, respectively, except as filed in
                the
                record books of SICLONE or the ACQUIRER, as the case may
                be;

            


    

    


    
      	 	
              (o)

            	
              Corporate
                Minute Books.
                The corporate minute books of SICLONE and its subsidiaries are complete
                and each of the minutes contained therein accurately reflect the
                actions
                that were taken at a duly called and held meeting or by consent without
                a
                meeting. All actions by SICLONE and its subsidiaries which required
                director or shareholder approval are reflected on the corporate minute
                books of SICLONE and its subsidiaries. SICLONE and its subsidiaries
                are
                not in violation or breach of, or in default with respect to, any
                term of
                their respective Certificates of Incorporation (or other charter
                documents) or by-laws.

            


    

    


    
      	 	
              (p)

            	
              SICLONE
                Financial Statements.
                The SICLONE Financial Statements present fairly, in all material
                respects,
                the assets and liabilities (whether accrued, absolute, contingent
                or
                otherwise) of SICLONE, on a consolidated basis, as of the respective
                dates
                thereof, and the sales and earnings of the SICLONE Business during
                the
                periods covered thereby, in all material respects and have been prepared
                in substantial accordance with generally accepted accounting principles
                consistently applied;

            


    

    


    
      	 	
              (q)

            	
              SICLONE
                Accounts Payable and Liabilities.
                There are no material liabilities, contingent or otherwise, of SICLONE
                or
                its subsidiaries which are not disclosed in Schedule “A” hereto or
                reflected in the SICLONE Financial Statements except those incurred
                in the
                ordinary course of business since the date of the said schedule and
                the
                SICLONE Financial Statements, and neither SICLONE nor its subsidiaries
                have guaranteed or agreed to guarantee any debt, liability or other
                obligation of any person, firm or corporation. Without limiting the
                generality of the foregoing, all accounts payable and liabilities
                of
                SICLONE and its subsidiaries as of March 31, 2008 are described in
                Schedule “A” hereto;

            


    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (r)

            	
              SICLONE
                Accounts Receivable.
                All the SICLONE Accounts Receivable result from bona fide business
                transactions and services actually rendered without, to the knowledge
                and
                belief of SICLONE, any claim by the obligor for set-off or
                counterclaim;

            


    

    


    
      	 	
              (s)

            	
              SICLONE
                Bank Accounts.
                All of the SICLONE Bank Accounts, their location, numbers and the
                authorized signatories thereto are as set forth in Schedule “A”
                hereto;

            


    

    


    
      	 	
              (t)

            	
              No
                Debt to Related Parties.
                Neither SICLONE nor its subsidiaries are, and on Closing will not
                be,
                materially indebted to any affiliate, director or officer of SICLONE
                except accounts payable on account of bona fide business transactions
                of
                SICLONE incurred in normal course of the SICLONE Business, including
                employment agreements, none of which are more than 30 days in
                arrears;

            


    

    


    
      	 	
              (u)

            	
              No
                Related Party Debt to SICLONE.
                No director or officer or affiliate of SICLONE is now indebted to
                or under
                any financial obligation to SICLONE or its subsidiaries on any account
                whatsoever;

            


    

    


    
      	 	
              (v)

            	
              No
                Dividends.
                No dividends or other distributions on any shares in the capital
                of
                SICLONE have been made, declared or authorized since the date of
                SICLONE
                Financial Statements;

            


    

    


    
      	 	
              (w)

            	
              No
                Payments.
                No payments of any kind have been made or authorized since the date
                of the
                SICLONE Financial Statements to or on behalf of officers, directors,
                shareholders or employees of SICLONE or its subsidiaries or under
                any
                management agreements with SICLONE or its subsidiaries, except payments
                made in the ordinary course of business and at the regular rates
                of salary
                or other remuneration payable to
                them;

            


    

    


    
      	 	
              (x)

            	
              No
                Pension Plans.
                There are no pension, profit sharing, group insurance or similar
                plans or
                other deferred compensation plans affecting SICLONE or its
                subsidiaries;

            


    

    


    
      	 	
              (y)

            	
              No
                Adverse Events.
                Since the date of the SICLONE Financial
                Statements

            


    

    


    
      	 	
              (i)

            	
              there
                has not been any material adverse change in the financial position
                or
                condition of SICLONE, its subsidiaries, its liabilities or the SICLONE
                Assets or any damage, loss or other change in circumstances materially
                affecting SICLONE, the SICLONE Business or the SICLONE Assets or
                SICLONE’
                right to carry on the SICLONE Business, other than changes in the
                ordinary
                course of business,

            


    

    


    
      	 	
              (ii)

            	
              there
                has not been any damage, destruction, loss or other event (whether
                or not
                covered by insurance) materially and adversely affecting SICLONE,
                its
                subsidiaries, the SICLONE Business or the SICLONE
                Assets,

            


    

    


    
      	 	
              (iii)

            	
              there
                has not been any material increase in the compensation payable or
                to
                become payable by SICLONE to any of SICLONE’ officers, employees or agents
                or any bonus, payment or arrangement made to or with any of
                them,

            


    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iv)

            	
              the
                SICLONE Business has been and continues to be carried on in the ordinary
                course,

            


    

    


    
      	 	
              (v)

            	
              SICLONE
                has not waived or surrendered any right of material
                value,

            


    

    


    
      	 	
              (vi)

            	
              Neither
                SICLONE nor its subsidiaries have discharged or satisfied or paid
                any lien
                or encumbrance or obligation or liability other than current liabilities
                in the ordinary course of business,
                and

            


    

    


    
      	 	
              (vii)

            	
              No
                capital expenditures in excess of $10,000 individually or $30,000
                in total
                have been authorized or made.

            


    

    


    SICLONE
      - Income Tax Matters

    


    
      	
            	(z)	
              Tax
                Returns.
                Except as provided on Schedule 3.1(z), all tax returns and reports
                of
                SICLONE and its subsidiaries required by law to be filed have been
                filed
                and are true, complete and correct, and any taxes payable in accordance
                with any return filed by SICLONE and its subsidiaries or in accordance
                with any notice of assessment or reassessment issued by any taxing
                authority have been so paid;

            


    

    


    
      	
            	(aa)	
              Current
                Taxes.
                Adequate provisions have been made for taxes payable for the current
                period for which tax returns are not yet required to be filed and
                there
                are no agreements, waivers, or other arrangements providing for an
                extension of time with respect to the filing of any tax return by,
                or
                payment of, any tax, governmental charge or deficiency by SICLONE
                or its
                subsidiaries. SICLONE is not aware of any contingent tax liabilities
                or
                any grounds which would prompt a reassessment including aggressive
                treatment of income and expenses in filing earlier tax
                returns;

            


    

    


    SICLONE
      - Applicable Laws and Legal Matters

    


    
      	
            	(bb)	
              Licenses.
                SICLONE and its subsidiaries hold all licenses and permits as may
                be
                requisite for carrying on the SICLONE Business in the manner in which
                it
                has heretofore been carried on, which licenses and permits have been
                maintained and continue to be in good standing except where the failure
                to
                obtain or maintain such licenses or permits would not have a material
                adverse effect on the SICLONE
                Business;

            


    

    


    
      	 	
              (cc)

            	
              Applicable
                Laws.
                Neither SICLONE nor its subsidiaries have been charged with or received
                notice of breach of any laws, ordinances, statutes, regulations,
                by-laws,
                orders or decrees to which they are subject or which apply to them
                the
                violation of which would have a material adverse effect on the SICLONE
                Business, and to SICLONE’ knowledge, neither SICLONE nor its subsidiaries
                are in breach of any laws, ordinances, statutes, regulations, bylaws,
                orders or decrees the contravention of which would result in a material
                adverse impact on the SICLONE
                Business;

            


    

    


    
      	 	
              (dd)

            	
              Pending
                or Threatened Litigation.
                There is no material litigation or administrative or governmental
                proceeding pending or threatened against or relating to SICLONE,
                its
                subsidiaries, the SICLONE Business, or any of the SICLONE Assets
                nor does
                SICLONE have any knowledge of any deliberate act or omission of SICLONE
                or
                its subsidiaries that would form any material basis for any such
                action or
                proceeding;

            


    

    


    
      	 	
              (ee)

            	
              No
                Bankruptcy.
                Neither SICLONE nor its subsidiaries have made any voluntary assignment
                or
                proposal under applicable laws relating to insolvency and bankruptcy
                and
                no bankruptcy petition has been filed or presented against SICLONE
                or its
                subsidiaries and no order has been made or a resolution passed for
                the
                winding-up, dissolution or liquidation of SICLONE or its subsidiaries;
                

            


    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ff)

            	
              Labor
                Matters.
                Neither SICLONE nor its subsidiaries are party to any collective
                agreement
                relating to the SICLONE Business with any labor union or other association
                of employees and no part of the SICLONE Business has been certified
                as a
                unit appropriate for collective bargaining or, to the knowledge of
                SICLONE, has made any attempt in that
                regard;

            


    

    


    
      	 	
              (gg)

            	
              Finder’s
                Fees.
                Neither SICLONE nor its subsidiaries are party to any agreement which
                provides for the payment of finder’s fees, brokerage fees, commissions or
                other fees or amounts which are or may become payable to any third
                party
                in connection with the execution and delivery of this Agreement and
                the
                transactions contemplated herein;

            


    

    


    Execution
      and Performance of Agreement

    


    
      	
            	(hh)	
              Authorization
                and Enforceability.
                The execution and delivery of this Agreement, and the completion
                of the
                transactions contemplated hereby, have been duly and validly authorized
                by
                all necessary corporate action on the part of SICLONE and the
                ACQUIRER;

            


    

    


    
      	
            	(ii)	
              No
                Violation or Breach.
                The execution and performance of this Agreement will
                not:

            


    

    


    
      	 	
              (i)

            	
              violate
                the charter documents of SICLONE or the ACQUIRER or result in any
                breach
                of, or default under, any loan agreement, mortgage, deed of trust,
                or any
                other agreement to which SICLONE or its subsidiaries are
                party,

            


    

    


    
      	 	
              (ii)

            	
              give
                any person any right to terminate or cancel any agreement including,
                without limitation, the SICLONE Material Contracts, or any right
                or rights
                enjoyed by SICLONE or its
                subsidiaries,

            


    

    


    
      	 	
              (iii)

            	
              result
                in any alteration of SICLONE’ or its subsidiaries’ obligations under any
                agreement to which SICLONE or its subsidiaries are party including,
                without limitation, the SICLONE Material
                Contracts,

            


    

    


    
      	 	
              (iv)

            	
              result
                in the creation or imposition of any lien, encumbrance or restriction
                of
                any nature whatsoever in favor of a third party upon or against the
                SICLONE Assets,

            


    

    


    
      	 	
              (v)

            	
              result
                in the imposition of any tax liability to SICLONE or its subsidiaries
                relating to the SICLONE Assets, or

            


    

    


    
      	 	
              (vi)

            	
              violate
                any court order or decree to which either SICLONE or its subsidiaries
                are
                subject;

            


    

    


    The
      SICLONE Assets - Ownership and Condition

    


    
      	
            	(jj)	
              Business
                Assets.
                The SICLONE Assets comprise all of the property and assets of the
                SICLONE
                Business, and no other person, firm or corporation owns any assets
                used by
                SICLONE or its subsidiaries in operating the SICLONE Business, whether
                under a lease, rental agreement or other arrangement, other than
                as
                disclosed in Schedules “A”
hereto;

            


    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (kk)

            	
              Title.
                SICLONE or its subsidiaries are the legal and beneficial owner of
                the
                SICLONE Assets, free and clear of all mortgages, liens, charges,
                pledges,
                security interests, encumbrances or other claims whatsoever, save
                and
                except as disclosed in Schedules “A”
hereto;

            


    

    


    
      	
            	(ll)	
              No
                Option.
                No person, firm or corporation has any agreement or option or a right
                capable of becoming an agreement for the purchase of any of the SICLONE
                Assets;

            


    

    


    
      	 	
              (mm)

            	
              SICLONE
                Insurance Policies.
                SICLONE and its subsidiaries maintain the public liability insurance
                and
                insurance against loss or damage to the SICLONE Assets and the SICLONE
                Business as described in Schedule “A”
hereto;

            


    

    


    
      	
            	(nn)	
              SICLONE
                Material Contracts.
                SICLONE does not have any Material
                Contracts;

            


    

    


    
      	
            	(oo)	
              No
                Default.
                There has not been any default in any material obligation of SICLONE
                or
                any other party to be performed under any of the SICLONE Material
                Contracts, each of which is in good standing and in full force and
                effect
                and unamended (except as disclosed in Schedule “I” hereto), and SICLONE is
                not aware of any default in the obligations of any other party to
                any of
                the SICLONE Material Contracts;

            


    

    


    
      	
            	(pp)	
              No
                Compensation on Termination.
                There are no agreements, commitments or understandings relating to
                severance pay or separation allowances on termination of employment
                of any
                employee of SICLONE or its subsidiaries. Neither SICLONE nor its
                subsidiaries are obliged to pay benefits or share profits with any
                employee after termination of employment except as required by
                law;

            


    

    


    SICLONE
      Assets - SICLONE Equipment

    


    
      	 	
              (qq)

            	
              SICLONE
                Equipment.
                The SICLONE Equipment has been maintained in a manner consistent
                with that
                of a reasonably prudent owner and such equipment is in good working
                condition;

            


    

    


    SICLONE
      Assets - SICLONE Goodwill and Other Assets

    


    
      	
            	(rr)	
              SICLONE
                Goodwill.
                  SICLONE and its subsidiaries does not carry on the SICLONE Business
                under
                any other business or trade names. SICLONE does not have any knowledge
                of
                any infringement by SICLONE or its subsidiaries of any patent, trademarks,
                copyright or trade secret;

            


    

    


    The
      SICLONE Business

    


    
      	
            	(ss)	
              Maintenance
                of Business.
                Since the date of the SICLONE Financial Statements, SICLONE and its
                subsidiaries have not entered into any material agreement or commitment
                except in the ordinary course and except as disclosed
                herein;

            


    

    


    
      	
            	(tt)	
              Subsidiaries.
                Except for the ACQUIRER, SICLONE does not own any subsidiaries and
                does
                not otherwise own, directly or indirectly, any shares or interest
                in any
                other corporation, partnership, joint venture or firm;
                and

            


    

    


    SICLONE
      - Acquisition Shares

    


    
      	
            	(uu)	
              Acquisition
                Shares.
                The Acquisition Shares when delivered to the holders of APOLLO Shares
                pursuant to the Merger shall be validly issued and outstanding as
                fully
                paid and non-assessable shares and the Acquisition Shares shall be
                transferable upon the books of SICLONE, in all cases subject to the
                provisions and restrictions of all applicable securities
                laws.

            


    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    Non-Merger
      and Survival

    


    3.2 The
      representations and warranties of SICLONE contained herein will be true at
      and
      as of Closing in all material respects as though such representations and
      warranties were made as of such time. Notwithstanding the completion of the
      transactions contemplated hereby, the waiver of any condition contained herein
      (unless such waiver expressly releases a party from any such representation
      or
      warranty) or any investigation made by APOLLO or the APOLLO Shareholders, the
      representations and warranties of SICLONE shall survive the Closing.


    


    Indemnity

    


    3.3 SICLONE
      agrees to indemnify and save harmless APOLLO and the APOLLO Shareholders from
      and against any and all claims, demands, actions, suits, proceedings,
      assessments, judgments, damages, costs, losses and expenses, including any
      payment made in good faith in settlement of any claim (subject to the right
      of
      SICLONE to defend any such claim), resulting from the breach by it of any
      representation or warranty made under this Agreement or from any
      misrepresentation in or omission from any certificate or other instrument
      furnished or to be furnished by SICLONE to APOLLO or the APOLLO Shareholders
      hereunder.

     

    ARTICLE
      4

    COVENANTS
      OF SICLONE

    


    Covenants

    


    4.1 SICLONE
      covenants and agrees with APOLLO that it will:

    


    
      	 	
              (a)

            	
              Conduct
                of Business.
                Until the Closing, conduct its business diligently and in the ordinary
                course consistent with the manner in which it generally has been
                operated
                up to the date of execution of this Agreement;


            


    

    


    
      	 	
              (b)

            	
              Preservation
                of Business.
                Until the Closing, use its best efforts to preserve the SICLONE Business
                and the SICLONE Assets and, without limitation, preserve for APOLLO
                SICLONE’s and its subsidiaries’ relationships with any third party having
                business relations with them;

            


    

    


    
      	 	
              (c)

            	
              Access.
                Until the Closing, give APOLLO, the APOLLO Shareholders, and their
                representatives full access to all of the properties, books, contracts,
                commitments and records of SICLONE, and furnish to APOLLO, the APOLLO
                Shareholders and their representatives all such information as they
                may
                reasonably request;

            


    

    


    
      	 	
              (d)

            	
              Procure
                Consents.
                Until the Closing, take all reasonable steps required to obtain,
                prior to
                Closing, any and all third party consents required to permit the
                Merger
                and to preserve and maintain the SICLONE Assets notwithstanding the
                change
                in control of APOLLO arising from the Merger;


            


    

    


    
      	 	
              (e)

            	
              Name
                Change.
                Immediately after the execution of this Agreement, take such steps
                are
                required to change the name of SICLONE to “APOLLO Medical Holdings, Inc.”
                or such similar name as may be acceptable to the board of directors
                of
                APOLLO;

            


    

    


    
      	 	
              (f)

            	
              Employment
                / Consulting Agreement.
                On or prior to Closing, take such steps as are required to have Roy
                Fu and
                Jagdish Belgaum and Valente C. Ramos enter into employment agreements
                with SICLONE and Murray Williams enter into a consulting agreement
                with
                SICLONE on identical terms to their current agreements with
                APOLLO.

            


    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (g)

            	
              Cancellation
                of Shares.
                SICLONE’S issued and outstanding common share capital shall be reduced to
                4,606,930 SICLONE common shares by the return to treasury of an aggregate
                of 9,990,000 SICLONE common shares and SICLONE shall have received
                a
                release in form satisfactory to APOLLO from the persons returning
                such
                shares in that regard; 

            


    

    


    
      	 	
              (h)

            	
              Elimination
                of Debt.
                SICLONE shall enter into agreements whereby all debts due and owing
                are
                eliminated on terms acceptable to
                APOLLO

            


    

    


    
      	
            	(i)	
              Filing
                of 14f-1
                Within ten days of the Closing Date, SICLONE shall file with the
                Securities and Exchange Commission a report on Form 14f-1 disclosing
                the
                change in control of SICLONE;

            


    

    


    
      	
            	(j)	
              Resignation
                of Paul Adams; Appointment of Warren Hosseinion. Upon the execution
                of
                this Agreement, Paul Adams shall resign from all positions he holds
                as an
                officer of SICLONE. Upon the execution of this Agreement, Warren
                Hosseinion shall be appointed as Chief Executive Officer and Interim
                Principal Accounting Officer of SICLONE; and


            


    

    


    
      	
            	(k)	
              Change
                of Address.
                Upon the execution of this Agreement, SICLONE shall change it executive
                office address to 1010 N. Central Avenue, Suite 201, Glendale, CA
                91202.

            


    

    


    Authorization

    


    4.2 SICLONE
      hereby agrees to authorize and direct any and all federal, state, municipal,
      foreign and international governments and regulatory authorities having
      jurisdiction respecting SICLONE and its subsidiaries to release any and all
      information in their possession respecting SICLONE and its subsidiaries to
      APOLLO. SICLONE shall promptly execute and deliver to APOLLO any and all
      consents to the release of information and specific authorizations which APOLLO
      reasonably requires to gain access to any and all such information.

    


    Survival

    


    4.3 The
      covenants set forth in this Article shall survive the Closing for the benefit
      of
      APOLLO and the APOLLO Shareholders.

     

    ARTICLE
      5

    REPRESENTATIONS
      AND WARRANTIES OF

    THE
      APOLLO SHAREHOLDERS

    


    Representations
      and Warranties

    


    5.1 The
      APOLLO Shareholders represent and warrants in all material respects to SICLONE,
      with the intent that it will rely thereon in entering into this Agreement and
      in
      approving and completing the transactions contemplated hereby, that:


    


    APOLLO
      - Corporate Status and Capacity

    


    
      	 	
              (a)

            	
              Incorporation.
                APOLLO is a corporation duly incorporated and validly subsisting
                under the
                laws of the State of Delaware, and is in good standing with the office
                of
                the Secretary of State for the State of
                Delaware;

            


    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Carrying
                on Business.
                APOLLO carries on business primarily in the State of California and
                does
                not carry on any material business activity in any other jurisdiction.
                APOLLO has an office in Glendale, Florida and in no other locations.
                The
                nature of the APOLLO Business does not require APOLLO to register
                or
                otherwise be qualified to carry on business in any other
                jurisdiction;

            


    

    


    
      	 	
              (c)

            	
              Corporate
                Capacity.
                APOLLO has the corporate power, capacity and authority to own APOLLO
                Assets, to carry on the Business of APOLLO and to enter into and
                complete
                this Agreement;

            


    

    


    APOLLO
      - Capitalization

    


    
      	 	
              (d)

            	
              Authorized
                Capital.
                The authorized capital of APOLLO consists of 125,000,000 shares of
                common
                stock, $.0001 par value per share and
                up to 25,000,000 shares of preferred stock (“Preferred
                Stock”);

            


    

    


    
      	 	
              (e)

            	
              Ownership
                of APOLLO Shares.
                The issued and outstanding share capital of APOLLO will on Closing
                consist
                of 11,485,977 common shares (being the APOLLO Shares), which shares
                on
                Closing shall be validly issued and outstanding as fully paid and
                non-assessable shares. The APOLLO Shareholders will be at Closing
                the
                registered and beneficial owners of 11,485,977 APOLLO Shares. The
                APOLLO
                Shares owned by the APOLLO Shareholders, as well as all other outstanding
                APOLLO Shares, will on Closing be free and clear of any and all liens,
                charges, pledges, encumbrances, restrictions on transfer and adverse
                claims whatsoever;

            


    

    


    
      	 	
              (f)

            	
              No
                Option.
                No person, firm or corporation has any agreement, option, warrant,
                preemptive right or any other right capable of becoming an agreement
                or
                option for the acquisition of APOLLO Shares held by the APOLLO
                Shareholders or for the purchase, subscription or issuance of any
                of the
                unissued shares in the capital of
                APOLLO;

            


    

    


    
      	 	
              (g)

            	
              No
                Restrictions.
                There are no restrictions on the transfer, sale or other disposition
                of
                APOLLO Shares contained in the charter documents of APOLLO or under
                any
                agreement;

            


    

    


    APOLLO
      - Records and Financial Statements

    


    
      	 	
              (h)

            	
              Charter
                Documents.
                The charter documents of APOLLO have not been altered since its
                incorporation date, except as filed in the record books of
                APOLLO;

            


    

    


    
      	 	
              (i)

            	
              Corporate
                Minute Books.
                The corporate minute books of APOLLO are complete and each of the
                minutes
                contained therein accurately reflect the actions that were taken
                at a duly
                called and held meeting or by consent without a meeting. All actions
                by
                APOLLO which required director or shareholder approval are reflected
                on
                the corporate minute books of APOLLO. APOLLO is not in violation
                or breach
                of, or in default with respect to, any term of its Certificates of
                Incorporation (or other charter documents) or
                by-laws.

            


    

    


    
      	 	
              (j)

            	
              APOLLO
                Financial Statements.
                The APOLLO Financial Statements present fairly, in all material respects,
                the assets and liabilities (whether accrued, absolute, contingent
                or
                otherwise) of APOLLO, on consolidated basis, as of the respective
                dates
                thereof, and the sales and earnings of the APOLLO Business during
                the
                periods covered thereby, in all material respects, and have been
                prepared
                in substantial accordance with generally accepted accounting principles
                consistently applied;

            


    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (k)

            	
              APOLLO
                Accounts Payable and Liabilities.
                There are no material liabilities, contingent or otherwise, of APOLLO
                which are not disclosed in Schedule “K” hereto or reflected in the APOLLO
                Financial Statements except those incurred in the ordinary course
                of
                business since the date of the said schedule and the APOLLO Financial
                Statements, and APOLLO has not guaranteed or agreed to guarantee
                any debt,
                liability or other obligation of any person, firm or corporation.
                Without
                limiting the generality of the foregoing, all accounts payable and
                liabilities of APOLLO as of January 31, 2008 are described in Schedule
“C”
                hereto;

            


    

    


    
      	 	
              (l)

            	
              APOLLO
                Accounts Receivable.
                All APOLLO Accounts Receivable result from bona fide business transactions
                and services actually rendered without, to the knowledge and belief
                of
                APOLLO, any claim by the obligor for set-off or
                counterclaim;

            


    

    


    
      	 	
              (m)

            	
              APOLLO
                Bank Accounts.
                All of the APOLLO Bank Accounts, their location, numbers and the
                authorized signatories thereto are as set forth in Schedule “C”
                hereto;

            


    

    


    
      	 	
              (n)

            	
              No
                Debt to Related Parties.
                Except as disclosed in Schedule “C” hereto, APOLLO is not, and on Closing
                will not be, materially indebted to the APOLLO Shareholders nor to
                any
                family member thereof, nor to any affiliate, director or officer
                of APOLLO
                or the APOLLO Shareholders except accounts payable on account of
                bona fide
                business transactions of APOLLO incurred in normal course of APOLLO
                Business, including employment agreements with the APOLLO Shareholders,
                none of which are more than 30 days in
                arrears;

            


    

    


    
      	 	
              (o)

            	
              No
                Related Party Debt to APOLLO.
                Neither the APOLLO Shareholders nor any director, officer or affiliate
                of
                APOLLO are now indebted to or under any financial obligation to APOLLO
                on
                any account whatsoever, except for advances on account of travel
                and other
                expenses not exceeding $5,000 in
                total;

            


    

    


    
      	 	
              (p)

            	
              No
                Dividends.
                No dividends or other distributions on any shares in the capital
                of APOLLO
                have been made, declared or authorized since the date of the APOLLO
                Financial Statements;

            


    

    


    
      	 	
              (q)

            	
              No
                Payments.
                No payments of any kind have been made or authorized since the date
                of the
                APOLLO Financial Statements to or on behalf of the APOLLO Shareholders
                or
                to or on behalf of officers, directors, shareholders or employees
                of
                APOLLO or under any management agreements with APOLLO, except payments
                made in the ordinary course of business and at the regular rates
                of salary
                or other remuneration payable to
                them;

            


    

    


    
      	 	
              (r)

            	
              No
                Pension Plans.
                There are no pension, profit sharing, group insurance or similar
                plans or
                other deferred compensation plans affecting
                APOLLO;

            


    

    


    
      	 	
              (s)

            	
              No
                Adverse Events.
                Since the date of the APOLLO Financial
                Statements:

            


    

    


    
      	 	
              (i)

            	
              there
                has not been any material adverse change in the consolidated financial
                position or condition of APOLLO, its liabilities or the APOLLO Assets
                or
                any damage, loss or other change in circumstances materially affecting
                APOLLO, the APOLLO Business or the APOLLO Assets or APOLLO’s right to
                carry on the APOLLO Business, other than changes in the ordinary
                course of
                business, 

            


    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              there
                has not been any damage, destruction, loss or other event (whether
                or not
                covered by insurance) materially and adversely affecting APOLLO,
                the
                APOLLO Business or the APOLLO
                Assets,

            


    

    


    
      	 	
              (iii)

            	
              there
                has not been any material increase in the compensation payable or
                to
                become payable by APOLLO to the APOLLO Shareholders or to any of
                APOLLO’s
                officers, employees or agents or any bonus, payment or arrangement
                made to
                or with any of them,

            


    

    


    
      	 	
              (iv)

            	
              the
                APOLLO Business has been and continues to be carried on in the ordinary
                course,

            


    

    


    
      	 	
              (v)

            	
              APOLLO
                has not waived or surrendered any right of material
                value,

            


    

    


    
      	 	
              (vi)

            	
              APOLLO
                has not discharged or satisfied or paid any lien or encumbrance or
                obligation or liability other than current liabilities in the ordinary
                course of business, and 

            


    

    


    
      	 	
              (vii)

            	
              no
                capital expenditures in excess of $10,000 individually or $30,000
                in total
                have been authorized or made;

            


    

    


    APOLLO
      - Income Tax Matters

    


    
      	 	
              (t)

            	
              Tax
                Returns.
                All tax returns and reports of APOLLO required by law to be filed
                have
                been filed and are true, complete and correct, and any taxes payable
                in
                accordance with any return filed by APOLLO or in accordance with
                any
                notice of assessment or reassessment issued by any taxing authority
                have
                been so paid;

            


    

    


    
      	 	
              (u)

            	
              Current
                Taxes.
                Adequate provisions have been made for taxes payable for the current
                period for which tax returns are not yet required to be filed and
                there
                are no agreements, waivers, or other arrangements providing for an
                extension of time with respect to the filing of any tax return by,
                or
                payment of, any tax, governmental charge or deficiency by APOLLO.
                APOLLO
                is not aware of any contingent tax liabilities or any grounds which
                would
                prompt a reassessment including aggressive treatment of income and
                expenses in filing earlier tax
                returns;

            


    

    


    APOLLO
      - Applicable Laws and Legal Matters

    


    
      	 	
              (v)

            	
              Licenses.
                APOLLO holds all licenses and permits as may be requisite for carrying
                on
                the APOLLO Business in the manner in which it has heretofore been
                carried
                on, which licenses and permits have been maintained and continue
                to be in
                good standing except where the failure to obtain or maintain such
                licenses
                or permits would not have a material adverse effect on the APOLLO
                Business;

            


    

    


    
      	 	
              (w)

            	
              Applicable
                Laws.
                APOLLO has not been charged with or received notice of breach of
                any laws,
                ordinances, statutes, regulations, by-laws, orders or decrees to
                which it
                is subject or which applies to it the violation of which would have
                a
                material adverse effect on the APOLLO Business, and, to APOLLO’s
                knowledge, APOLLO is not in breach of any laws, ordinances, statutes,
                regulations, by-laws, orders or decrees the contravention of which
                would
                result in a material adverse impact on the APOLLO Business;
                

            


    

    


    
      	 	
              (x)

            	
              Pending
                or Threatened Litigation.
                There is no material litigation or administrative or governmental
                proceeding pending or threatened against or relating to APOLLO, the
                APOLLO
                Business, or any of the APOLLO Assets, nor does APOLLO have any knowledge
                of any deliberate act or omission of APOLLO that would form any material
                basis for any such action or
                proceeding;

            


    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (y)

            	
              No
                Bankruptcy.
                APOLLO has not made any voluntary assignment or proposal under applicable
                laws relating to insolvency and bankruptcy and no bankruptcy petition
                has
                been filed or presented against APOLLO and no order has been made
                or a
                resolution passed for the winding-up, dissolution or liquidation
                of
                APOLLO;

            


    

    


    
      	 	
              (z)

            	
              Labor
                Matters.
                APOLLO is not a party to any collective agreement relating to the
                APOLLO
                Business with any labor union or other association of employees and
                no
                part of the APOLLO Business has been certified as a unit appropriate
                for
                collective bargaining or, to the knowledge of APOLLO, has made any
                attempt
                in that regard and APOLLO has no reason to believe that any current
                employees will leave APOLLO’s employ as a result of this
                Merger.

            


    

    


    
      	 	
              (aa)

            	
              Finder’s
                Fees.
                APOLLO is not a party to any agreement which provides for the payment
                of
                finder’s fees, brokerage fees, commissions or other fees or amounts which
                are or may become payable to any third party in connection with the
                execution and delivery of this Agreement and the transactions contemplated
                herein;

            


    

    


    Execution
      and Performance of Agreement

    


    
      	 	
              (bb)

            	
              Authorization
                and Enforceability.
                The execution and delivery of this Agreement, and the completion
                of the
                transactions contemplated hereby, have been duly and validly authorized
                by
                all necessary corporate action on the part of
                APOLLO;

            


    

    


    
      	 	
              (cc)

            	
              No
                Violation or Breach.
                The execution and performance of this Agreement will
                not

            


    

    


    
      	 	
              (i)

            	
              violate
                the charter documents of APOLLO or result in any breach of, or default
                under, any loan agreement, mortgage, deed of trust, or any other
                agreement
                to which APOLLO is a party,

            


    

    


    
      	 	
              (ii)

            	
              give
                any person any right to terminate or cancel any agreement including,
                without limitation, APOLLO Material Contracts, or any right or rights
                enjoyed by APOLLO,

            


    

    


    
      	 	
              (iii)

            	
              result
                in any alteration of APOLLO’s obligations under any agreement to which
                APOLLO is a party including, without limitation, the APOLLO Material
                Contracts,

            


    

    


    
      	 	
              (iv)

            	
              result
                in the creation or imposition of any lien, encumbrance or restriction
                of
                any nature whatsoever in favor of a third party upon or against the
                APOLLO
                Assets,

            


    

    


    
      	 	
              (v)

            	
              result
                in the imposition of any tax liability to APOLLO relating to APOLLO
                Assets
                or the APOLLO Shares, or

            


    

    


    
      	 	
              (vi)

            	
              violate
                any court order or decree to which either APOLLO is subject;
                

            


    

    


    APOLLO
      Assets - Ownership and Condition

    


    
      	 	
              (dd)

            	
              Business
                Assets.
                The APOLLO Assets comprise all of the property and assets of the
                APOLLO
                Business, and neither the APOLLO Shareholders nor any other person,
                firm
                or corporation owns any assets used by APOLLO in operating the APOLLO
                Business, whether under a lease, rental agreement or other arrangement,
                other than as disclosed in Schedules “C”
hereto;

            


    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ee)

            	
              Title.
                APOLLO is the legal and beneficial owner of the APOLLO Assets, free
                and
                clear of all mortgages, liens, charges, pledges, security interests,
                encumbrances or other claims whatsoever, save and except as disclosed
                in
                Schedules “C” hereto;

            


    

    


    
      	 	
              (ff)

            	
              No
                Option.
                No person, firm or corporation has any agreement or option or a right
                capable of becoming an agreement for the purchase of any of the APOLLO
                Assets;

            


    

    


    
      	 	
              (gg)

            	
              APOLLO
                Insurance Policies.
                APOLLO maintains the public liability insurance and insurance against
                loss
                or damage to the APOLLO Assets and the APOLLO Business as described
                in
                Schedule “C” hereto;

            


    

    


    
      	 	
              (hh)

            	
              APOLLO
                Material Contracts.
                The APOLLO Material Contracts listed in Schedule “C” constitute all of the
                material contracts of APOLLO;

            


    

    


    
      	 	
              (ii)

            	
              No
                Default.
                There has not been any default in any material obligation of APOLLO
                or any
                other party to be performed under any of APOLLO Material Contracts,
                each
                of which is in good standing and in full force and effect and unamended,
                and APOLLO is not aware of any default in the obligations of any
                other
                party to any of the APOLLO Material
                Contracts;

            


    

    


    
      	 	
              (jj)

            	
              Reserved.;

            


    

    


    APOLLO
      Assets - APOLLO Equipment

    


    
      	 	
              (kk)

            	
              APOLLO
                Equipment.
                The APOLLO Equipment has been maintained in a manner consistent with
                that
                of a reasonably prudent owner and such equipment is in good working
                condition;

            


    

    


    APOLLO
      Assets - APOLLO Goodwill and Other Assets

    


    
      	 	
              (ll)

            	
              APOLLO
                Goodwill.
                APOLLO carries on the APOLLO Business only under the name “APOLLO
                Incorporated” and variations thereof and under no other business or trade
                names. APOLLO does not have any knowledge of any infringement by
                APOLLO of
                any patent, trademark, copyright or trade
                secret;

            


    

    


    The
      Business of APOLLO

    


    
      	 	
              (mm)

            	
              Maintenance
                of Business.
                Since the date of the APOLLO Financial Statements, the APOLLO Business
                has
                been carried on in the ordinary course and APOLLO has not entered
                into any
                material agreement or commitment except in the ordinary course;
                and

            


    

    


    
      	 	
              (nn)

            	
              Subsidiaries.
                APOLLO does not own any subsidiaries and does not otherwise own,
                directly
                or indirectly, any shares or interest in any other corporation,
                partnership, joint venture or firm and APOLLO does not own any subsidiary
                and does not otherwise own, directly or indirectly, any shares or
                interest
                in any other corporation, partnership, joint venture or
                firm.

            


    

    


    Non-Merger
      and Survival

    


    5.2 The
      representations and warranties of the APOLLO Shareholders contained herein
      will
      be true at and as of Closing in all material respects as though such
      representations and warranties were made as of such time. Notwithstanding the
      completion of the transactions contemplated hereby, the waiver of any condition
      contained herein (unless such waiver expressly releases a party from any such
      representation or warranty) or any investigation made by SICLONE, the
      representations and warranties of the APOLLO Shareholders shall survive the
      Closing. 


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    Indemnity

    


    5.3 The
      APOLLO Shareholders agrees to indemnify and save harmless SICLONE from and
      against any and all claims, demands, actions, suits, proceedings, assessments,
      judgments, damages, costs, losses and expenses, including any payment made
      in
      good faith in settlement of any claim (subject to the right of the APOLLO
      Shareholders to defend any such claim), resulting from the breach by any of
      them
      of any representation or warranty of such party made under this Agreement or
      from any misrepresentation in or omission from any certificate or other
      instrument furnished or to be furnished by the APOLLO Shareholders to SICLONE
      hereunder.

     

    ARTICLE
      6

    COVENANTS
      OF APOLLO AND

    THE
      APOLLO SHAREHOLDERS

     

    Covenants

    


    6.1 APOLLO
      and the APOLLO Shareholders covenant and agree with SICLONE that they
      will:

    


    
      	 	
              (a)

            	
              Conduct
                of Business.
                Until the Closing, conduct the APOLLO Business diligently and in
                the
                ordinary course consistent with the manner in which the APOLLO Business
                generally has been operated up to the date of execution of this Agreement;
                

            


    

    


    
      	 	
              (b)

            	
              Preservation
                of Business.
                Until the Closing, use their best efforts to preserve the APOLLO
                Business
                and the APOLLO Assets and, without limitation, preserve for SICLONE
                APOLLO’s relationships with their suppliers, customers and others having
                business relations with them;

            


    

    


    
      	 	
              (c)

            	
              Access.
                Until the Closing, give SICLONE and its representatives full access
                to all
                of the properties, books, contracts, commitments and records of APOLLO
                relating to APOLLO, the APOLLO Business and the APOLLO Assets, and
                furnish
                to SICLONE and its representatives all such information as they may
                reasonably request;

            


    

    


    
      	 	
              (d)

            	
              Procure
                Consents.
                Until the Closing, take all reasonable steps required to obtain,
                prior to
                Closing, any and all third party consents required to permit the
                Merger
                and to preserve and maintain the APOLLO Assets, including the APOLLO
                Material Contracts, notwithstanding the change in control of APOLLO
                arising from the Merger;

            


    

    


    
      	 	
              (e)

            	
              Reporting
                and Internal Controls.
                From and after the Effective Time, the APOLLO Shareholders shall
                forthwith
                take all required actions to implement internal controls on the business
                of the Surviving Company to ensure that the Surviving Company and
                SICLONE
                comply with Section 13(b)(2) of the Securities and Exchange Act of
                1934;
                and

            


    

    


    Authorization

    


    6.2 APOLLO
      hereby agrees to authorize and direct any and all federal, state, municipal,
      foreign and international governments and regulatory authorities having
      jurisdiction respecting APOLLO to release any and all information in their
      possession respecting APOLLO to SICLONE. APOLLO shall promptly execute and
      deliver to SICLONE any and all consents to the release of information and
      specific authorizations which SICLONE reasonably require to gain access to
      any
      and all such information.


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    Survival

    


    6.3 The
      covenants set forth in this Article shall survive the Closing for the benefit
      of
      SICLONE. 

     

    ARTICLE
      7

    CONDITIONS
      PRECEDENT

    


    Conditions
      Precedent in favor of SICLONE

    


    7.1 SICLONE’s
      obligations to carry out the transactions contemplated hereby are subject to
      the
      fulfillment of each of the following conditions precedent on or before the
      Closing:

    


    
      	 	
              (a)

            	
              all
                documents or copies of documents required to be executed and delivered
                to
                SICLONE hereunder will have been so executed and
                delivered;

            


    

    


    
      	 	
              (b)

            	
              all
                of the terms, covenants and conditions of this Agreement to be complied
                with or performed by APOLLO or the APOLLO Shareholders at or prior
                to the
                Closing will have been complied with or
                performed;

            


    

    


    
      	 	
              (c)

            	
              SICLONE
                shall have completed its review and inspection of the books and records
                of
                APOLLO and shall be satisfied with same in all material
                respects;

            


    

    


    
      	 	
              (d)

            	
              title
                to the APOLLO Shares held by the APOLLO Shareholders and to the APOLLO
                Assets will be free and clear of all mortgages, liens, charges, pledges,
                security interests, encumbrances or other claims whatsoever, save
                and
                except as disclosed herein;

            


    

    


    
      	 	
              (e)

            	
              the
                Certificate of Merger shall be executed by APOLLO in form acceptable
                for
                filing with the Delaware Secretary of
                State;

            


    

    


    
      	 	
              (f)

            	
              subject
                to Article 8 hereof, there will not have
                occurred

            


    

    


    
      	 	
              (i)

            	
              any
                material adverse change in the financial position or condition of
                APOLLO,
                its liabilities or the APOLLO Assets or any damage, loss or other
                change
                in circumstances materially and adversely affecting the APOLLO Business
                or
                the APOLLO Assets or APOLLO’s right to carry on the APOLLO Business, other
                than changes in the ordinary course of business, none of which has
                been
                materially adverse, or

            


    

    


    
      	 	
              (ii)

            	
              any
                damage, destruction, loss or other event, including changes to any
                laws or
                statutes applicable to APOLLO or the APOLLO Business (whether or
                not
                covered by insurance) materially and adversely affecting APOLLO,
                the
                APOLLO Business or the APOLLO Assets;
                and

            


    

     

    
      	 	
              (g)

            	
              the
                transactions contemplated hereby shall have been approved by all
                other
                regulatory authorities having jurisdiction over the subject matter
                hereof,
                if any.

            


    

    

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

    

     

    Waiver
      by SICLONE

    


    7.2 The
      conditions precedent set out in the preceding section are inserted for the
      exclusive benefit of SICLONE and any such condition may be waived in whole
      or in
      part by SICLONE at or prior to Closing by delivering to APOLLO a written waiver
      to that effect signed by SICLONE. In the event that the conditions precedent
      set
      out in the preceding section are not satisfied on or before the Closing, SICLONE
      shall be released from all obligations under this Agreement.

    


    Conditions
      Precedent in Favor of APOLLO and the APOLLO Shareholders

    


    7.3 The
      obligation of APOLLO and the APOLLO Shareholders to carry out the transactions
      contemplated hereby is subject to the fulfillment of each of the following
      conditions precedent on or before the Closing:

    


    
      	
            	(a)	
              all
                documents or copies of documents required to be executed and delivered
                to
                APOLLO hereunder will have been so executed and
                delivered;

            


    

    


    
      	
            	(b)	
              all
                of the terms, covenants and conditions of this Agreement to be complied
                with or performed by SICLONE at or prior to the Closing will have
                been
                complied with or performed;

            


    

    


    
      	
            	(c)	
              APOLLO
                shall have completed its review and inspection of the books and records
                of
                SICLONE and its subsidiaries and shall be satisfied with same in
                all
                material respects;

            


    

    


    
      	
            	(d)	
              SICLONE
                will have delivered the Acquisition Shares to be issued pursuant
                to the
                terms of the Merger to APOLLO at the Closing and the Acquisition
                Shares
                will be registered on the books of SICLONE in the name of the holder
                of
                APOLLO Shares at the Effective
                Time;

            


    

    


    
      	
            	(e)	
              title
                to the Acquisition Shares will be free and clear of all mortgages,
                liens,
                charges, pledges, security interests, encumbrances or other claims
                whatsoever;

            


    

    


    
      	
            	(f)	
              the
                Certificate of Merger shall be executed by the ACQUIRER in form acceptable
                for filing with the Delaware Secretary of State;
                

            


    

    


    
      	
            	(g)	
              subject
                to Article 8 hereof, there will not have
                occurred

            


    

    


    
      	 	
              (i)

            	
              any
                material adverse change in the financial position or condition of
                SICLONE,
                its subsidiaries, their liabilities or the SICLONE Assets or any
                damage,
                loss or other change in circumstances materially and adversely affecting
                SICLONE, the SICLONE Business or the SICLONE Assets or SICLONE’ right to
                carry on the SICLONE Business, other than changes in the ordinary
                course
                of business, none of which has been materially adverse,
                or

            


    

    


    
      	 	
              (ii)

            	
              any
                damage, destruction, loss or other event, including changes to any
                laws or
                statutes applicable to SICLONE or the SICLONE Business (whether or
                not
                covered by insurance) materially and adversely affecting SICLONE,
                its
                subsidiaries, the SICLONE Business or the SICLONE Assets;
                and

            


    

     

    
      	
            	(h)	
              the
                transactions contemplated hereby shall have been approved by all
                other
                regulatory authorities having jurisdiction over the subject matter
                hereof,
                if any.

            


    

     

    
      	
            	(i)	
              SICLONE’S
                issued and and outstanding common share capital shall be reduced
                to
                4,606,930 SICLONE
                Common Shares, by the return to treasury of an
                aggregate of 9,990,000 SICLONE
                Common Shares and SICLONE shall have received a release in form
                satisfactory to APOLLO from the persons returning such shares in
                that
                regard;

            


    


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      	
            	(j)	
              SICLONE
                will have entered into agreements whereby all debts due and owing
                are
                eliminated on terms acceptable to
                APOLLO.

            


    

     

    Waiver
      by APOLLO and the APOLLO Shareholders

    


    7.4 The
      conditions precedent set out in the preceding section are inserted for the
      exclusive benefit of APOLLO and the APOLLO Shareholders and any such condition
      may be waived in whole or in part by APOLLO or the APOLLO Shareholders at or
      prior to the Closing by delivering to SICLONE a written waiver to that effect
      signed by APOLLO and the APOLLO Shareholders. In the event that the conditions
      precedent set out in the preceding section are not satisfied on or before the
      Closing APOLLO and the APOLLO Shareholders shall be released from all
      obligations under this Agreement.

    


    Nature
      of Conditions Precedent

    


    7.5 The
      conditions precedent set forth in this Article are conditions of completion
      of
      the transactions contemplated by this Agreement and are not conditions precedent
      to the existence of a binding agreement. Each party acknowledges receipt of
      the
      sum of $1.00 and other good and valuable consideration as separate and distinct
      consideration for agreeing to the conditions of precedent in favor of the other
      party or parties set forth in this Article.

    


    Termination

    


    7.6 Notwithstanding
      any provision herein to the contrary, if the Closing does not occur on or before
      June 30, 2008, this Agreement will be at an end and will have no further force
      or effect, unless otherwise agreed upon by the parties in writing.

    


    Confidentiality

    


    7.7 Notwithstanding
      any provision herein to the contrary, the parties hereto agree that the
      existence and terms of this Agreement are confidential and that if this
      Agreement is terminated pursuant to the preceding section the parties agree
      to
      return to one another any and all financial, technical and business documents
      delivered to the other party or parties in connection with the negotiation
      and
      execution of this Agreement and shall keep the terms of this Agreement and
      all
      information and documents received from APOLLO and SICLONE and the contents
      thereof confidential and not utilize nor reveal or release same, provided,
      however, that SICLONE will be required to issue news releases regarding the
      execution and consummation of this Agreement and file a Current Report on Form
      8-K with the Securities and Exchange Commission respecting the proposed Merger
      contemplated hereby together with such other documents as are required to
      maintain the currency of SICLONE’ filings with the Securities and Exchange
      Commission.

     

    ARTICLE
      8

    RISK

    


    Material
      Change in the Business of APOLLO

    


    8.1 If
      any
      material loss or damage to the APOLLO Business occurs prior to Closing and
      such
      loss or damage, in SICLONE’s reasonable opinion, cannot be substantially
      repaired or replaced within sixty (60) days, SICLONE shall, within two (2)
      days
      following any such loss or damage, by notice in writing to APOLLO, at its
      option, either:


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	(a)	
                terminate
                  this Agreement, in which case no party will be under any further
                  obligation to any other party;
                  or

              


      

    

    


    
      	
            	(b)	
              elect
                to complete the Merger and the other transactions contemplated hereby,
                in
                which case the proceeds and the rights to receive the proceeds of
                all
                insurance covering such loss or damage will, as a condition precedent
                to
                SICLONE’ obligations to carry out the transactions contemplated hereby, be
                vested in APOLLO or otherwise adequately secured to the satisfaction
                of
                SICLONE on or before the Closing
                Date.

            


    

    


    Material
      Change in the SICLONE Business

    


    8.2 If
      any
      material loss or damage to the SICLONE Business occurs prior to Closing and
      such
      loss or damage, in APOLLO’s reasonable opinion, cannot be substantially repaired
      or replaced within sixty (60) days, APOLLO shall, within two (2) days following
      any such loss or damage, by notice in writing to SICLONE, at its option,
      either:

    


    
      	
            	(a)	
              terminate
                this Agreement, in which case no party will be under any further
                obligation to any other party; or

            


    

    


    
      	
            	(b)	
              elect
                to complete the Merger and the other transactions contemplated hereby,
                in
                which case the proceeds and the rights to receive the proceeds of
                all
                insurance covering such loss or damage will, as a condition precedent
                to
                APOLLO’s obligations to carry out the transactions contemplated hereby,
                be
                vested in SICLONE or otherwise adequately secured to the satisfaction
                of
                APOLLO on or before the Closing
                Date.

            


    

     

    ARTICLE
      9

    CLOSING

    


    Closing

    


    9.1 The
      Merger and the other transactions contemplated by this Agreement will be closed
      at the Place of Closing in accordance with the closing procedure set out in
      this
      Article.

    


    Documents
      to be Delivered by APOLLO

    


    9.2 On
      or
      before the Closing, APOLLO and the APOLLO Shareholders will deliver or cause
      to
      be delivered to SICLONE:

    


    
      	
            	(a)	
              the
                original or certified copies of the charter documents of APOLLO and
                all
                corporate records documents and instruments of APOLLO, the corporate
                seal
                of APOLLO and all books and accounts of
                APOLLO;

            


    

    


    
      	
            	(b)	
              all
                reasonable consents or approvals required to be obtained by APOLLO
                for the
                purposes of completing the Merger and preserving and maintaining
                the
                interests of APOLLO under any and all APOLLO Material Contracts and
                in
                relation to APOLLO Assets;

            


    

    


    
      	
            	(c)	
              certified
                copies of such resolutions of the shareholder and director of APOLLO
                as
                are required to be passed to authorize the execution, delivery and
                implementation of this Agreement;

            


    

    


    
      	
            	(d)	
              an
                acknowledgement from APOLLO and the APOLLO Shareholders of the
                satisfaction of the conditions precedent set forth in section 7.3
                hereof;

            


    


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	(e)	
                the
                  Certificate of Merger, duly executed by APOLLO;
                  and

              


      

    

    


    
      	
            	(f)	
              such
                other documents as SICLONE may reasonably require to give effect
                to the
                terms and intention of this
                Agreement.

            


    

    


    Documents
      to be Delivered by SICLONE

    


    9.3 On
      or
      before the Closing, SICLONE shall deliver or cause to be delivered to APOLLO
      and
      the APOLLO Shareholders:

    


    
      	
            	(a)	
              share
                certificates representing the Acquisition Shares duly registered
                in the
                names of the holders of shares of APOLLO Common
                Stock;

            


    

    


    
      	
            	(b)	
              certified
                copies of such resolutions of the directors of SICLONE as are required
                to
                be passed to authorize the execution, delivery and implementation
                of this
                Agreement, together with the appointment of Warren Hosseinion as
                a member
                of the Board of Directors of
                SICLONE;

            


    

    


    
      	
            	(c)	
              a
                certified copy of a resolution of the directors of SICLONE dated
                as of the
                Closing Date appointing the nominees of APOLLO as officers of
                APOLLO;

            


    

    


    
      	
            	(d)	
              an
                acknowledgement from SICLONE of the satisfaction of the conditions
                precedent set forth in section 7.1
                hereof;

            


    

    


    
      	
            	(e)	
              the
                signed resignation of Paul Adams as Chief Executive Officer and Principal
                Accounting Officer of SICLONE which shall be effective at or prior
                to
                Closing and the signed resignation of Paul Adams as a director of
                SICLONE,
                which shall be effective 10 days following the filing of the
                14f-1;

            


    

    


    
      	
            	(f)	
              the
                Certificate of Merger, duly executed by the ACQUIRER;
                

            


    

    


    
      	
            	(g)	
              the
                irrevocable letter of instruction to SICLONE’s transfer agent instructing
                the transfer agent to issue the Acquisition Shares;
                and

            


    

    


    
      	
            	(h)	
              such
                other documents as APOLLO may reasonably require to give effect to
                the
                terms and intention of this
                Agreement.

            


    

     

    ARTICLE
      10

    POST-CLOSING
      MATTERS

    


    Forthwith
      after the Closing, SICLONE, APOLLO and the APOLLO Shareholders agree to use
      all
      their best efforts to:

    


    
      	
            	(a)	
              file
                the Certificate of Merger with Secretary of State of the State of
                Delaware;

            


    

    


    
      	
            	(b)	
              issue
                a news release reporting the
                Closing;

            


    

    


    
      	
            	(c)	
              file
                a Form 8-K with the Securities and Exchange Commission disclosing
                the
                terms of this Agreement and which includes audited financial statements
                of
                APOLLO as well as pro forma financial information of APOLLO and SICLONE
                as
                required by Regulation SX as promulgated by the Securities and Exchange
                Commission; 

            


    


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    
      	
            	(d)	
              file
                14f-1 disclosing the change in control of SICLONE;
                and

            


    

    


    
      	
            	(e)	
              file
                reports on Forms 13D and 3 with the Securities and Exchange Commission
                disclosing the acquisition of the Acquisition Shares by the APOLLO
                Shareholders. 

            


    

     

    ARTICLE
      11

    GENERAL
      PROVISIONS

    


    Arbitration

    


    11.1 The
      parties hereto shall attempt to resolve any dispute, controversy, difference
      or
      claim arising out of or relating to this Agreement by negotiation in good faith.
      If such good negotiation fails to resolve such dispute, controversy, difference
      or claim within fifteen (15) days after any party delivers to any other party
      a
      notice of its intent to submit such matter to arbitration, then any party to
      such dispute, controversy, difference or claim may submit such matter to
      arbitration in the City of New York, New York.

    


    Notice

    


    11.2 Any
      notice required or permitted to be given by any party will be deemed to be
      given
      when in writing and delivered to the address for notice of the intended
      recipient by personal delivery, prepaid single certified or registered mail,
      or
      telecopier. Any notice delivered by mail shall be deemed to have been received
      on the fourth business day after and excluding the date of mailing, except
      in
      the event of a disruption in regular postal service in which event such notice
      shall be deemed to be delivered on the actual date of receipt. Any notice
      delivered personally or by telecopier shall be deemed to have been received
      on
      the actual date of delivery.

    


    Addresses
      for Service

    


    11.3 The
      address for service of notice of each of the parties hereto is as
      follows:

    


    
      	 	
              (a)

            	
              SICLONE
                or the ACQUIRER:

            


    

    


    SICLONE
      

    Paul
      Adams

    c/o
      Nathan W. Drage, P.C.

    4766
      Holladay Blvd.

    Holladay,
      UT 84117

    Telephone
      no.: (801) 273-9300

    Facsimile
      no.: (801) 273-9314

     

    
      	 	
              (b)

            	
              APOLLO
                or the APOLLO Shareholders

            


    

    


    1010
      N.
      Central Avenue, Suite 201

    Glendale,
      CA 91202

    Attention:
      Dr. Warrren Hosseinion

    Telephone
      no.: (818) 507-4617

    Facsimile
      no.: (818) 409-7615

    


    With
      a
      copy to:

    


    Sichenzia
      Ross Friedman Ference LLP

    61
      Broadway, 32nd
      Floor

    New
      York,
      New York 10006

    Attn:
      Andrea Cataneo, Esq.

    Phone:
      (212) 930-9700

    Telecopier:
      (212) 930-9725


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    Change
      of Address

    


    11.4 Any
      party
      may, by notice to the other parties change its address for notice to some other
      address in North America and will so change its address for notice whenever
      the
      existing address or notice ceases to be adequate for delivery by hand. A post
      office box may not be used as an address for service.

    


    Further
      Assurances

    


    11.5 Each
      of
      the parties will execute and deliver such further and other documents and do
      and
      perform such further and other acts as any other party may reasonably require
      to
      carry out and give effect to the terms and intention of this
      Agreement.

    


    Time
      of the Essence

    


    11.6 Time
      is
      expressly declared to be the essence of this Agreement.

    


    Entire
      Agreement

    


    11.7 The
      provisions contained herein constitute the entire agreement among APOLLO, the
      APOLLO Shareholders, the ACQUIRER and SICLONE respecting the subject matter
      hereof and supersede all previous communications, representations and
      agreements, whether verbal or written, among APOLLO, the APOLLO Shareholders,
      the ACQUIRER and SICLONE with respect to the subject matter hereof.

    


    Enurement

    


    11.8 This
      Agreement will enure to the benefit of and be binding upon the parties hereto
      and their respective heirs, executors, administrators, successors and permitted
      assigns.

    


    Assignment

    


    11.9 This
      Agreement is not assignable without the prior written consent of the parties
      hereto. 

    


    Counterparts

    


    11.10 This
      Agreement may be executed in counterparts, each of which when executed by any
      party will be deemed to be an original and all of which counterparts will
      together constitute one and the same Agreement. Delivery of executed copies
      of
      this Agreement by telecopier will constitute proper delivery, provided that
      originally executed counterparts are delivered to the parties within a
      reasonable time thereafter.

    


    Applicable
      Law

    


    11.11 This
      Agreement is subject to the laws of the State of New York.

     

    [Remainder
      of page intentionally left blank.]

    

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

    

     

    IN
      WITNESS WHEREOF
      the
      parties have executed this Agreement effective as of the day and year first
      above written.

     

    
      
        	 	
                 

              	
                SICLONE
                  INDUSTRIES, INC.

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                              
                  

              	
                 

              	
                By:
                  

              	
                /s/
                  Paul Adams

              
	
                Witness

              	
                 

              	
                 

              	
                Paul
                  Adams, Chief Executive Officer and

              
	
                        
                  

              	
                 

              	
                 

              	
                Principal
                  Accounting Officer

              
	
                Name

              	
                 

              	
                 

              	
                 

              
	
                        
                  

              	
                 

              	
                 

              	
                 

              
	
                Address

              	
                 

              	
                 

              	
                 

              
	
                                   
                  

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                APOLLO
                  MEDICAL MANAGEMENT, INC.

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                                 
                  

              	
                 

              	
                By:

              	
                /s/
                  Warren Hosseinion

              
	
                Witness

              	
                 

              	
                 

              	
                Warren
                  Hosseinion, Chief Executive 

              
	
                       
                  

              	
                 

              	
                 

              	
                Officer,
                  

              
	
                Name

              	
                 

              	
                 

              	
                 

              
	
                       
                  

              	
                 

              	
                 

              	
                 

              
	
                Address

              	
                 

              	
                 

              	
                 

              
	
                                
                  

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                APOLLO
                  ACQUISITION CO., INC

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                               
                  

              	
                 

              	
                By:

              	
                /s/
                  Warren Hosseinion

              
	
                Witness 

              	
                 

              	
                 

              	
                Warren
                  Hosseinion, Chief Executive Officer

              
	
                           
                  

              	
                 

              	
                 

              	
                 

              
	
                Name

              	
                 

              	
                 

              	
                 

              
	
                .         
                  

              	
                 

              	
                 

              	
                 

              
	
                Address

              	
                 

              	
                 

              	
                 

              
	
                                             
                  

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                APOLLO,
                  INC. SHAREHOLDERS
                  FOLLOW

              


      

    

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    
      	
            	Schedule
              “A”	
              SICLONE
                Form Q as filed with the Securities and Exchange Commission on May
                20,
                2008

            


    

    
      	
            	Schedule
              “B”	
              Settlement
                Agreement 

            


    

    
      	
            	Schedule
              “C”	
              Audited
                Financial Statements of APOLLO as of January 31, 2008
                

            


    

    


    
      
        
        

      

      
        30