Exhibit
      10.1

    SHARE
      EXCHANGE AGREEMENT

    


    SHARE
      EXCHANGE AGREEMENT (the “Agreement”), dated June _____, 2008, by and amongst


    SFH
      I
      Acquisition Corp., a Delaware corporation, incorporated under the laws of U.S.
      and having its registered office at 3363 NE 163rd
      Street
      Suite 705, North Miami Beach, Florida 33160, with authorized capital of 100
      million shares of which 10,793,650 shares are issued and outstanding
      (hereinafter referred to as “Buyer”, which expression shall include its
      successors and permitted assigns). 

    


    
      	
              1.

            	 


    

    
      	 	
              a.

            	
              Sanjiw
                Kumar Singh, son of Sh.
                Uday Pratap Singh
                residing at F-1194 Chittranjan Park, New
                Delhi-110019

            


    

    
      	 	
              b.

            	
              Raju
                Kumar Singh, son of Sh.
                Uday Pratap Singh,
                residing at F-1194 Chittranjan Park, New
                Delhi-110019

            


    

    
      	 	
              c.

            	
              Rana
                Rajesh Kumar, son of Sh.
                Uday Pratap Singh,
                residing at F-1194 Chittranjan Park, New
                Delhi-110019

            


    

    


    (hereinafter
      collectively referred to as “Sellers”, which expression shall include its
      successors, legal heirs, and nominees)

    


    
      	
              2.

            	
              Protech
                Biosystems Pvt. Ltd. an entity organized under the laws of India
                (“Company”), having its registered office at F-1194, Chittaranjan Park,
                New Delhi, Delhi 110019.

            


    

    


    WITNESSETH:
      

    


    WHEREAS,
       Company
      is carrying on the business of
      manufacturing and exporting Pharmaceuticals, Healthcare, cosmetics etc. The
      Authorised Share Capital of the Company is Rs. 50,000,000/-, divided into
      5,000,000 shares of Rs. 10 each. The issued, subscribed and paidup Capital
      of
      the Company is Rs. 600,324, divided into 60,324 shares of Rs. 10
      each

    


    WHEREAS, Sellers
      own one hundred percent (100%) of the issued and paidup shares of the Company
      (the “Purchase Shares”); and

    


    WHEREAS,
       Buyer
      is
      engaged in the business of seeking the acquisition of, or merger with, one
      or
      more existing operating companies desirous of being a publicly held corporation,
      and is registered with the U.S. Securities and Exchange Commission under Section
      12(g) of the Securities Exchange Act of 1934, and has had limited operations
      to
      date; and

    


    WHEREAS,,
      Buyer has an authorized share capital of 100 million shares $0.001 per share
      of
      which 10,793,650 shares are issued and outstanding as of the date of this
      agreement;  

    


    WHEREAS, Buyer
      desires to acquire from Sellers one hundred percent (100%) of the Purchase
      Shares in the Company solely in exchange for six million one hundred thousand
      (6.1 million) shares of the Buyer’s common stock at the of the Closing (the
“Consideration Shares”); and

    


    WHEREAS, Sellers
      desire to sell to Buyer the Purchase Shares, representing a 100% share in
      Company, solely in exchange for the Consideration Shares; and

    


    WHEREAS, Prior
      to
      the date hereof, the respective boards of directors or analogous governing
      body
      of each of Buyer and the Company have determined that it is desirable to effect
      this share exchange and have approved and adopted this Agreement.

    


    NOW
      THEREFORE, in consideration of the mutual covenants and agreements herein,
      and
      other good and valuable consideration, the adequacy, sufficiency and receipt
      of
      which are hereby acknowledged, the parties hereto agree as follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    ARTICLE
      I

    DEFINITIONS
      AND USAGE

    


    SECTION
      1.1 DEFINITIONS. Certain capitalized terms used in this Agreement are defined
      in
Exhibit
      1.1
      attached
      hereto. 

    


    SECTION
      1.2  USAGE.

    


    (a) Interpretation.
      In this
      Agreement, unless a clear contrary intention appears: (i) the singular number
      includes the plural number and vice versa; (ii) reference to any Person includes
      such Person's successors and assigns, if applicable, unless prohibited by this
      Agreement, and reference to a Person in a particular capacity excludes such
      Person in any other capacity or in such Person’s individual capacity; (iii)
      reference to any gender includes each other gender; (iv) reference to any
      agreement, document or instrument means such agreement, document or instrument
      as amended or modified and in effect from time to time in accordance with the
      terms thereof; (v) reference to any Legal Requirement means such Legal
      Requirement as amended, modified, codified, replaced or reenacted, in whole
      or
      in part, and in effect from time to time, including rules and regulations
      promulgated thereunder, and reference to any section or other provision of
      any
      Legal Requirement means that provision of such Legal Requirement from time
      to
      time in effect and constituting the substantive amendment, modification,
      codification, replacement or reenactment of such section or other provision;
      (vi) "hereunder," "hereof," "hereto," and words of similar import shall be
      deemed references to this Agreement as a whole and not to any particular
      Article, Section or other provision hereof; (vii) "including" (and with
      correlative meaning "include") means including without limiting the generality
      of any description preceding such term; (viii) "or" is used in the inclusive
      sense of "and/or"; (ix) with respect to the determination of any period of
      time,
      "from" means "from and including" and "to" means "to but excluding"; and (x)
      references to documents, instruments or agreements shall be deemed to refer
      as
      well to all addenda, exhibits, schedules or amendments thereto.

     

    (b) Accounting
      Terms and Determinations.
      Unless
      otherwise specified herein, all accounting terms used herein shall be
      interpreted and all accounting determinations hereunder shall be made in
      accordance with United States GAAP.

    


    (c) Legal
      Representation of the Parties.
      The
      parties agree that each party was either represented by its own separate and
      independent counsel or had an opportunity to be so represented in connection
      with this Agreement. This Agreement was negotiated by the parties with the
      benefit of legal representation, and any rule of construction or interpretation
      otherwise requiring this Agreement to be construed or interpreted against any
      party shall not apply to any construction or interpretation hereof.

     

    ARTICLE
      II.

    EXCHANGE
      OF SHARES; CONSIDERATION; CLOSING

    


    SECTION
      2.1 THE EXCHANGE. Upon the terms and subject to the conditions of this
      Agreement, at the Closing:

    


    (a) Sellers
      shall sell, transfer, convey and assign to Buyer, and Buyer shall purchase
      from
      Seller, the Purchase Shares, representing a 100% share in Company, and any
      and
      all rights in the Purchase Shares to which Seller is entitled, and by doing
      so
      Seller shall be deemed to have assigned all of its rights, title and interest
      in
      and to the Purchase Shares to Buyer. Attached hereto and marked Exhibit
      A
      is the
      list of shareholders in the Company together with the number of shares of common
      stock each is to receive.

    


    (b) In
      consideration thereof, Buyer shall issue to Seller the “Consideration Shares”,
      consisting of 6.1 million shares of common stock, having a face value of
$.50
      per
      share,
      which
      after issuance will amount to approximately, 36.1% of the issued and outstanding
      capital stock of Buyer. The Consideration Shares to be issued to each of the
      shareholders in such proportions as set forth in Exhibit A. 

    


    Notwithstanding
      the foregoing, nothing contained herein shall prohibit the Buyer from selling
      additional shares of its common stock pending closing provided however, that
      prior to the closing, Buyer shall so advise Seller as to the number of
      additional shares issued and the consideration received.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SECTION
      2.2 CLOSING. The closing of the purchase and sale transaction provided for
      in
      this Agreement (the "Closing") will take place at such location mutually agreed
      to by Company, Seller, and Buyer, as soon as practicable after the fulfillment
      of the conditions to Closing set forth in Articles
      VII
      and
VIII
      but in no event later than July 31, 2008 unless extended by the mutual consent
      of the parties.
      

     

    SECTION
      2.3 CLOSING OBLIGATIONS. In addition to any other documents to be delivered
      under any other provisions of this Agreement, at the Closing:

    


    (a) Seller
      or
      Company, as the case may be, shall deliver to Buyer: 

    


    (i) All
      documents and instruments of transfer necessary for transfer of the Purchase
      Shares to Buyer, including the Transfer Deeds, Members Register and Governing
      Documents of the Company duly amended and registered to reflect Buyer as new
      owner of the Purchase Shares, in form and substance reasonably satisfactory
      to
      Buyer; 

    


    (ii) the
      minute books, and seals of Company;

    


    (iii)
       any
      information from Company or Seller required to be filed pursuant to the Exchange
      Act with the SEC by Buyer in connection with the Closing;

    


    (iv)
       certificates
      executed by Seller and Company representing and warranting to Buyer that each
      of
      Seller’s and Company’s representations and warranties in this Agreement was
      accurate in all respects as of the date of this Agreement and is accurate in
      all
      respects as of the Closing Date as if made on the Closing Date (giving full
      effect to any additional documentation or information required to be delivered
      by Company or Seller to Buyer after the date hereof and any supplements
      delivered to Buyer prior to the Closing Date in accordance with Section
      5.6);
      

    


    (v)
       an
      opinion from Seller’s legal counsel that is satisfactory to Buyer; 

    


    (vi) such
      documents and instruments of transfer necessary for completion of the transfer
      and registration of all rights, title and interest in the Real Property to
      the
      Company on, and effective as of, the Closing, as described in Section
      3.7;

    


    (vii)
      audited financial statements in accordance with U.S. Generally Accepted
      Accounting Principles and prepared by an audit firm that is a member in good
      standing of the PCAOB.

    


    (viii)
       such
      other documents or certificates and other instruments of transfer and conveyance
      as may be requested by Buyer, each in form and substance satisfactory to Buyer
      and its legal counsel and executed by Seller, if necessary.

    


    (ix) Subject
      to paragraph 2(b) below, the officers and directors of the Company will tender
      their resignation at Closing.

    


    (x) Approval
      from the regulatory authorities including but not limited to FIPB approval
      and
      RBI approval

     

    (b)
      On
      the
      Closing Date, the following resolutions should be passed by the Board of
      Directors of the Company

    


    
      	 	
              a.

            	
              Persons
                nominated by Buyer shall be appointed as officers and directors of
                the
                Company.

            


    

    
      	 	
              b.

            	
              Resignations
                of Nominees of Seller shall be accepted by the Buyer’s Board in their
                discretion.

            


    

    
      	 	
              c.

            	
              Transfer
                of Purchase shares from Sellers to Buyer shall be approved and filing
                of
                necessary documents with Registrar of Companies (ROC) and rectification
                of
                Register of members of the Company to reflect the change in ownership
                shall be authorized by the Board. 

            


    

     

    (c) Buyer
      shall deliver to Seller a certificate executed by Buyer as to the accuracy
      of
      its representations and warranties as of the date of this Agreement and as
      of
      the Closing and as to its compliance with and performance of its covenants
      and
      obligations to be performed or complied with at or before the Closing.


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (d) On
      the
      Closing Date, Buyer shall issue to Seller the “Consideration Shares”, consisting
      of 6.1 million shares of common stock, the stock certificates evidencing the
      Consideration Shares.would be delievered to the Buyer within 5 days from closing
      date

    


    ARTICLE
      III. 

    


    REPRESENTATIONS
      AND WARRANTIES OF SELLERS AND COMPANY

    


    Company
      and Sellers, jointly and severally, represent and warrant to Buyer, as of the
      date hereof and as of the Closing Date, as follows:

    


    SECTION
      3.1 ORGANIZATION AND GOOD STANDING.

    


    (a) Company
      is a limited liability company duly organized, validly existing and in good
      standing under the laws of India, with full corporate power and authority to
      conduct its business as it is now being conducted, to own or use the properties
      and assets that it purports to own or use, and to perform all its obligations
      under all Company Contracts 

    


    (b) On
      or
      before the Compliance Date, Company shall deliver to Buyer a complete and
      accurate copies of the Governing Documents of Company. 

    


    SECTION
      3.2 ENFORCEABILITY; AUTHORITY; NO CONFLICT.

    


    (a) This
      Agreement constitutes the legal, valid and binding obligation of Seller and
      of
      Company, enforceable against each of them in accordance with its terms. Upon
      the
      execution and delivery by Seller and Company of this Agreement and each other
      document to be executed or delivered by Seller at the Closing (collectively,
      “Seller’s Closing Documents”), Seller’s Closing Documents will constitute the
      legal, valid and binding obligation of Seller and of Company, enforceable
      against each of them in accordance with its terms. Each of Seller and of Company
      has the absolute and unrestricted right, power and authority to execute and
      deliver this Agreement and Seller’s Closing Documents to which it is a party and
      to perform its obligations under this Agreement and Seller’s Closing Documents,
      and such action has been duly authorized by all necessary action of Seller
      and
      Company. Each of Seller and Company has all necessary legal capacity to
      enter into and deliver this Agreement and Seller’s Closing Documents to which it
      is a party and to perform such its obligations hereunder and thereunder.


    


    (b)
      Neither
      the execution and delivery of this Agreement nor the consummation or performance
      of any of the Contemplated Transactions will, directly or indirectly (with
      or
      without notice or lapse of time):

    


    (i) breach
      (A) any provision of any of the Governing Documents of or (B) any resolution
      adopted by the board of directors or analogous governing body or shareholders
      of
      Company.

    


    (ii) breach
      or
      give any Governmental Body or other Person the right to challenge any of the
      Contemplated Transactions or to exercise any remedy or obtain any relief under
      any Legal Requirement or Order to which Company or Seller, or any Assets of
      Company , may be subject;

     

    (iii) contravene,
      conflict with or result in a violation or breach of any of the terms or
      requirements of, or give any Governmental Body the right to revoke, withdraw,
      suspend, cancel, terminate or modify, any Governmental Authorization that is
      held by Company or that otherwise relates to the Assets of Company or to the
      business of Company;

    


    (iv) breach
      any provision of, or give any Person the right to declare a default or exercise
      any remedy under, or to accelerate the maturity or performance of, or payment
      under, or to cancel, terminate or modify, any Company Contract; or

    


    (v) result
      in
      the imposition or creation of any Encumbrance upon or with respect to any of
      Assets of Company .

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (c) Neither
      Company nor Sellers are required to give any notice to or obtain any Consent
      from any Person in connection with the execution and delivery of this Agreement
      or any of the Seller’s Closing Documents or the consummation or performance of
      any of the Contemplated Transactions. 

    


    SECTION
      3.3 CAPITALIZATION.

    


    (a) Sellers
      are and will be on the Closing Date the registered and beneficial owner of
      all
      of the Purchase Shares, free and clear of all Encumbrances. The Purchase Shares
      constitute one hundred percent (100%) of the capital of, and one hundred percent
      (100%) of all rights, title and interest in, Company. The Purchase Shares have
      been duly authorized and validly issued and registered in compliance with all
      pertinent Legal Requirements and are fully paid and non-assessable.


    


    (b) There
      are
      no Contracts relating to the issuance, sale or transfer of any shares of or
      interests in Company, including but not limited to, any of the following:
      options, warrants, agreements, or other rights relating to the acquisition
      of
      shares in Company or of Company’s capital; securities or other obligations of
      Company convertible into shares in Company or Company's capital; or sale
      agreements, shareholder agreements, pledges, proxies, voting trusts, powers
      of
      attorney, restrictions on transfer or other agreements or instruments binding
      up
      on Seller (exclusive of any agreement to which Buyer is a party) and that relate
      to the ownership, voting or transfer of any shares of Company.


    


    (c) Upon
      the
      consummation of the transactions contemplated by this Agreement and the
      registration of the Purchase Shares being transferred by Seller to the name
      of
      Buyer, Buyer will own all of the Purchase Shares, which shall include, without
      limitation, the entirety of Seller’s capital and profits interest in Company,
      the Assets of Company, Seller’s distribution and liquidation rights in the
      Company, and Seller’s voting and management rights and powers in the Company,
      free and clear of any and all Encumbrances.

    


    SECTION
      3.4 FINANCIAL STATEMENTS. The Financial Statements to be delivered by Company
      to
      Buyer pursuant to Section
      5.1
      present
      fairly the financial condition of Company as of the respective dates thereof
      and
      the results of their operations and cash flows for the periods indicated. The
      Financial Statements have been prepared by a member of a Public Company
      Accounting Oversight Board (“PCAOB”) approved accounting firm in accordance with
      GAAP. 

     

    SECTION
      3.5 BOOKS AND RECORDS. The books of account and other financial and other
      Records of Company all of which shall be made available to Buyer on or before
      the Compliance Date, are complete and correct, represent actual, bona fide
      transactions, and have been maintained in accordance with sound business
      practices. The minute books of Company all of which shall be made available
      to
      Buyer on or before the Compliance Date, contain accurate and complete Records
      of
      (a) all shareholder meetings held and all shareholder action taken, and (b)
      all
      meetings of Company’s board of directors or other analogous bodies and
      committees thereof, and no meeting of any such shareholders, board of directors
      or other analogous bodies or committees has been held for which minutes have
      not
      been prepared or are not contained in such minute books.

    


    SECTION
      3.6 TANGIBLE PERSONAL PROPERTY; SUFFICIENCY OF ASSETS.

    


    (a) On
      or
      before the Closing Date, Company shall provide Buyer with a complete and
      accurate schedule describing, and specifying the location of, all Tangible
      Personal Property of Company . Company owns good and marketable title to all
      of
      its Tangible Personal Property, free and clear of any Encumbrances, and none
      of
      its Tangible Personal Property is held under any lease, security agreement,
      conditional sales contract, license, or other title retention or security
      arrangement, or is located other than in the possession of Company.


    


    (b)
       The
      Assets of Company (i) constitute all of the assets, tangible and intangible,
      of
      any nature whatsoever, necessary to operate Company's business in the manner
      presently operated by Company and (ii) include all of the operating assets
      of
      Company. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SECTION
      3.7 REAL PROPERTY. 

    


    (a) Prior
      to
      the date hereof, Company has provided Buyer with a schedule of all Real Property
      in which Company has a leasehold interest or uses in connection with the
      business of Company. which consist of the premises where the principal offices
      of Company is located and three additional locations, and an accurate
      description of all Real Property Leases. Company shall update this list as
      necessary prior to Closing and provide Buyer with a complete list of real
      property dated as of the Closing Date. 

    


    (b) The
      Company presently has no ownership interest in any Real Property except as
      set
      forth in Exhibit 3.7(B). Notwithstanding the foregoing, on or before the
      Closing, and as a condition precedent to the Closing, Company and Seller will
      cause the transfer of all rights, title and interest in the Real Property from
      the owners thereof to Company, without any additional consideration payable
      therefore by Buyer.  

    


    SECTION
      3.8 TITLE TO THE REAL PROPERTY. Upon transfer of the Real Property from the
      owners thereof to Company as provided in Section
      3.7(b),
      Buyer
      will own good and marketable title to the Real Property, free and clear of
      any
      Encumbrances, other than liens for Taxes for the current tax year which are
      not
      yet due and payable ("Real Property Encumbrances"). On or before the Closing,
      true and complete copies of (A) all deeds, existing title insurance policies
      and
      surveys of or pertaining to the Real Property and (B) all instruments,
      agreements and other documents evidencing, creating or constituting any Real
      Property Encumbrances shall be delivered to Buyer. 

    


    SECTION
      3.9 CONDITION OF FACILITIES.

    


    (a) Use
      of
      the Real Property by Company for the various purposes for which they are
      presently being used are permitted as of right under all applicable zoning
      requirements and are not subject to "permitted nonconforming" use or structure
      classifications. All Improvements are in compliance with all applicable Legal
      Requirements, including those pertaining to zoning, building and the disabled,
      are in good repair and in good condition, ordinary wear and tear excepted,
      and
      are free from latent and patent defects. No part of any Improvement encroaches
      on any real property not included in the definition of Real Property as it
      pertains to Company , and there are no buildings, structures, fixtures or other
      Improvements primarily situated on adjoining real property that encroach up
      on
      any part of the Land. The Land for each owned Facility abuts on and has direct
      vehicular access to a public road or has access to a public road via a
      permanent, irrevocable, appurtenant easement benefiting such Land and comprising
      a part of the Real Property, is supplied with public or quasi-public utilities
      and other services appropriate for the operation of the Facilities located
      thereon and is not located within any flood plain or area subject to wetlands
      regulation or any similar restriction. There is no existing or proposed plan
      to
      modify or realign any street or highway or any existing or proposed eminent
      domain proceeding that would result in the taking of all or any part of any
      Facility or that would prevent or hinder the continued use of any Facility
      as
      heretofore used in the conduct of the business of Company .

    


    (b) Each
      item
      of Tangible Personal Property of Company is in good repair and good operating
      condition, ordinary wear and tear excepted, is suitable for immediate use in
      the
      Ordinary Course of Business and is free from latent and patent defects. No
      item
      of Tangible Personal Property of Company is in need of repair or replacement
      other than as part of routine maintenance in the Ordinary Course of Business.
      All Tangible Personal Property used in Company's business is in the possession
      of Company. 

    


    SECTION
      3.10 ACCOUNTS RECEIVABLE. All Accounts Receivable of Company that are reflected
      in the most recent balance sheet of the Financial Statements (the “Last Balance
      Sheet”) or in the accounting Records of Company as of the Closing Date represent
      or will represent valid obligations arising from sales actually made or services
      actually performed by Company in the Ordinary Course of Business. Except to
      the
      extent paid prior to the Closing Date, such Accounts Receivable are or will
      be
      as of the Closing Date current and collectible net of the respective reserves
      shown on the Last Balance Sheet (which reserves are adequate and calculated
      consistent with past practice). Subject to such reserves, each of such Accounts
      Receivable either has been or will be collected in full, without any setoff,
      within ninety (90) days after the day on which it first becomes due and payable.
      There is no contest, claim, defense or right of setoff, other than returns
      in
      the Ordinary Course of Business of Company , under any Contract with any account
      debtor of an Account Receivable relating to the amount or validity of such
      Account Receivable. 

     

    SECTION
      3.11 INVENTORIES. All items included in the Inventories of Company consist
      of a
      quality and quantity usable and, with respect to finished goods, saleable,
      in
      the Ordinary Course of Business of Company. Company is not in possession of
      any
      inventory not owned by it, including goods already sold, and no items included
      in the Inventories have been pledged as collateral or are held on consignment
      from others. Inventories now on hand that were purchased after the date of
      the
      Last Balance Sheet were purchased in the Ordinary Course of Business of Company
      at a cost not exceeding market prices prevailing at the time of purchase. The
      quantities of each item falling within the definition of Inventories (whether
      raw materials, work-in-process or finished goods) are not excessive but are
      reasonable in the present circumstances of Company . Work-in-process Inventories
      are now valued, and will be valued on the Closing Date, according to
      GAAP.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SECTION
      3.12 NO UNDISCLOSED LIABILITIES. Neither Company has any Liabilities except
      for
      Liabilities reflected or reserved against in the Financial Statements, and
      current Liabilities incurred in the Ordinary Course of Business of Company
      since
      the date of the Last Balance Sheet, which will not, individually or in the
      aggregate, have a material adverse effect on Company. 

    


    SECTION
      3.13 TAXES.

    


    (a) Tax
      Returns Filed and Taxes Paid.
      Company
      has filed or caused to be filed on a timely basis all Tax Returns and all
      reports with respect to Taxes that are or were required to be filed pursuant
      to
      all applicable Legal Requirements. All Tax Returns and reports filed by Company
      are true, correct and complete. Company has paid, or made provision for the
      payment of, all Taxes that have or may have become due for all periods covered
      by the Tax Returns or otherwise, or pursuant to any assessment received by
      Company , except such Taxes, if any, as are listed in a schedule provided by
      Company to Buyer on or before the Compliance Date and are being contested in
      good faith and as to which adequate reserves (determined in accordance with
      GAAP) have been provided in the Last Balance Sheet. Company currently is not
      the
      beneficiary of any extension of time within which to file any Tax Return. No
      claim has ever been made or is expected to be made by any Governmental Body
      in a
      jurisdiction where Company does not file Tax Returns that it is or may be
      subject to taxation in that jurisdiction. There are no Encumbrances on any
      of
      the Assets of Company that arose in connection with any failure (or alleged
      failure) to pay any Tax, and Company has no Knowledge of any basis for assertion
      of any claims attributable to Taxes which, if adversely determined, would result
      in any such Encumbrance.

    


    (b) Delivery
      of Tax Returns and Information Regarding Audits and Potential
      Audits.
      On or
      before the Compliance Date, Company shall deliver or make available to Buyer
      copies of all Tax Returns of Company . On or before the Compliance Date, Company
      shall deliver to Buyer a complete and accurate list of all Tax Returns of
      Company that have been audited or are currently under audit and which accurately
      describes any deficiencies or other amounts that were paid or are currently
      being contested. To the Knowledge of Company, no undisclosed deficiencies are
      expected to be asserted with respect to any such audit. All deficiencies
      proposed as a result of such audits have been paid, reserved against, settled
      or
      are being contested in good faith by appropriate proceedings as described in
      the
      schedule to be provided by Company to Buyer on or before the Compliance Date.
      Company will deliver, or make available to Buyer, copies of any examination
      reports, statements or deficiencies or similar items with respect to such
      audits. Company has no Knowledge that any Governmental Body is likely to assess
      any additional Taxes for any period for which Tax Returns of Company have been
      filed. There is no dispute or claim concerning any Taxes of Company either
      (i)
      claimed or raised by any Governmental Body in writing or (ii) as to which
      Company has Knowledge. On or before the Compliance Date, Company shall provide
      Buyer with a list of all Tax Returns of Company for which the applicable statute
      of limitations has not run. Except as disclosed by Company to Buyer in writing
      on or before the Compliance Date, Company has not given or been requested to
      give waivers or extensions (or is or would be subject to a waiver or extension
      given by any other Person) of any statute of limitations relating to the payment
      of Taxes by Company or for which Company may be liable.

     

    (c) Proper
      Accrual.
      The
      charges, accruals and reserves with respect to Taxes on the Records of Company
      are adequate (determined in accordance with GAAP) and are at least equal to
      Company's liability for Taxes. 

    


    SECTION
      3.14 NO MATERIAL ADVERSE CHANGE. Since the date of the Last Balance Sheet,
      there
      has not been any material adverse change in the business, operations, prospects,
      Assets, results of operations or condition (financial or otherwise) of Company
      and no event has occurred or circumstance exists that may result in such a
      material adverse change. Since the date of the Last Balance Sheet, Company
      has
      conducted its respective business only in the Ordinary Course of Business and
      there has not been any:

    


    (a) change
      in
      Company's ’s authorized or issued share capital, grant of any option or right to
      purchase shares of or interests in Company or issuance of any security
      convertible into such shares or interests;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (b) amendment
      to the charter or foundation documents of Company or any other Governing
      Documents of Company;

    


    (c) payment
      (except in the Ordinary Course of Business) or increase by of any bonuses,
      salaries or other compensation to Seller, or any director, officer or employee
      of Company or entry into any employment, severance or similar Contract with
      any
      director, officer or employee of Company; 

    


    (d) adoption
      of, amendment to, or increase in the payments to or benefits arising under,
      any
      Employee Plan of Company;

    


    (e) damage
      to
      or destruction or loss of any Assets of Company , whether or not covered by
      insurance; 

     

    (f) entry
      into, termination of or receipt of notice of termination of (i) any license,
      distributorship, dealer, sales representative, joint venture, credit or similar
      Contract to which Company is a party, or (ii) any Contract or transaction
      involving a total remaining commitment by Company of at least
      $10,000;

    


    (g) sale
      (other than sales of Inventories in the Ordinary Course of Business), lease
      or
      other disposition of any Asset or property of Company or any Asset or property
      (including the Intellectual Property Assets) or the creation of any Encumbrance
      on any Asset of Company ;

    


    (h) cancellation
      or waiver of any claims or rights with a value to Company in excess of
      $10,000;

    


    (i) indication
      by any customer or supplier of an intention to discontinue or change the terms
      of its relationship with Company ; 

    


    (j) material
      change in the accounting methods used by Company ; or

    


    (k) entry
      by
      Company into any Contract to do any of the foregoing.

    


    SECTION
      3.15 PERSONNEL MATTERS.

    


    (a)
       On
      or
      before the Compliance Date, Company will deliver to Buyer a correct and complete
      list of each director, officer, employee, independent contractor, consultant
      and
      agent of Company whose aggregate compensation for the calendar year ended
      December 31, 2007 exceeded $30,000, including but not limited to, each employee
      on leave of absence or layoff status. No retired employee, director, of officer
      of Company is receiving benefits or scheduled to receive benefits in the
      future.

    


    (b) The
      Company is not a party to any employment, consulting or similar agreement,
      written or oral, with any Person.

    


    (c)
       No
      employees of Company is represented by any labor union or similar organization.
        Company is not party to any collective bargaining or similar agreement
      covering any of its employees. No labor union or similar organization or group
      of employees has made a demand for recognition, filed a petition seeking a
      representation proceeding or given Company notice of any intention to hold
      an
      election of a collective bargaining representative at any time during the past
      three (3) years.

    


    (d) Except
      as
      set forth on a schedule provided by Company to Seller on or before the
      Compliance Date, the Company does not maintain any bonus, pension, profit
      sharing, deferred compensation, incentive compensation, share ownership, share
      purchase, share option, phantom stock, retirement, vacation, severance,
      disability, death benefit, hospitalization, medical plan, or other plan,
      arrangement or understanding (whether or not legally binding) providing benefits
      to any current or former employee, officer or director of Company (collectively,
      “Employee Plans”). Except as set forth on a schedule provided by Company to
      Seller on or before the Compliance Date there are not any severance or
      termination agreements or arrangements between Company and any current or former
      employee, officer of director of Company , nor does Company have any general
      severance plan or policy. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (e)
       Company
      has complied in all respects with all Legal Requirements relating to employment
      practices, terms and conditions of employment, equal employment opportunity,
      nondiscrimination, immigration, wages, hours, benefits, collective bargaining,
      the payment of social security and similar Taxes and occupational safety and
      health. Company is not liable for the payment of any Taxes, fines, penalties,
      or
      other amounts, however designated, for failure to comply with any of the
      foregoing Legal Requirements.

     

    (f) To
      the
      Knowledge of Seller or Company, no officer, director, agent, employee,
      consultant, or contractor of Company is bound by any Contract that purports
      to
      limit the ability of such officer, director, agent, employee, consultant, or
      contractor to engage in or continue or perform any activity, duties or practice
      relating to the business of Company. No former or current employee of Company
      is
      a party to, or is otherwise bound by, any Contract that in any way has adversely
      affected, affects, or will affect the ability of Company or Buyer to conduct
      the
      business as heretofore carried on by Company .

    


    SECTION
      3.16 COMPLIANCE WITH LEGAL REQUIREMENTS; GOVERNMENTAL AUTHORIZATIONS.

    


    (a) Company
      is and at all times have been, in full compliance with each Legal Requirement
      that is or was applicable to it or to the conduct or operation of its business
      or the ownership or use of any of its Assets. No event has occurred or
      circumstance exists that (with or without notice or lapse of time) may
      constitute or result in a violation by Company of, or a failure on the part
      of
      Company to comply with, any Legal Requirement or may give rise to any obligation
      on the part of Company to undertake, or to bear all or any portion of the cost
      of, any remedial action of any nature. Company has not received any notice
      or
      other communication (whether oral or written) from any Governmental Body or
      any
      other Person regarding any actual, alleged, possible or potential violation
      of,
      or failure to comply with, any Legal Requirement or any actual, alleged,
      possible or potential obligation on the part of to undertake, or to bear all
      or
      any portion of the cost of, any remedial action of any nature.

    


    (b) On
      or
      before the Compliance Date, Company shall provide Buyer with a schedule
      containing a complete and accurate list of each Governmental Authorization
      that
      is held by Company or that otherwise relates to Company's business or its
      Assets. Each Governmental Authorization listed or required to be listed in
      said
      schedule is valid and in full force and effect. Except as set forth in said
      schedule:

    


    (i) Company
      is, and has been, in full compliance with all of the terms and requirements
      of
      each Governmental Authorization identified or required to be identified in
      said
      schedule;

    


    (ii) no
      event
      has occurred or circumstance exists that may (with or without notice or lapse
      of
      time) (A) constitute or result directly or indirectly in a violation of or
      a
      failure to comply with any term or requirement of any Governmental Authorization
      listed or required to be listed in said schedule or (B) result directly or
      indirectly in the revocation, withdrawal, suspension, cancellation or
      termination of, or any modification to, any Governmental Authorization listed
      or
      required to be listed in said schedule;

    


    (iii) Company
      has not received any notice or other communication (whether oral or written)
      from any Governmental Body or any other Person regarding (A) any actual,
      alleged, possible or potential violation of or failure to comply with any term
      or requirement of any Governmental Authorization or (B) any actual, proposed,
      possible or potential revocation, withdrawal, suspension, cancellation,
      termination of or modification to any Governmental Authorization;
      and

     

    (iv) all
      applications required to have been filed for the renewal of the Governmental
      Authorizations listed or required to be listed in said schedule have been duly
      filed on a timely basis with the appropriate Governmental Bodies, and all other
      filings required to have been made with respect to such Governmental
      Authorizations have been duly made on a timely basis with the appropriate
      Governmental Bodies.

    


    (v) The
      Governmental Authorizations listed in said schedule collectively constitute
      all
      of the Governmental Authorizations necessary to permit Company to lawfully
      conduct and operate its business in the manner in which it currently conducts
      and operates such business and to permit Company to own and use its Assets
      in
      the manner in which it currently owns and uses such Assets.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SECTION
      3.17 LEGAL PROCEEDINGS; ORDERS.

    


    (a) There
      is
      no pending or threatened Proceeding: (i) by or against Company that otherwise
      relates to or may affect the business of, or any of the Assets owned or used
      by,
      Company ; or (ii) that challenges, or that may have the effect of preventing,
      delaying, making illegal or otherwise interfering with, any of the Contemplated
      Transactions. To the Knowledge of Company or Seller, no event has occurred
      or
      circumstance exists that is reasonably likely to give rise to or serve as a
      basis for the commencement of any such Proceeding. 

    


    SECTION
      3.18 CONTRACTS; NO DEFAULTS.

    


    (a) On
      or
      before the Compliance Date, Company will provide Buyer with an accurate and
      complete list of, and accurate and complete copies of, each Company Contract.
      Said schedule will include a summary of all material terms of such Contracts,
      including the parties thereto, the amount of the remaining commitment of Company
      under the Contracts, and the location where the executed copies of such
      Contracts are located.

    


    (b) Except
      as
      set forth in said schedule, Seller has no rights and is not subject to any
      obligations or liabilities under, any Contract that relates to the business
      of
      Company or any of the Assets of Company .

    


    (c) Except
      as
      set forth in said schedule:

    


    (i) each
      Contract identified or required to be identified in said schedule is in full
      force and effect and is valid and enforceable in accordance with its
      terms;

    


    (ii) to
      the
      Knowledge of Company and Seller, no Contract identified or required to be
      identified in said schedule will, upon completion or performance thereof, have
      a
      material adverse effect on the business, Assets or condition of Company .


    


    (d) Except
      as
      set forth in said schedule:

    


    (i) Company
      is, and at all times have been, in compliance with all applicable terms and
      requirements of each Contract applicable to it; 

    


    (ii) each
      other Person that has or had any obligation or liability under any Company
      Contract is, and at all times has been, in full compliance with all applicable
      terms and requirements of such Contract;

    


    (iii) no
      event
      has occurred or circumstance exists that (with or without notice or lapse of
      time) may contravene, conflict with or result in a Breach of, or give Company
      or
      any other Person the right to declare a default or exercise any remedy under,
      or
      to accelerate the maturity or performance of, or payment under, or to cancel,
      terminate or modify, any Company Contract Contract; 

    


    (iv) no
      event
      has occurred or circumstance exists under or by virtue of any Contract that
      (with or without notice or lapse of time) would trigger the creation of any
      Encumbrance affecting any of the Assets of Company ; and

    


    (v) The
      Company has given to or received from any other Person any notice or other
      communication (whether oral or written) regarding any actual, alleged, possible
      or potential violation or Breach of, or default under, any Contract;


    


    (e) There
      are
      no renegotiations of, attempts to renegotiate or outstanding rights to
      renegotiate any material amounts paid or payable to Company under any Contracts
      with any Person having the contractual or statutory right to demand or require
      such renegotiation and no such Person has made oral or written demand for such
      renegotiation.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (f) Each
      Contract relating to the sale, design, manufacture or provision of products
      or
      services by Company has been entered into in the Ordinary Course of Business
      of
      Company and has been entered into without the commission of any act alone or
      in
      concert with any other Person, or any consideration having been paid or
      promised, that is or would be in violation of any Legal
      Requirement.

    


    SECTION
      3.19 INSURANCE.

    


    (a) On
      or
      before the Compliance Date, Company shall deliver to Buyer accurate and complete
      copies of all policies of insurance (and correspondence relating to coverage
      thereunder) to which Company is a party. 

    


    (b) On
      or
      before the Compliance Date, Company shall deliver to Buyer a schedule describing
      all obligations of Company to provide insurance coverage to Third Parties (for
      example, under Leases or service agreements) and identifying the policy under
      which such coverage is provided.

    


    (c) All
      policies of insurance to which Company is a party or that provide coverage
      to
      Company : (i) are valid, outstanding and enforceable; (ii) are issued by an
      insurer that is financially sound and reputable; (iii) taken together, provide
      adequate insurance coverage for the Assets and the operations of Company for
      all
      risks normally insured against by a Person carrying on the same business or
      businesses as Company in the same location or locations and for all risks to
      which Company is normally subject; and (iv) are sufficient for compliance with
      all Legal Requirements and Company Contracts Contracts;

    


    (d) Company
      has not received (i) any refusal of coverage or any notice that a defense will
      be afforded with reservation of rights or (ii) any notice of cancellation or
      any
      other indication that any policy of insurance is no longer in full force or
      effect or that the issuer of any policy of insurance is not willing or able
      to
      perform its obligations thereunder. Company has paid all insurance premiums
      as,
      and when due, and have otherwise
      performed all of its obligations under each policy of insurance to which it
      is a
      party or that lists Company as a beneficiary. Company has given notice to all
      insurers of any claims that may be submitted under said policies of
      insurance.

    


    SECTION
      3.20 ENVIRONMENTAL MATTERS. Except as disclosed in a schedule provided by
      Company to Buyer on or before the Compliance Date:

    


    (a) Company
      is and at all times have been, in full compliance with, and have not been and
      are not in violation of or liable under, any Environmental Law.  Neither
      Company nor Seller has any basis to expect, nor has any of them or any other
      Person for whose conduct they are or may be held deemed responsible received
      any
      actual or threatened Order, notice or other communication from (i) any
      Governmental Body or private citizen acting in the public interest or (ii)
      the
      current or any prior owner or operator of any Facilities, of any actual or
      potential violation or failure to comply with any Environmental Law, or of
      any
      actual or potential liability for any Environmental, Health and Safety
      Liabilities with respect to any Facility or other property or Asset (whether
      real, personal or mixed) in which Company has or had an interest, or at which
      Hazardous Materials were generated, manufactured, refined, transferred,
      imported, used or processed by Company or any other Person for whose conduct
      it
      is or may be held responsible, or from which Hazardous Materials have been
      transported, treated, stored, handled, transferred, disposed, recycled or
      received.

    


    (b) There
      are
      no pending or, to the Knowledge of Company or Seller, threatened claims,
      Encumbrances, or other restrictions of any nature resulting from any
      Environmental, Health and Safety Liabilities or arising under or pursuant to
      any
      Environmental Law affecting any Facility or any other property or asset (whether
      real, personal or mixed) in which Company has or had an interest.

    


    (c) Neither
      Company nor Seller has any Knowledge of or any basis to expect, nor has any
      of
      them, or any other Person for whose conduct any of them are or may be held
      responsible, received, any citation, directive, inquiry, notice, Order, summons,
      warning or other communication that relates to Hazardous Activity, Hazardous
      Materials, or any alleged, actual, or potential violation or failure to comply
      with any Environmental Law, or of any alleged, actual, or potential obligation
      to undertake or bear the cost of any Environmental, Health and Safety
      Liabilities with respect to any Facility or property or Asset (whether real,
      personal or mixed) in which Company has or had an interest, or at which
      Hazardous Materials were generated, manufactured, refined, imported, used or
      processed by Company or any other Person for whose conduct it is or may be
      held
      responsible, or from which Hazardous Materials have been transported, treated,
      stored, handled, transferred, disposed, recycled or received.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (d) Neither
      Company nor any other Person for whose conduct Company is or may be held
      responsible has any Environmental, Health and Safety Liabilities with respect
      to
      any Facility or, to the Knowledge of Company or Seller, with respect to any
      other property or Asset (whether real, personal or mixed) in which Company
      (or
      any predecessor) has or had an interest or at any property geologically or
      hydrologically adjoining any Facility or any such other property or
      Asset.

    


    (e) There
      are
      no Hazardous Materials present on or in the Environment at any Facility or
      at
      any geologically or hydrologically adjoining property, including any Hazardous
      Materials contained in barrels, aboveground or underground storage tanks,
      landfills, land deposits, dumps, equipment (whether movable or fixed) or other
      containers, either temporary or permanent, and deposited or located in land,
      water, dumps, or any other part of the Facility or such adjoining property,
      or
      incorporated into any structure therein or thereon. Neither Company nor any
      Person for whose conduct Company is or may be held responsible, or to the
      Knowledge of Company or Seller, any other Person, has permitted or conducted,
      or
      is aware of, any Hazardous Activity conducted with respect to any Facility
      or
      any other property or Assets (whether real, personal or mixed) in which Company
      has or had an interest except in full compliance with all applicable
      Environmental Laws.

    


    (f) There
      has
      been no Release or, to the Knowledge of Company or Seller, threat of release,
      of
      any hazardous materials at or from any facility or at any other location where
      any hazardous materials were generated, manufactured, refined, transferred,
      produced, imported, used, or processed or from any other property or Asset
      (whether real, personal or mixed) in which Company has or had an interest,
      or to
      the Knowledge of Company or Seller any geologically or hydrologically adjoining
      property, whether by Company or any other Person.

     

    (g) On
      or
      before the Compliance Date, Company shall deliver to Buyer true and complete
      copies and results of any reports, studies, analyses, tests, or monitoring
      possessed or initiated by Company pertaining to Hazardous Materials or Hazardous
      Activities in, on, or under the Facilities, or concerning compliance, by Company
      or any other Person for whose conduct it is or may be held responsible, with
      Environmental Laws.

    


    SECTION
      3.21 INTELLECTUAL PROPERTY ASSETS.

    


    (a) The
      term
      "Intellectual Property Assets" means all intellectual property owned or licensed
      (as licensor or licensee) by or to Company , as the case may be, including:
      (i)
      Company's ’s name, all assumed fictional business names, trade names, registered
      and unregistered trademarks, service marks and applications (collectively,
      "Marks"); (ii) all patents, patent applications and inventions and discoveries
      that may be patentable (collectively, "Patents"); (iii) all registered and
      unregistered copyrights in both published works and unpublished works
      (collectively, "Copyrights"); (iv) all rights in mask works; (v) all know-how,
      trade secrets, confidential or proprietary information, customer lists,
      Software, technical information, data, process technology, plans, drawings
      and
      blue prints (collectively, "Trade Secrets"); and (vi) all rights in internet
      web
      sites and internet domain names presently used by Company (collectively "Net
      Names").

    


    (b) On
      or
      before the Compliance Date, Company shall deliver to Buyer a
      complete and accurate list and summary description, including any royalties
      paid
      or received by Company , and accurate and complete copies, of all Company
      Contracts relating to the Intellectual Property Assets of Company. There are
      no
      outstanding and no threatened disputes or disagreements with respect to any
      such
      Contract.

    


    (c)
       The
      Intellectual Property Assets of Company are all those necessary for the
      operation of Company's business ’s business as it is currently conducted.
      Company is the owner or licensee of all right, title and interest in and to
      each
      of the Intellectual Property Assets of Company, free and clear of all
      Encumbrances, and has the right to use without payment to a Third Party all
      of
      the Intellectual Property Assets, other than in respect of licenses which shall
      be listed in a schedule and provided by Company to Buyer on or before the
      Compliance Date. 

    


    (d)
       All
      former and current employees of Company have executed written Contracts with
      Company assigning to Company all rights to any inventions, Improvements,
      discoveries or information relating to the business of Company. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (e) On
      or
      before the Compliance Date, Company shall deliver to Buyer  a
      complete and accurate list and summary description of all Patents of Company.
      All of the issued Patents are currently in compliance with formal legal
      requirements (including payment of filing, examination and maintenance fees
      and
      proofs of working or use), are valid and enforceable, and are not subject to
      any
      maintenance fees or taxes or actions falling due within ninety (90) days after
      the Closing Date. No Patent has been or is now involved in any interference,
      reissue, reexamination, or opposition Proceeding. There is no potentially
      interfering patent or patent application of any Third Party.

    


    (f) Except
      as
      set forth in a disclosure schedule provided by Company to Buyer on or before
      the
      Compliance Date, (A) no Patent is infringed or, to the Knowledge of Company
      or
      Seller, has been challenged or threatened in any way and (B) none of the
      products manufactured or sold, nor any process or know-how used, by Company
      infringes or is alleged to infringe any patent or other proprietary right of
      any
      other Person.

     

    (g) All
      products made, used or sold under the Patents have been marked with the proper
      Patent notice.

    


    (h) On
      or
      before the Compliance Date, Company shall deliver to Buyer a
      complete and accurate list and summary description of all Marks of Company
      identifying the place(s) of registration of the Marks. All Marks are currently
      in compliance with all formal Legal Requirements, are valid and enforceable
      and
      are not subject to any maintenance fees or Taxes or actions falling due within
      ninety (90) days after the Closing Date. No Mark has been or is now involved
      in
      any opposition, invalidation or cancellation Proceeding and, to the Knowledge
      of
      Company or Seller, no such action is threatened with respect to any of the
      Marks. To the Knowledge of Company or Seller, there is no potentially
      interfering trademark or trademark application of any other Person. No Mark
      is
      infringed or, to Company's Knowledge, has been challenged or threatened in
      any
      way. None of the Marks used by Company infringes or is alleged to infringe
      any
      trade name, trademark or service mark of any other Person. All products and
      materials containing a Mark bear the proper federal registration notice where
      permitted by law.

    


    (i) On
      or
      before the Compliance Date, Company shall deliver to Buyer a complete and
      accurate list and summary description of all Copyrights of Company. All of
      the
      registered Copyrights are currently in compliance with formal Legal
      Requirements, are valid and enforceable, and are not subject to any maintenance
      fees or taxes or actions falling due within ninety (90) days after the date
      of
      Closing. No Copyright is infringed or, to the Knowledge of Company or Seller,
      has been challenged or threatened in any way. None of the subject matter of
      any
      of the Copyrights infringes or is alleged to infringe any copyright of any
      Third
      Party or is a derivative work based upon the work of any other Person. All
      works
      encompassed by the Copyrights have been marked with the proper Copyright
      notice.

    


    (j) With
      respect to each Trade Secret of Company the documentation relating to such
      Trade
      Secret is current, accurate and sufficient in detail and content to identify
      and
      explain it and to allow its full and proper use without reliance on the
      Knowledge or memory of any individual. Company has taken all reasonable
      precautions to protect the secrecy, confidentiality and value of all its Trade
      Secrets (including the enforcement by Company of a policy requiring each of
      their respective employees or contractors to execute proprietary information
      and
      confidentiality agreements, and all current and former employees and contractors
      of Company have executed such an agreement). Company has good title to and
      an
      absolute right to use its Trade Secrets. The Trade Secrets of Company are not
      part of the public Knowledge or literature and, to the Knowledge of Company
      or
      Seller, have not been used, divulged or appropriated either for the benefit
      of
      any Person (other than Company ) or to the detriment of Company . No Trade
      Secret is subject to any adverse claim or has been challenged or threatened
      in
      any way or infringes any intellectual property right of any other
      Person.

    


    (k) On
      or
      before the Compliance Date, Company shall deliver to Buyer a complete and
      accurate list and summary description of all Net Names of Company .


     

    SECTION
      3.22 SECURITIES LAW MATTERS.

    


    (a) Seller
      understands that the Consideration Shares are being offered and made in reliance
      on one or more exemptions from the registration requirements of United States
      federal and state securities laws and that Buyer is relying upon the truth
      and
      accuracy of the representations, warranties, agreements, acknowledgments and
      understandings of Seller set forth herein in order to determine the
      applicability of such exemptions and the suitability of Seller to acquire
      the Consideration Shares. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (b) Sellers
      are acquiring the Consideration Shares for Seller’s own account and not with a
      view to their distribution within the meaning of Section 2(11) of the Securities
      Act. Sellers are not a U.S. person (as that term is defined in Regulation S
      Promulgated under the Securities Act). Except as otherwise set forth in a
      schedule provided by Company to Buyer on or before the Compliance Date, Sellers
      are “accredited investors” (as that term is defined in Rule 501 of the General
      Rules and Regulations under the Securities Act by reason of Rule 501(a)(3)),
      and
      Seller is (i) experienced in making investments of the kind described in this
      Agreement and the related documents, (ii) able, by reason of the business and
      financial experience of its officers (if an entity) and professional advisors
      (who are not affiliated with or compensated in any way by Buyer or any of its
      affiliates or selling agents), to protect its own interests in connection with
      the Contemplated Transactions, and (iii) able to afford the entire loss of
      its
      investment in the Consideration Shares. Sellers have been provided an
      opportunity for a reasonable period of time prior to the date hereof to obtain
      additional information concerning the Consideration Shares, Buyer, and all
      other
      information to the extent Buyer possesses such information or can acquire
      it without unreasonable effort or expense.

    


    (c) Sellers
      understand that the Consideration Shares shall be “restricted” (as that term is
      defined in Rule 144 promulgated under the Securities Act), and each certificate
      representing the Consideration Shares shall be endorsed with the following
      restrictive legend or one that is substantially similar to it, in addition
      to
      any other legend required to be placed thereon by applicable federal or state
      securities laws:

    


    “THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR
      FOREIGN SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD, PLEDGED, TRANSFERRED
      OR
      ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS OF THE
      SECURITIES ACT AND ALL APPLICABLE STATE AND FOREIGN SECURITIES LAWS, PURSUANT
      TO
      AN EFFECTIVE REGISTRATION STATEMENT OR IN A TRANSACTION OTHERWISE IN COMPLIANCE
      WITH APPLICABLE FEDERAL, STATE AND FOREIGN SECURITIES LAWS.”

    


    (d) They
      will
      rank pari-passu with the already existing shares

    


    SECTION
      3.25 DISCLOSURE.

    


    (a) No
      representation, warranty or other statement made by Company or Sellers in this
      Agreement, or the schedules or other documentation provided by Company or
      Sellers pursuant to this Agreement, any supplement thereto, or the certificates
      delivered pursuant to Section
      2.3(a)
      or
      otherwise in connection with the Contemplated Transactions contains any untrue
      statement of material fact or omits to state a material fact necessary to make
      any of them, in light of the circumstances in which it was made, not
      misleading.

    


    (b) None
      of
      the Sellers nor the Company has Knowledge of any fact that has specific
      application to Company (other than general economic or industry conditions)
      or
      the Purchase Shares and that may materially adversely affect the Purchase Shares
      or the Assets, business, prospects, financial condition or results of operations
      of Company that has not been set forth in this Agreement. No event, condition,
      or other matter, or any series of events, conditions or other matters, currently
      exists that, individually or in the aggregate, adversely affects the Purchase
      Shares or the Assets, business, prospects, financial condition or results of
      its
      operations of Company that has not been specifically disclosed to Buyer in
      writing by Company.

    


    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES OF BUYER

    


    Buyer
      represents and warrants to Company and Seller, as of the date hereof and as
      of
      the Closing Date, as follows:

     

    SECTION
      4.1 ORGANIZATION AND GOOD STANDING. Buyer is a corporation duly organized,
      validly existing and in good standing under the laws of the State of Delaware
      with full corporate power and authority to conduct its business as it is now
      conducted.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SECTION
      4.2 AUTHORITY; NO CONFLICT.

    


    (a) This
      Agreement constitutes the legal, valid and binding obligation of Buyer,
      enforceable against Buyer in accordance with its terms. Upon the execution
      and
      delivery by Buyer of the other documents to be executed or delivered by Buyer
      at
      Closing (collectively, the "Buyer's Closing Documents"), each of the Buyer's
      Closing Documents will constitute the legal, valid and binding obligation of
      Buyer, enforceable against Buyer in accordance with its respective terms. Buyer
      has the absolute and unrestricted right, power and authority to execute and
      deliver this Agreement and the Buyer's Closing Documents and to perform its
      obligations under this Agreement and the Buyer's Closing Documents, and such
      action has been duly authorized by all necessary corporate action.

    


    (b) Neither
      the execution and delivery of this Agreement by Buyer nor the consummation
      or
      performance of any of the Contemplated Transactions by Buyer will give any
      Person the right to prevent, delay or otherwise interfere with any of the
      Contemplated Transactions pursuant to: (i) any provision of Buyer's Governing
      Documents; (ii) any resolution adopted by the board of directors of Buyer;
      (iii)
      any Legal Requirement or Order to which Buyer may be subject; or (iv) any
      Contract to which Buyer is a party or by which Buyer may be bound. Buyer is
      not
      and will not be required to obtain any Consent from any Person in connection
      with the execution and delivery of this Agreement or the consummation or
      performance of any of the Contemplated Transactions. 

    


    SECTION
      4.3 CAPITALIZATION. On or before the Compliance Date, Buyer shall deliver to
      Company and Seller a schedule that correctly and completely sets forth the
      authorized share capital of Buyer.

    


    SECTION
      4.4 FILINGS WITH THE SEC. As of their respective dates, the documents filed
      by
      Buyer with the SEC (the “SEC Documents”) complied in all material respects with
      the requirements of the Securities Act of or the Exchange Act, as the case
      may
      be, and other federal, state and local laws, rules and regulations applicable
      to
      such SEC Documents, and none of the SEC Documents contained any untrue statement
      of a material fact or omitted to state a material fact required to be stated
      therein or necessary in order to make the statements therein, in light of the
      circumstances under which they were made, not misleading. Any financial
      statements of Buyer included in the SEC Documents comply as to form and
      substance in all material respects with applicable accounting requirements
      and
      the published rules and regulations of the SEC or other applicable rules and
      regulations with respect thereto. Such financial statements have been prepared
      in accordance with GAAP on a consistent basis during the periods involved
      (except (a) as may be otherwise indicated in such financial statements or the
      notes thereto or (b) in the case of unaudited interim statements, to the extent
      they may not include footnotes or may be condensed or summary statements) and
      fairly present in all material respects the financial position of Buyer as
      of
      the dates thereof and the results of operations and cash flows for the periods
      then ended (subject, in the case of unaudited statements, to normal year-end
      audit adjustments).

     

    SECTION
      4.5 VALID ISSUANCE. The Consideration Shares, issued in accordance with the
      terms hereof and on the basis of the representations and warranties of Seller
      set forth herein, may and shall be properly issued by Buyer to Seller pursuant
      to any applicable federal or state law. 

    


    SECTION
      4.6 CERTAIN PROCEEDINGS. There is no pending Proceeding that has been commenced
      against Buyer that challenges or may have the effect of preventing, delaying,
      making illegal or otherwise interfering with, any of the Contemplated
      Transactions. To Buyer's Knowledge, no such Proceeding has been
      threatened.

    


    ARTICLE
      V

    COVENANTS
      AND AGREEMENTS PRIOR TO CLOSING

    


    SECTION
      5.1 FINANCIAL
      STATEMENTS. At least three days prior to Closing, Company shall provide Buyer
      with such audited financial statements of the Company as may be required by
      the
      SEC (“Financial Statements”). The Financial Statements shall be prepared by a
      member of a PCAOB approved accounting firm in accordance with GAAP, and shall
      be
      true and correct and not contain any untrue statement of a material fact or
      omit
      to state any material fact necessary to make the statements and representation
      therein not misleading. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SECTION
      5.2 ACCESS AND INVESTIGATION. Between the date of this Agreement and the Closing
      Date, and upon reasonable advance notice, Seller and Company, on the one hand,
      and Buyer on the other hand, shall (a) afford the other Party(ies) and their
      respective Representatives full and free access, during regular business hours,
      to their respective employees, officers, directors and agents, properties,
      Contracts, Governmental Authorizations, books and Records and other documents
      and data, such rights of access to be exercised in a manner that does not
      unreasonably interfere with their respective operations; (b) furnish the other
      Party(ies) with copies of all such Contracts, Governmental Authorizations,
      books
      and Records and other existing documents and data as the other Party(ies) may
      reasonably request; (c) furnish the other Party(ies) with such additional
      financial, operating and other relevant data and information as the other
      parties may reasonably request; and (d) otherwise cooperate and assist, to
      the
      extent reasonably requested by the other Party(ies), with the other Party(ies)’
investigation of the properties, Assets and financial condition. In addition,
      the other Parties shall have the right to have the real property and Tangible
      Personal Property inspected by them, at their sole cost and expense, for
      purposes of determining the physical condition and legal characteristics of
      the
      real property and Tangible Personal Property.

    


    SECTION
      5.3 OPERATION OF THE BUSINESS AND CONDUCT OF COMPANY PRIOR TO
      CLOSING.

    


    (a)
       Between
      the date of this Agreement and the Closing, Company shall, (and Seller shall
      cause Company to):

    


    (i) conduct
      its business only in the Ordinary Course of Business;

    


    (ii) except
      as
      otherwise directed by Buyer in writing, and without making any commitment on
      Buyer's behalf, use its Best Efforts to maintain its respective business
      organizations intact, keep available the services of its officers, employees
      and
      agents, and maintain its relationship and good will with suppliers, customers,
      landlords, creditors, employees, agents and others having business relationships
      with it;

    


    (iii) confer
      with Buyer prior to the implementation of operational decisions of a material
      nature with respect to Company ;

    


    (iv) otherwise
      report periodically to Buyer concerning the status of the business, operations
      and finances of Company ;

    


    (v) make
      no
      material changes in employment status of employees having managerial
      responsibilities or officers or directors without prior consultation with
      Buyer;

    


    (vi) maintain
      its Assets in a state of repair and condition that complies with Legal
      Requirements and is consistent with the requirements and normal conduct of
      its
      business;

    


    (vii) keep
      in
      full force and effect, without amendment, all material contractual and other
      contractual and other rights relating to Company's ’s business;

    


    (viii) comply
      with all Legal Requirements and contractual obligations applicable to the
      operations of Company's ’s business;

    


    (ix) continue
      insurance coverage in full force and effect under existing policies of insurance
      or substantially equivalent policies;

    


    (x) cooperate
      with Buyer and assist Buyer in identifying the Governmental Authorizations
      required for Buyer to operate the business from and after the Closing Date
      and
      either transferring existing Governmental Authorizations of Company to Buyer,
      where permissible, or obtaining new Governmental Authorizations for
      Buyer;

    


    (xi) upon
      request of Buyer from time to time, execute and deliver all documents, make
      all
      truthful oaths, testify in any Proceedings and do all other acts that may be
      reasonably necessary or desirable in the opinion of Buyer to consummate the
      Contemplated Transactions, all without further consideration; and

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (xii) maintain
      all books and Records of Company relating to its respective businesses in the
      Ordinary Course of Business.

    


    (b)
       Between
      the date of this Agreement and the Closing, Seller shall not:

     

    (i)
       sell,
      transfer or otherwise dispose of any of the Purchase Shares or any interest
      in
      the Purchase Shares and/or agree to do any of the foregoing;

    


    (ii) accept
      any dividend or other distribution in respect of any of the Purchase
      Shares;

     

    (iii)
       incur,
      make, assume or suffer to exist any Encumbrance or other matter affecting title
      to any of the Purchase Shares;

     

    (iv)
       enter
      into any shareholder agreements, voting trusts, restrictions on transfer or
      other agreements or instruments that would be binding on the Buyer as the owner
      of the Purchase Shares; or

    


    (v)
       take
      any
      action, that would result in any of the Seller’s representations and warranties
      in this Agreement being untrue and incorrect and Seller shall use its best
      efforts to prevent the occurrence of any event or the existence of any
      condition.

    


    SECTION
      5.4 NEGATIVE COVENANT. Except as otherwise expressly permitted herein, between
      the date of this Agreement and the Closing Date, Company shall not, and Seller
      shall not permit Company to, without the prior written Consent of Buyer, (a)
      take any affirmative action, or fail to take any reasonable action within its
      control, as a result of which any of the changes or events listed in
Section
      3.14
      would be
      likely to occur; (b) make any modification to any material Contract or
      Governmental Authorization; (c) allow the levels of raw materials, supplies
      or
      other materials included in the Inventories to vary materially from the levels
      customarily maintained in the Ordinary Course of Business; or (d) enter into
      any
      compromise or settlement of any litigation, proceeding or governmental
      investigation relating to Company, , or the Assets or business of Company
      .

    


    SECTION
      5.5 REQUIRED APPROVALS. As promptly as practicable after the date of this
      Agreement, Company shall make all filings required by Legal Requirements to
      be
      made by it in order to consummate the Contemplated Transactions. Company and
      Seller also shall cooperate with Buyer and its Representatives with respect
      to
      all filings that Buyer elects to make or, pursuant to Legal Requirements, shall
      be required to make in connection with the Contemplated Transactions. Company
      and Seller also shall cooperate with Buyer and its Representatives in obtaining
      all Material Consents.

    


    SECTION
      5.6 NOTIFICATION. Between the date of this Agreement and the Closing, Seller
      and
      Company shall promptly notify Buyer in writing upon becoming aware of (a) any
      fact or condition that causes or constitutes a Breach of any of Company's or
      Seller’s representations and warranties made as of the date of this Agreement or
      (b) the occurrence after the date of this Agreement of any fact or condition
      that would or be reasonably likely to (except as expressly contemplated by
      this
      Agreement) cause or constitute a Breach of any such representation or warranty
      had that representation or warranty been made as of the time of the occurrence
      of, or Company's or such Seller's discovery of, such fact or condition. Should
      any such fact or condition require any change to the representations and
      warranties made herein, the Company and Seller shall promptly deliver to
      Buyer a written supplement specifying such change. Such delivery shall not
      affect any rights of Buyer under Section
      9.2
      and
Article
      11.
      During
      the same period, Company and Seller shall also promptly notify Buyer of the
      occurrence of any Breach of any covenant of Company or Seller or of the
      occurrence of any event that may make the satisfaction of the conditions set
      forth in Article
      7
      impossible or unlikely.

    


    SECTION
      5.7 NO NEGOTIATION. Until such time as this Agreement shall have been terminated
      pursuant to Section
      9.1,
      neither
      Company nor Seller shall directly or indirectly solicit, initiate, encourage
      or
      entertain any inquiries or proposals from, discuss or negotiate with, provide
      any nonpublic information to or consider the merits of any inquiries or
      proposals from any Person (other than Buyer) relating to any business
      combination transaction involving Company, including but not limited to the
      sale
      by Seller of any shares of Company, the merger or consolidation of Company
      or
      the sale of Company's business or any of its Assets (other than in the Ordinary
      Course of Business). Company and Seller shall notify Buyer of any such inquiry
      or proposal within twenty-four (24) hours of receipt or awareness of the same
      by
      Company or Seller.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SECTION
      5.8 BEST EFFORTS. Company and Seller shall use their Best Efforts to cause
      the
      conditions in Article
      7
      and
Section
      8.3
      to be
      satisfied.

    


    SECTION
      5.9 PAYMENT OF LIABILITIES. Company shall pay or otherwise satisfy in the
      Ordinary Course of Business all of its Liabilities and obligations.


    


    SECTION
      5.10 COOPERATION WITH RESPECT TO FINANCIAL REPORTING. After the date of this
      Agreement, Seller and Company shall reasonably cooperate with Buyer in
      connection with Buyer's preparation of financial statements and other
      information required for Buyer’s filings with the SEC under the Exchange Act,
      including but not limited to, Buyer’s Form 8-K that is to be filed with the SEC
      pursuant to the Exchange Act in connection with the Closing.

    


    SECTION
      5.11 TRANSFER
      OF REAL PROPERTY. On or before the Closing, Company and Seller shall cause
      the
      transfer of all rights, title and interest in the Real Property from the owners
      thereof to the Company, without any additional consideration payable therefore
      by Buyer, as provided in Section
      3.7.
       

    


    ARTICLE
      VI

    ADDITIONAL
      COVENANTS OF BUYER

    


    SECTION
      6.1 BEST EFFORTS. Buyer shall use its Best Efforts to cause the conditions
      in
Article
      8
      and
Section
      7.4
      to be
      satisfied.

    


    ARTICLE
      VII

    CONDITIONS
      PRECEDENT TO BUYER’S OBLIGATION TO CLOSE

    


    Buyer's
      obligation to purchase the Purchase Shares and to take the other actions
      required to be taken by Buyer at the Closing is subject to the satisfaction,
      at
      or prior to the Closing, of each of the following conditions (any of which
      may
      be waived by Buyer, in whole or in part):

    


    SECTION
      7.1 RECEIPT
      OF FINANCIAL STATEMENTS. Company shall have provided Buyer with Company’s ’s
      Financial Statements at least three days prior to closing but in no event later
      than June 30, 2008 unless extended by the mutual consent of the parties. The
      Financial Statements shall be true and correct and not contain any untrue
      statement of a material fact or omit to state any material fact necessary to
      make the statements therein not misleading. 

    


    SECTION
      7.2 ACCURACY OF REPRESENTATIONS. All of Seller’s and Company’s representations
      and warranties in this Agreement (considered collectively), and each of these
      representations and warranties (considered individually), shall have been
      accurate in all material respects as of the date of this Agreement, and shall
      be
      accurate in all material respects as of the time of the Closing as if then
      made,
      without giving effect to any supplement provided by Seller or Company to Buyer
      pursuant to Section
      5.6.

    


    SECTION
      7.3 COMPANY'S PERFORMANCE. All of the covenants and obligations that Company
      and
      Seller are required to perform or with which Company and Seller are required
      to
      comply pursuant to this Agreement at or prior to the Closing (considered
      collectively), and each of these covenants and obligations (considered
      individually), shall have been duly performed and complied with in all material
      respects.

    


    SECTION
      7.4 CONSENTS. Each of the Consents identified in a schedule to be provided
      by
      Buyer to Company and Seller on or before the Compliance Date (the "Material
      Consents") shall have been obtained and shall be in full force and
      effect.

    


    SECTION
      7.5 ADDITIONAL DOCUMENTS. Company and Seller shall have caused the documents
      and
      instruments required by Section
      2.3(a)
      and the
      following documents to be delivered (or tendered subject only to Closing) to
      Buyer:

    


    (a) The
      charter and foundation documents of Company and any amendments thereto, duly
      certified as of a recent date by the appropriate officials of the jurisdiction
      of Company's ’s organization; 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (b) If
      requested by Buyer, any Consents or other instruments that may be required
      to
      permit Buyer's qualification in each jurisdiction in which Company is licensed
      or qualified to do business as a foreign corporation under the name "Protech” or
“Protech Biosystems” or any derivative thereof;

    


    (c) Releases
      of all Encumbrances on the Assets, if any;

    


    (d) Certificates
      dated as of a date not earlier than the third Business Day prior to the Closing
      as to the good standing of Company, executed by the appropriate officials in
      each jurisdiction in which Company is licensed or qualified to do business
      as a
      foreign corporation; and

    


    (e) Such
      other documents as Buyer may request for the purpose of: (i) evidencing the
      accuracy of any of Company's or Seller’s representations and warranties; (ii)
      evidencing the performance by Company or Seller of, or the compliance by Company
      or Seller with, any covenant or obligation required to be performed or complied
      with by Company or Seller; (iii) evidencing the satisfaction of any condition
      referred to in this Article
      7;
      or (iv)
      otherwise facilitating the consummation or performance of any of the
      Contemplated Transactions.

    


    SECTION
      7.6 NO PROCEEDINGS. Since the date of this Agreement, there shall not have
      been
      commenced or threatened against Buyer, or against any Related Person of Buyer,
      any Proceeding (a) involving any challenge to, or seeking Damages or other
      relief in connection with, any of the Contemplated Transactions or (b) that
      may
      have the effect of preventing, delaying, making illegal, imposing limitations
      or
      conditions on or otherwise interfering with any of the Contemplated
      Transactions.

    


    SECTION
      7.7 NO CONFLICT. Neither the consummation nor the performance of any of the
      Contemplated Transactions will, directly or indirectly (with or without notice
      or lapse of time), contravene or conflict with or result in a violation of
      or
      cause Buyer or any Related Person of Buyer to suffer any adverse consequence
      under (a) any applicable Legal Requirement or Order or (b) any Legal Requirement
      or Order that has been published, introduced or otherwise proposed by or before
      any Governmental Body. 

    


    SECTION
      7.8 GOVERNMENTAL AUTHORIZATIONS. Buyer shall have received such Governmental
      Authorizations as are necessary or desirable to allow Buyer to operate the
      Company’s business from and after the Closing including the RBI/FIBI approvals.


    


    SECTION
      7.9 DUE DILIGENCE; SATISFACTION WITH DUE DILIGENCE.

    


    (a) Seller
      and the Company shall have provided to the Company the information required
      to
      be set forth in the schedules referred to in the relevant provisions of this
      Agreement or otherwise required to be disclosed or provided to Buyer pursuant
      to
      this Agreement. 

    


    (b) Buyer
      shall have completed its legal, accounting, and business due diligence of the
      Company and the results thereof shall be satisfactory to Buyer in its sole
      and
      absolute discretion. 

    


    SECTION
      7.10 OTHER INFORMATION REQUIRED FOR SEC. Company and Seller shall have prepared
      and delivered to Buyer any other information from Company or Seller required
      to
      be filed pursuant to the Exchange Act with the SEC by Buyer in connection with
      the Closing.

    


    SECTION
      7.11 SECURITIES LAW MATTERS. The offer and issuance of the Consideration Shares
      shall not be in violation of the applicable federal or state securities laws.
      

    


    SECTION
      7.12 TRANSFER
      OF REAL PROPERTY. On or before the Closing, Company and Seller shall have caused
      the transfer of all rights, title and interest in the Real Property from the
      owners thereof to Buyer, without any additional consideration payable therefore
      by Buyer, as provided in Section
      3.7.
       

    


    ARTICLE
      VIII

    CONDITIONS
      PRECEDENT TO SELLER’S AND COMPANY’S OBLIGATION TO CLOSE

    


    Seller’s
      obligation to sell the Purchase Shares and to take the other actions required
      to
      be taken by Seller at the Closing, and Company’s obligation to take such actions
      required by Company at the Closing, is subject to the satisfaction, at or prior
      to the Closing, of each of the following conditions (any of which may be waived
      by Seller and Company in whole or in part):

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SECTION
      8.1 ACCURACY OF REPRESENTATIONS. All of Buyer's representations and warranties
      in this Agreement (considered collectively), and each of these representations
      and warranties (considered individually), shall have been accurate in all
      material respects as of the date of this Agreement and shall be accurate in
      all
      material respects as of the time of the Closing as if then made.

    


    SECTION
      8.2 BUYER’S PERFORMANCE. All of the covenants and obligations that Buyer is
      required to perform or with which Buyer is required to comply pursuant to
      this Agreement at or prior to the Closing (considered collectively), and each
      of
      these covenants and obligations (considered individually), shall have been
      performed and complied with in all material respects.

    


    SECTION
      8.3 CONSENTS. Each of the Consents identified in a schedule to be provided
      by
      Company and Seller to Buyer on or before the Compliance Date shall have been
      obtained and shall be in full force and effect.

    


    SECTION
      8.4 ADDITIONAL DOCUMENTS. Buyer shall have caused the documents and instruments
      required by Section
      2.3(b)
      and the
      following documents to be delivered (or tendered subject only to Closing) to
      Company and Seller as well as such other documents as Company and Seller may
      reasonably request for the purpose of (i) evidencing the accuracy of any
      representation or warranty of Buyer, (ii) evidencing the performance by Buyer
      of, or the compliance by Buyer with, any covenant or obligation required to
      be
      performed or with which Buyer is required to comply or (iii) evidencing the
      satisfaction of any condition referred to in this Article
      8.

       

    SECTION
      8.5 NO INJUNCTION. No Legal Requirement, injunction or other Order shall be
      in
      effect that (a) prohibits the consummation of the Contemplated Transactions
      and
      (b) has been adopted or issued, or has otherwise become effective, since the
      date of this Agreement.

    


    ARTICLE
      IX

    TERMINATION

    


    SECTION
      9.1 TERMINATION EVENTS. By written notice given prior to or at the Closing,
      subject to Section
      9.2,
      this
      Agreement may be terminated by the Party or Parties referenced below as
      follows:

    


    (a) by
      Buyer,
      if Company or Seller is in material Breach of any representation, warranty,
      covenant, or agreement of such Party contained in this Agreement, or any such
      representation or warranty shall have become untrue (unless such Breach results
      primarily from Buyer breaching any representation, warranty, covenant or
      agreement in this Agreement), and such Breach has not been waived by Buyer
      or
      rectified within five(5) days;

    


    (b) by
      Buyer,
      if Buyer shall have not received from Company the Company’s Financial Statements
      on or before June 30, 2008 unless extended by the mutual consent of the parties;
      

    


    (c) by
      Buyer,
      if Buyer shall have not received from Seller or the Company the information
      required to be set forth in the schedules referred to in the relevant provisions
      of this Agreement or otherwise required to be disclosed or provided to Buyer
      pursuant to this Agreement, and Buyer has not granted an extension of time
      to
      Seller or Company; 

    


    (d) by
      Buyer,
      if Buyer shall have completed its legal, accounting, and business due diligence
      of the Company, and the results thereof are not deemed satisfactory to Buyer
      in
      its sole and absolute discretion; 

    


    (e) by
      Buyer,
      if any condition in Article
      7
      has not
      been satisfied as of the End Date, other than the Company’s obligation to
      provide Financial Statements which must be satisfied on or before June 30,
      2008
      unless Buyer grants an extension to Seller or Company, as applicable, (unless
      the failure results primarily from Buyer breaching any representation, warranty,
      covenant, or agreement contained in this Agreement), and Buyer has not waived
      such condition on or before such date or rectified within five(5) days;


    


    (f) by
      Seller, if Buyer is in material Breach of any representation, warranty,
      covenant, or agreement of Buyer, or any such representation or warranty shall
      have become untrue (unless such Breach results primarily from Seller or Company
      breaching any representation, warranty, covenant or agreement in this
      Agreement), and such Breach has not been waived by Seller
      or Company;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (g) by
      Seller, if any condition in Article
      8
      has not
      been satisfied as of the End Date (unless the failure results primarily from
      Seller or Company breaching any representation, warranty, or covenant contained
      in this Agreement), and Company and Seller have not waived such condition on
      or
      before such date;

    


    (h) by
      mutual
      consent of Buyer, Seller, and Company; or

    


    (i) by
      Buyer,
      if the Closing has not occurred on or before July 31, 2008 or Buyer has not
      extended the date for the Closing. 

     

    SECTION
      9.2 EFFECT OF TERMINATION. Each party's right of termination under Section
      9.1
      is in
      addition to any other rights it may have under this Agreement, at law or in
      equity, and the exercise of such right of termination will not be an election
      of
      remedies to the exclusion of any others. If this Agreement is terminated
      pursuant to Section
      9.1,
      all
      obligations of the parties under this Agreement will terminate, except that
      the
      obligations of the parties in this Section
      9.2
      and
Articles
      12
      and
13
      will
      survive; provided, however, that, if this Agreement is terminated because of
      a
      Breach of this Agreement by the non-terminating party or because one or more
      of
      the conditions to the terminating party's obligations under this Agreement
      is
      not satisfied as a result of the non-terminating party's failure to comply
      with
      its obligations under this Agreement, the terminating party's right to pursue
      all legal remedies will survive such termination unimpaired.

    


    ARTICLE
      X

    ADDITIONAL
      COVENANTS

    


    SECTION
      10.1 FURTHER ASSURANCES. From and after the date hereof, and continuing after
      the Closing, the parties shall cooperate reasonably with each other and with
      their respective Representatives in connection with any steps required to be
      taken as part of their respective obligations under this Agreement, and shall
      (a) furnish upon request to each other any further information that any party
      hereto may reasonably require; (b) execute and deliver to each other party
      such
      other documents as such other parties may reasonably require; and (c) do such
      other acts and things as the other parties may reasonably request for the
      purpose of carrying out the intent of this Agreement and the Contemplated
      Transactions.

    


    SECTION
      10.2 POST-CLOSING SEC FILINGS. As soon as practicable following the Closing,
      Buyer shall cause the transactions contemplated hereunder to be memorialized
      and
      disclosed by making all filings or recordings required under applicable law.
      Seller hereby covenants and agrees to aid Buyer, as specifically requested
      by
      Buyer, in preparing and making such filings or recordings. 

    


    SECTION
      10.3 SOUTHEASTERN FINANCIAL HOLDINGS, LLC. Sellers acknowledge that SOUTHEASTERN
      FINANCIAL HOLDINGS, LLC, and/or its wholly owned subsidiary BASIS FINANCIAL,
      LLC, has provided, or will be providing financial consulting services to Buyer
      relating to the contemplated acquisition transactions.  

    


    SECTION
      10.4. The Existing Shareholders of the Buyer(s) and the Seller(s), once they
      are
      allotted the Consideration Shares, shall enter into a Shareholders’ Agreement in
      the form satisfactory to the parties, which is annexed to this document as
      Exhibit A

    


    SECTION
      10.5. The
      Buyer
      and Dr. Sanjiw shall enter into an Employment Agreement in the form satisfactory
      to the parties, which is annexed to this document as Exhibit B

    


    SECTION
      10.6. The Buyer shall enter into a Consultancy
      Agreement with Basis Financial, LLC, in the form satisfactory to the parties,
      which annexed to this document as Exhibit C

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    ARTICLE
      XI

    INDEMNIFICATION;
      REMEDIES

    


    SECTION
      11.1 SURVIVAL.

    


    (a)
       All
      representations, warranties, covenants and obligations in this Agreement, the
      schedules or other documentation provided pursuant to this Agreement, any
      supplements thereto, the certificates delivered pursuant to Section
      2.3,
      and any
      other certificate or document delivered pursuant to this Agreement shall survive
      the Closing and the consummation of the Contemplated Transactions until the
      expiration of their respective statutes of limitations. 

    


    (b)
       The
      right
      to indemnification, reimbursement or other remedy based upon such
      representations, warranties, covenants and obligations shall not be affected
      by
      any investigation (including any environmental investigation or assessment)
      conducted with respect to, or any Knowledge acquired (or capable of being
      acquired) at any time, whether before or after the execution and delivery of
      this Agreement or the Closing Date, with respect to the accuracy or inaccuracy
      of or compliance with any such representation, warranty, covenant or obligation.
      The waiver of any condition based upon the accuracy of any representation or
      warranty, or upon the performance of or compliance with any covenant or
      obligation, will not affect the right to indemnification, reimbursement or
      other
      remedy based upon such representations, warranties, covenants and
      obligations.

    


    SECTION
      11.2 INDEMNIFICATION AND REIMBURSEMENT BY SELLER. Seller and Company shall,
      jointly and severally, indemnify and hold harmless Buyer, and its
      Representatives, shareholders, directors, officers, employees, agents,
      subsidiaries, and affiliates (collectively, the "Buyer Indemnified Persons"),
      and shall reimburse the Buyer Indemnified Persons for any loss, Liability,
      claim, damage, expense (including costs of investigation and defense and
      reasonable attorneys' fees and expenses) or diminution of value, whether or
      not
      involving a Third Party Claim (collectively, "Damages"), arising from or in
      connection with:

    


    (a)
       any
      Breach of any representation or warranty made by Seller or Company in this
      Agreement and any other certificate, document, writing or instrument delivered
      by Seller or Company pursuant to this Agreement; 

      

    (b)
       any
      Breach of any covenant or obligation of Seller or Company in this Agreement
      or
      in any other certificate, document, writing or instrument delivered by Seller
      or Company pursuant to this Agreement; 

    


    (c)
       any
      Liability arising out of the operation of Company or the business or Assets
      of
      Company prior to the Closing Date; 

    


    (d)
       any
      product or any services sold, included in Inventory, or otherwise provided
      by,
      Company , in whole or in part, prior to the Closing Date, including claims
      for
      Breach of warranty or product Liability;

    


    (e)
       any
      Liability under any Company Contract entered into prior to the Closing
      Date;

    


    (f)
       any
      Liability for Taxes, including (i) any Taxes arising as a result of the
      Company's ’s operation of its Business or ownership of its Assets prior to the
      Closing Date, and (ii) any Taxes that will arise as a result of the sale of
      the
      Purchase Shares pursuant to this Agreement;

    


    (g)
       any
      Liability relating to payroll, vacation, sick leave, workers' compensation,
      unemployment benefits, pension benefits, employee stock option or profit-sharing
      plans, health care plans or benefits or any other employee plans or benefits
      of
      any kind for Company's ’s employees or former employees or both;


    


    (h)
       any
      Liability relating to the payment of all wages and other remuneration due to
      any
      Company employees with respect to their services as employees of Company through
      the close of business on the Closing Date, including pro rata bonus payments
      and
      all vacation pay earned prior to the Closing Date and the payment of any
      termination or severance payments. 

    


    (i)
       any
      Liability arising out of any Proceeding commenced after the Closing Date and
      arising out of or relating to any occurrence or event happening prior to the
      Closing Date, and any Liability under any Company Contract that arises after
      the
      Closing but that arises out of or relates to any Breach that occurred prior
      to
      the Closing, and any such other Liability;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (j)
       any
      Liability arising out of or resulting from Company's ’s compliance or
      noncompliance with any Legal Requirement or Order of any Governmental Body;
      

    


    (k)
       any
      Liability of Company under this Agreement or any other document executed in
      connection with the Contemplated Transactions; and

    


    (l)
       any
      Liability of Company based upon Seller’s acts or omissions occurring after
      the Closing Date.

    


    SECTION
      11.3 INDEMNIFICATION AND REIMBURSEMENT BY BUYER. Buyer will indemnify and hold
      harmless Seller and Company, and will reimburse Seller and Company, for any
      Damages arising from or in connection with:

    


    (a) any
      Breach of any representation or warranty made by Buyer in this Agreement or
      in
      any certificate, document, writing or instrument delivered by Buyer pursuant
      to
      this Agreement; or

    


    (b) any
      Breach of any covenant or obligation of Buyer in this Agreement or in any other
      certificate, document, writing or instrument delivered by Buyer pursuant to
      this
      Agreement.

    


    SECTION
      11.4 THIRD-PARTY CLAIMS.

     

    (a) Promptly
      after receipt by a Person entitled to indemnity under Section
      11.2
      or
11.3
      (an
      "Indemnified Person") of notice of the assertion of a Third-Party Claim against
      it, such Indemnified Person shall give notice to the Person obligated to
      indemnify it under such Section (an "Indemnifying Person") of the assertion
      of
      such Third-Party Claim, provided that the failure to notify the Indemnifying
      Person will not relieve the Indemnifying Person of any liability that it may
      have to any Indemnified Person, except to the extent that the Indemnifying
      Person demonstrates that the defense of such Third-Party Claim is prejudiced
      by
      the Indemnified Person's failure to give such notice.

    


    (b) If
      an
      Indemnified Person gives notice to the Indemnifying Person pursuant to
Section
      11.4(a)
      of the
      assertion of a Third-Party Claim, the Indemnifying Person shall be entitled
      to
      participate in the defense of such Third-Party Claim and, to the extent that
      it
      wishes (unless (i) the Indemnifying Person is also a Person against whom the
      Third-Party Claim is made and the Indemnified Person determines in good faith
      that joint representation would be inappropriate or (ii) the Indemnifying Person
      fails to provide reasonable assurance to the Indemnified Person of its financial
      capacity to defend such Third-Party Claim and to provide indemnification with
      respect to such Third-Party Claim), to assume the defense of such Third-Party
      Claim with counsel satisfactory to the Indemnified Person. After notice from
      the
      Indemnifying Person to the Indemnified Person of its election to assume the
      defense of such Third-Party Claim, the Indemnifying Person shall not, so long
      as
      it diligently conducts such defense, be liable to the Indemnified Person under
      this Article
      11
      for any
      fees of other counsel or any other expenses with respect to the defense of
      such
      Third-Party Claim, in each case subsequently incurred by the Indemnified Person
      in connection with the defense of such Third-Party Claim, other than reasonable
      costs of investigation. If the Indemnifying Person assumes the defense of a
      Third-Party Claim, (i) such assumption will conclusively establish for purposes
      of this Agreement that the claims made in that Third-Party Claim are within
      the
      scope of and subject to indemnification, and (ii) no compromise or settlement
      of
      such Third-Party Claims may be effected by the Indemnifying Person without
      the
      Indemnified Person's Consent unless (A) there is no finding or admission of
      any
      violation of Legal Requirement or any violation of the rights of any Person;
      (B)
      the sole relief provided is monetary damages that are paid in full by the
      Indemnifying Person; and (C) the Indemnified Person shall have no liability
      with
      respect to any compromise or settlement of such Third-Party Claims effected
      without its Consent. If notice is given to an Indemnifying Person of the
      assertion of any Third-Party Claim and the Indemnifying Person does not, within
      ten (10) days after the Indemnified Person's notice is given, give notice to
      the
      Indemnified Person of its election to assume the defense of such Third-Party
      Claim, the Indemnifying Person will be bound by any determination made in such
      Third-Party Claim or any compromise or settlement effected by the Indemnified
      Person.

    


    (c) Notwithstanding
      the foregoing, if an Indemnified Person determines in good faith that there
      is a
      reasonable probability that a Third-Party Claim may adversely affect it or
      its
      Related Persons other than as a result of monetary damages for which it would
      be
      entitled to indemnification under this Agreement, the Indemnified Person may,
      by
      notice to the Indemnifying Person, assume the exclusive right to defend,
      compromise or settle such Third-Party Claim, but the Indemnifying Person will
      not be bound by any determination of any Third-Party Claim so defended for
      the
      purposes of this Agreement or any compromise or settlement effected without
      its
      Consent (which may not be unreasonably withheld).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (d) Notwithstanding
      the provisions of Section
      13.4,
      Company
      and Seller hereby consent to the nonexclusive jurisdiction of any court in
      which
      a Proceeding in respect of a Third-Party Claim is brought against any Buyer
      Indemnified Person for purposes of any claim that a Buyer Indemnified Person
      may
      have under this Agreement with respect to such Proceeding or the matters alleged
      therein and agree that process may be served on Company and Seller with respect
      to such a claim anywhere in the world.

    


    (e) With
      respect to any Third-Party Claim subject to indemnification under this
Article
      11:
      (i)
      both the Indemnified Person and the Indemnifying Person, as the case may be,
      shall keep the other Person fully informed of the status of such Third-Party
      Claim and any related Proceedings at all stages thereof where such Person is
      not
      represented by its own counsel, and (ii) the parties agree (each at its own
      expense) to render to each other such assistance as they may reasonably require
      of each other and to cooperate in good faith with each other in order to ensure
      the proper and adequate defense of any Third-Party Claim.

    


    (f) With
      respect to any Third-Party Claim subject to indemnification under this
Article
      11,
      the
      parties agree to cooperate in such a manner as to preserve in full (to the
      extent possible) the confidentiality of all Confidential Information and the
      attorney-client and work-product privileges. In connection therewith, each
      party
      agrees that: (i) it will use its Best Efforts, in respect of any Third-Party
      Claim in which it has assumed or participated in a defense, to avoid production
      of Confidential Information (consistent with applicable law and rules of
      procedure), and (ii) all communications between any party hereto and counsel
      responsible for or participating in the defense of any Third-Party Claim shall,
      to the extent possible, be made so as to preserve any applicable attorney-client
      or work-product privilege.

    


    SECTION
      11.5 OTHER CLAIMS. A claim for indemnification for any matter not involving
      a
      Third-Party Claim may be asserted by notice to the party from whom
      indemnification is sought and shall be paid promptly after such
      notice.

    


    SECTION
      11.6 INDEMNIFICATION DESPITE NEGLIGENCE, STRICT LIABILITY OR LIABILITY WITHOUT
      FAULT.

    


    IT
      IS THE
      EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH PARTY TO BE INDEMNIFIED
      PURSUANT TO THIS ARTICLE 11 SHALL BE INDEMNIFIED AND HELD HARMLESS FROM AND
      AGAINST ALL INDEMNIFIED LOSSES AS TO WHICH INDEMNITY IS PROVIDED FOR UNDER
      THIS
      ARTICLE 11 NOTWITHSTANDING THAT ANY SUCH INDEMNIFIED LOSSES ARISE OUT OF OR
      RESULT FROM THE (I) THE ORDINARY, STRICT, SOLE, OR CONTRIBUTORY NEGLIGENCE,
      OR
      (II) STRICT LIABILITY (OR OTHER LIABILITY WITHOUT FAULT) OF SUCH PARTY AND
      REGARDLESS OF WHETHER ANY OTHER PARTY (INCLUDING ANOTHER PARTY TO THIS
      AGREEMENT) IS OR IS NOT ALSO NEGLIGENT OR OTHERWISE LIABLE WITH RESPECT TO
      THE
      MATTER IN QUESTION. 

    


    ARTICLE
      XII

    CONFIDENTIALITY

    


    SECTION
      12.1 CONFIDENTIAL INFORMATION.

    


    (a) Each
      Party agrees that, unless and until the Closing has been consummated, each
      Party
      will hold in strict confidence, and will not use to the detriment of any other
      Party, any data and information obtained in connection with this Agreement
      or
      the Contemplated Transactions, except insofar as this data and information
      may
      be required by law to be included in documents required to be filed by Buyer
      with the SEC under the Exchange Act and the rules and regulations promulgated
      thereunder or may be required in connection with financing efforts undertaken
      by
      or on behalf of Buyer.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (b) "Confidential
      Information" means all items, materials and information which belong to a Party
      and are not generally known to the public that has been or may hereafter be
      disclosed to the other Party(ies) by such Party or by the directors, officers,
      employees, agents, consultants, advisors or other representatives, including
      legal counsel, accountants and financial advisors of such Party, irrespective
      of
      the form of the disclosure. Confidential Information is intended to be
      interpreted broadly and includes trade secrets and other proprietary or
      confidential information concerning the business and affairs of a Party, product
      specifications, data, know-how, formulae, compositions, processes, designs,
      sketches, photographs, graphs, drawings, samples, inventions and ideas, past,
      current, and planned research and development, current and planned manufacturing
      or distribution methods and processes, customer lists, current and anticipated
      customer requirements, price lists, supplier lists, market studies, business
      plans, computer software and programs (including object code and source code),
      computer software and database technologies, systems, structures and
      architectures (and related processes, formulae, composition, improvements,
      devices, know-how, inventions, discoveries, concepts, ideas, designs, methods
      and information); financial statements, financial projections and budgets,
      historical and projected sales, capital spending budgets and plans, the names
      and backgrounds of key personnel, and personnel training techniques and
      materials. Confidential Information also includes all notes, analyses,
      compilations, studies, summaries and other material containing or based, in
      whole or in part, upon any Confidential Information.

     

    ARTICLE
      XIII

    GENERAL
      PROVISIONS

    


    SECTION
      13.1 EXPENSES. Except as otherwise provided in this Agreement, each Party to
      this Agreement will bear its own fees and expenses incurred in connection with
      the preparation, negotiation, execution and performance of this Agreement and
      the Contemplated Transactions, including all fees and expenses of its
      Representatives. If this Agreement is terminated, the obligation of each Party
      to pay its own fees and expenses will be subject to any rights of such Party
      arising from a Breach of this Agreement by another Party.

    


    SECTION
      13.2 PUBLIC ANNOUNCEMENTS. Any public announcement, press release or similar
      publicity with respect to this Agreement or the Contemplated Transactions will
      be issued, if at all, at such time and in such manner as Buyer determines.
      Except with the prior consent of Buyer or as permitted by this Agreement,
      neither Company, Seller nor any of their Representatives shall disclose to
      any
      Person (a) the fact that any confidential information of Company or Seller
      has
      been disclosed to Buyer or its Representatives, that Buyer or its
      Representatives have inspected any portion of the Confidential Information
      of
      Company or Seller, that any Confidential Information of Buyer has been disclosed
      to Company, Seller or their Representatives or that Company, Seller or their
      Representatives have inspected any portion of the Confidential Information
      of
      Buyer or (b) any information about the Contemplated Transactions, including
      the
      status of such discussions or negotiations, the execution of any documents
      (including this Agreement) or any of the terms of the Contemplated Transactions
      or the related documents (including this Agreement). Company, Seller and Buyer
      will consult with each other concerning the means by which Company's employees,
      customers, suppliers and others having dealings with Company will be informed
      of
      the Contemplated Transactions, and Buyer will have the right to be present
      for
      any such communication.

    


    SECTION
      13.3 NOTICES. All notices, Consents, waivers and other communications required
      or permitted by this Agreement shall be in writing and shall be deemed given
      to
      a party when (a) delivered to the appropriate address by hand (with written
      confirmation of receipt) or by nationally recognized overnight courier service
      (costs prepaid); (b) sent by facsimile with confirmation of transmission by
      the
      transmitting equipment; or (c) sent to the addressee by certified mail, return
      receipt requested, in each case to the following addresses or facsimile numbers
      (or to such other address, facsimile number, e-mail address or Person as a
      party
      may designate by notice to the other parties):

     

    
      	Company	
              Protech
                Biosystems Pvt. Ltd.

            


    

    F-1194

    Chittaranjan
      Park

    New
      Delhi, Delhi 110019

    


    
      	Seller(s):	
              1)
                Sanjiw
                Kumar Singh

            


    

    E.
      786
      C.R. Park

    New
      Delhi, India 110019 

     

    2)
      Raju
      Kumar Singh

    E.
      786
      C.R. Park

    New
      Delhi, India 110019

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    3)
      Rana
      Rajesh Kumar

    E.
      786
      C.R. Park

    New
      Delhi, India 110019

    


    
      	Buyer:	
              SFH
                I ACQUISITION CORP.

            


    

    3363
      NE
      163rd
      Street
      Suite 705

    North
      Miami Beach, Florida 33160

    


    SECTION
      13.4 RESOLUTION OF DISPUTES.

    


    (a) In
      the
      event that any dispute, controversy or claim arising out of or relating to
      this
      Agreement or the breach, termination or validity thereof should arise between
      the Parties (a “Dispute”), the Party wishing to declare a Dispute shall deliver
      to the other Party(ies) a written notice identifying the disputed
      issue.

     

    (b) Any
      Party
      may give the other Party(ies) written notice of any Dispute not resolved in
      the
      normal course of business. Executives of the Parties shall meet at a mutually
      acceptable time and place within ten (10) Business Days after delivery of such
      notice and thereafter as often as they reasonably deem necessary, to exchange
      relevant information and to attempt to resolve the Dispute. In such meetings
      and
      exchanges, a Party shall have the right to designate as confidential any
      information that such Party offers. If the matter has not been resolved in
      the
      aforementioned manner within thirty (30) Days of the disputing Party’s notice
      having been issued, or if the Parties fail to meet within ten (10) Business
      Days
      as required above, any of the Parties may initiate legal action in Miami-Dade
      County, Florida in either the state or federal court. By entering into this
      Agreement, both parties agree to the jurisdiction of the state and federal
      courts located in Miami-Dade County, Florida. This Agreement shall be
      interpreted, enforced and governed by the laws of the  State
      of
      Florida without regard to principals of conflict or choice of laws.


    


    In
      the
      event of any litigation arising out of this Agreement, the prevailing party
      shall be entitled to recover all costs including attorneys’ fees. 

    


    SECTION
      13.5 ENFORCEMENT OF AGREEMENT. Company and Seller acknowledge and agree that
      Buyer will be irreparably damaged if any of the provisions of this Agreement
      are
      not performed in accordance with their specific terms and that any Breach of
      this Agreement by Company or Seller will be incapable of being adequately
      compensated by monetary damages alone. In addition to any other right or remedy,
      any Party shall be entitled to enforce any provision of this Agreement by a
      decree of specific performance and by temporary, and permanent injunctive
      relief to prevent Breaches or threatened Breaches of any of the provisions
      of
      this Agreement, without posting any bond or other undertaking.

    


    SECTION
      13.6 WAIVER; REMEDIES CUMULATIVE. The rights and remedies of the Parties are
      cumulative and not alternative. Neither any failure nor any delay by any Party
      in exercising any right, power or privilege under this Agreement or any of
      the
      documents referred to in this Agreement will operate as a waiver of such right,
      power or privilege, and no single or partial exercise of any such right, power
      or privilege will preclude any other or further exercise of such right, power
      or
      privilege or the exercise of any other right, power or privilege. To the maximum
      extent permitted by applicable law, (a) no claim or right arising out of this
      Agreement or any of the documents referred to in this Agreement can be
      discharged by one Party, in whole or in part, by a waiver or renunciation of
      the
      claim or right unless in writing signed by the other Parties; (b) no waiver
      that
      may be given by a Party will be applicable except in the specific instance
      for
      which it is given; and (c) no notice to or demand on one Party will be deemed
      to
      be a waiver of any obligation of that Party or of the right of the Party giving
      such notice or demand to take further action without notice or demand as
      provided in this Agreement or the documents referred to in this
      Agreement.

    


    SECTION
      13.7 ENTIRE AGREEMENT AND MODIFICATION. This Agreement supersedes all prior
      agreements, whether written or oral, between the Parties with respect to its
      subject matter (including any letter of intent and any confidentiality agreement
      between Buyer, on the one hand, and Seller or Company, on the other hand) and
      constitutes (along with the schedules, Exhibits and other documents delivered
      pursuant to this Agreement) a complete and exclusive statement of the terms
      of
      the agreement between the parties with respect to its subject matter. This
      Agreement may not be amended, supplemented, or otherwise modified except by
      a
      written agreement executed by the Party to be charged with the
      amendment.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SECTION
      13.8 SCHEDULES.

    


    (a) The
      information contained in the schedules or other written disclosures constitute
      (i) exceptions to particular representations, warranties, covenants and
      obligations of Seller and Company as set forth in this Agreement or (ii)
      descriptions or lists of Assets and Liabilities and other items referred to
      in
      this Agreement. If there is any inconsistency between the statements in this
      Agreement and those in the schedules or other written disclosures (other than
      an
      exception expressly set forth as such in the schedules or other written
      disclosures with respect to a specifically identified representation or
      warranty), the statements in this Agreement will prevail.

    


    (b) The
      statements in the schedules or other written disclosures, and those in any
      supplement thereto, relate only to the provisions in the Section of this
      Agreement to which they expressly relate and not to any other provision in
      this
      Agreement.

    


    SECTION
      13.9 ASSIGNMENTS, SUCCESSORS AND NO THIRD-PARTY RIGHTS. No Party may assign
      any
      of its rights or delegate any of its obligations under this Agreement without
      the prior written consent of the other Parties, and any such attempted
      assignment shall be null and void and of no force or effect. Subject to the
      preceding sentence, this Agreement will apply to, be binding in all respects
      upon and inure to the benefit of the successors and permitted assigns of the
      Parties. Nothing expressed or referred to in this Agreement will be construed
      to
      give any Person other than the parties to this Agreement any legal or equitable
      right, remedy or claim under or with respect to this Agreement or any provision
      of this Agreement, except such rights as shall inure to a successor or permitted
      assignee pursuant to this Section
      13.9.

    


    SECTION
      13.10 SEVERABILITY. If any provision of this Agreement is held invalid or
      unenforceable by any court of competent jurisdiction, the other provisions
      of
      this Agreement will remain in full force and effect. Any provision of this
      Agreement held invalid or unenforceable only in part or degree will remain
      in
      full force and effect to the extent not held invalid or
      unenforceable.

    


    SECTION
      13.11 CONSTRUCTION. The headings of Articles and Sections in this Agreement
      are
      provided for convenience only and will not affect its construction or
      interpretation. All references to "Articles," "Sections," and “Exhibits” refer
      to the corresponding Articles, Sections, and Exhibits of this
      Agreement.

    


    SECTION
      13.12 TIME OF ESSENCE. With regard to all dates and time periods set forth
      or
      referred to in this Agreement, time is of the essence.

     

    SECTION
      13.13 GOVERNING LAW. This Agreement will be governed by and construed under
      the
      laws of the State of Florida, without regard to conflicts-of-laws rules or
      any
      principles that would require the application of any other law.

    


    SECTION
      13.14 EXECUTION OF AGREEMENT. This Agreement may be executed in one or more
      counterparts, each of which will be deemed to be an original copy of this
      Agreement and all of which, when taken together, will be deemed to constitute
      one and the same instrument. The exchange of copies of this Agreement and of
      signature pages by facsimile transmission shall constitute effective execution
      and delivery of this Agreement as to the parties and may be used in lieu of
      the
      original Agreement for all purposes. Signatures of the parties transmitted
      by
      facsimile shall be deemed to be their original signatures for all
      purposes.

    


    SECTION
      13.15 SELLER AND COMPANY LIABILITY; SELLER’S RELEASE.

    


    (a)
       Wherever
      in this Agreement provision is made for any action to be taken or not taken
      by
      Company, Seller undertakes to cause Company to take or not take such action,
      as
      the case may be. Without limiting the generality of the foregoing, Seller and
      Company shall be jointly and severally liable for the indemnities set forth
      in
Article
      11.

    


    (b)
       The
      Liability of Company prior to Closing shall be joint and several with Seller.
      Upon Closing, Company shall be forever discharged and released from all
      Liabilities hereunder, including any claims of contribution from Seller. In
      addition, in consideration for the Contemplated Transactions, as of the Closing,
      Seller and its directors, officers, shareholders, representatives, heirs,
      executors, successors and assigns (the "Waiving Parties"), release, waive and
      forever discharge, in all capacities, including as shareholder of Company,
      from
      and after the Closing any and all claims, known or unknown, that the Waiving
      Parties ever had, now have or may have against Company and its officers,
      directors, employees or agents in connection with or arising out of any act
      or
      omission of Company or its officers, directors, employees, advisers or agents,
      in such capacity, at or prior to the Closing. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Stock Purchase Agreement as
      of
      the date first written above.

    


    
      	
              BUYER:

            	
              COMPANY:

            
	 	 
	
              SFH
                I ACQUISITION CORP.

            	
              Protech
                Biosystems, Pvt. Ltd.

            
	 	 
	 	 
	 	 
	
              By:________________________

            	
              By:_______________________

            
	
              Name:
                Armen Karapetyan

            	
              Name:

            
	
              Title:
                President

            	
              Title:

            
	 	 
	 	 
	
              SELLING
                SHAREHOLDERS:

            	
              PERCENTAGE
                OF OWNERSHIP

            
	 	 
	
              ______________________

            	 
	
              Mr.
                Sanjiw Kumar Singh

            	
              33.70%

            
	 	 
	 	 
	
              ____________________

            	 
	
              Mr.
                Raju Kumar Singh

            	
              33.15%

            
	 	 
	 	 
	
              ______________________

            	 
	
              Mr.
                Rana Rajesh Kumar

            	
              33.15%

            
	 	 
	 	 
	 	 
	
              TOTAL

            	
              
                100%

              

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SHARE
      EXCHANGE AGREEMENT

    


    SHARE
      EXCHANGE AGREEMENT (the “Agreement”), dated June _____, 2008, by and amongst


    SFH
      I
      Acquisition Corp., a Delaware corporation, incorporated under the laws of U.S.
      and having its registered office at 3363 NE 163rd
      Street
      Suite 705, North Miami Beach, Florida 33160, with authorized capital of 100
      million shares of which 10,793,650 shares are issued and outstanding
      (hereinafter referred to as “Buyer”, which expression shall include its
      successors and permitted assigns). 

    


    
      	
              3.

            	 


    

    
      	 	
              a.

            	
              Sanjiw
                Kumar Singh, son of Sh.
                Uday Pratap Singh
                residing at F-1194 Chittranjan Park, New
                Delhi-110019

            


    

    
      	 	
              b.

            	
              Raju
                Kumar Singh, son of Sh.
                Uday Pratap Singh,
                residing at F-1194 Chittranjan Park, New
                Delhi-110019

            


    

    
      	 	
              c.

            	
              Rana
                Rajesh Kumar, son of Sh.
                Uday Pratap Singh,
                residing at F-1194 Chittranjan Park, New
                Delhi-110019

            


    

    


    (hereinafter
      collectively referred to as “Sellers”, which expression shall include its
      successors, legal heirs, and nominees)

    


    
      	
              4.

            	
              Protech
                Biosystems Pvt. Ltd. an entity organized under the laws of India
                (“Company”), having its registered office at F-1194, Chittaranjan Park,
                New Delhi, Delhi 110019.

            


    

    


    WITNESSETH:
      

    


    WHEREAS,
       Company
      is carrying on the business of
      manufacturing and exporting Pharmaceuticals, Healthcare, cosmetics etc. The
      Authorised Share Capital of the Company is Rs. 50,000,000/-, divided into
      5,000,000 shares of Rs. 10 each. The issued, subscribed and paidup Capital
      of
      the Company is Rs. 600,324, divided into 60,324 shares of Rs. 10
      each

    


    WHEREAS, Sellers
      own one hundred percent (100%) of the issued and paidup shares of the Company
      (the “Purchase Shares”); and

    


    WHEREAS,
       Buyer
      is
      engaged in the business of seeking the acquisition of, or merger with, one
      or
      more existing operating companies desirous of being a publicly held corporation,
      and is registered with the U.S. Securities and Exchange Commission under Section
      12(g) of the Securities Exchange Act of 1934, and has had limited operations
      to
      date; and

    


    WHEREAS,,
      Buyer has an authorized share capital of 100 million shares $0.001 per share
      of
      which 10,793,650 shares are issued and outstanding as of the date of this
      agreement;  

    


    WHEREAS, Buyer
      desires to acquire from Sellers one hundred percent (100%) of the Purchase
      Shares in the Company solely in exchange for six million one hundred thousand
      (6.1 million) shares of the Buyer’s common stock at the of the Closing (the
“Consideration Shares”); and

    


    WHEREAS, Sellers
      desire to sell to Buyer the Purchase Shares, representing a 100% share in
      Company, solely in exchange for the Consideration Shares; and

    


    WHEREAS, Prior
      to
      the date hereof, the respective boards of directors or analogous governing
      body
      of each of Buyer and the Company have determined that it is desirable to effect
      this share exchange and have approved and adopted this Agreement.

    


    NOW
      THEREFORE, in consideration of the mutual covenants and agreements herein,
      and
      other good and valuable consideration, the adequacy, sufficiency and receipt
      of
      which are hereby acknowledged, the parties hereto agree as follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    ARTICLE
      I

    DEFINITIONS
      AND USAGE

    


    SECTION
      1.1 DEFINITIONS. Certain capitalized terms used in this Agreement are defined
      in
Exhibit
      1.1
      attached
      hereto. 

    


    SECTION
      1.2  USAGE.

    


    (a) Interpretation.
      In this
      Agreement, unless a clear contrary intention appears: (i) the singular number
      includes the plural number and vice versa; (ii) reference to any Person includes
      such Person's successors and assigns, if applicable, unless prohibited by this
      Agreement, and reference to a Person in a particular capacity excludes such
      Person in any other capacity or in such Person’s individual capacity; (iii)
      reference to any gender includes each other gender; (iv) reference to any
      agreement, document or instrument means such agreement, document or instrument
      as amended or modified and in effect from time to time in accordance with the
      terms thereof; (v) reference to any Legal Requirement means such Legal
      Requirement as amended, modified, codified, replaced or reenacted, in whole
      or
      in part, and in effect from time to time, including rules and regulations
      promulgated thereunder, and reference to any section or other provision of
      any
      Legal Requirement means that provision of such Legal Requirement from time
      to
      time in effect and constituting the substantive amendment, modification,
      codification, replacement or reenactment of such section or other provision;
      (vi) "hereunder," "hereof," "hereto," and words of similar import shall be
      deemed references to this Agreement as a whole and not to any particular
      Article, Section or other provision hereof; (vii) "including" (and with
      correlative meaning "include") means including without limiting the generality
      of any description preceding such term; (viii) "or" is used in the inclusive
      sense of "and/or"; (ix) with respect to the determination of any period of
      time,
      "from" means "from and including" and "to" means "to but excluding"; and (x)
      references to documents, instruments or agreements shall be deemed to refer
      as
      well to all addenda, exhibits, schedules or amendments thereto.

     

    (b) Accounting
      Terms and Determinations.
      Unless
      otherwise specified herein, all accounting terms used herein shall be
      interpreted and all accounting determinations hereunder shall be made in
      accordance with United States GAAP.

    


    (c) Legal
      Representation of the Parties.
      The
      parties agree that each party was either represented by its own separate and
      independent counsel or had an opportunity to be so represented in connection
      with this Agreement. This Agreement was negotiated by the parties with the
      benefit of legal representation, and any rule of construction or interpretation
      otherwise requiring this Agreement to be construed or interpreted against any
      party shall not apply to any construction or interpretation hereof.

     

    ARTICLE
      II.

    EXCHANGE
      OF SHARES; CONSIDERATION; CLOSING

    


    SECTION
      2.1 THE EXCHANGE. Upon the terms and subject to the conditions of this
      Agreement, at the Closing:

    


    (a) Sellers
      shall sell, transfer, convey and assign to Buyer, and Buyer shall purchase
      from
      Seller, the Purchase Shares, representing a 100% share in Company, and any
      and
      all rights in the Purchase Shares to which Seller is entitled, and by doing
      so
      Seller shall be deemed to have assigned all of its rights, title and interest
      in
      and to the Purchase Shares to Buyer. Attached hereto and marked Exhibit
      A
      is the
      list of shareholders in the Company together with the number of shares of common
      stock each is to receive.

    


    (b) In
      consideration thereof, Buyer shall issue to Seller the “Consideration Shares”,
      consisting of 6.1 million shares of common stock, having a face value of
$.50
      per
      share,
      which
      after issuance will amount to approximately, 36.1% of the issued and outstanding
      capital stock of Buyer. The Consideration Shares to be issued to each of the
      shareholders in such proportions as set forth in Exhibit A. 

    


    Notwithstanding
      the foregoing, nothing contained herein shall prohibit the Buyer from selling
      additional shares of its common stock pending closing provided however, that
      prior to the closing, Buyer shall so advise Seller as to the number of
      additional shares issued and the consideration received.

    


    SECTION
      2.2 CLOSING. The closing of the purchase and sale transaction provided for
      in
      this Agreement (the "Closing") will take place at such location mutually agreed
      to by Company, Seller, and Buyer, as soon as practicable after the fulfillment
      of the conditions to Closing set forth in Articles
      VII
      and
VIII
      but in no event later than July 31, 2008 unless extended by the mutual consent
      of the parties.
      

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SECTION
      2.3 CLOSING OBLIGATIONS. In addition to any other documents to be delivered
      under any other provisions of this Agreement, at the Closing:

    


    (a) Seller
      or
      Company, as the case may be, shall deliver to Buyer: 

    


    (i) All
      documents and instruments of transfer necessary for transfer of the Purchase
      Shares to Buyer, including the Transfer Deeds, Members Register and Governing
      Documents of the Company duly amended and registered to reflect Buyer as new
      owner of the Purchase Shares, in form and substance reasonably satisfactory
      to
      Buyer; 

    


    (ii) the
      minute books, and seals of Company;

    


    (iii)
       any
      information from Company or Seller required to be filed pursuant to the Exchange
      Act with the SEC by Buyer in connection with the Closing;

    


    (iv)
       certificates
      executed by Seller and Company representing and warranting to Buyer that each
      of
      Seller’s and Company’s representations and warranties in this Agreement was
      accurate in all respects as of the date of this Agreement and is accurate in
      all
      respects as of the Closing Date as if made on the Closing Date (giving full
      effect to any additional documentation or information required to be delivered
      by Company or Seller to Buyer after the date hereof and any supplements
      delivered to Buyer prior to the Closing Date in accordance with Section
      5.6);
      

    


    (v)
       an
      opinion from Seller’s legal counsel that is satisfactory to Buyer; 

    


    (vi) such
      documents and instruments of transfer necessary for completion of the transfer
      and registration of all rights, title and interest in the Real Property to
      the
      Company on, and effective as of, the Closing, as described in Section
      3.7;

    


    (vii)
      audited financial statements in accordance with U.S. Generally Accepted
      Accounting Principles and prepared by an audit firm that is a member in good
      standing of the PCAOB.

    


    (viii)
       such
      other documents or certificates and other instruments of transfer and conveyance
      as may be requested by Buyer, each in form and substance satisfactory to Buyer
      and its legal counsel and executed by Seller, if necessary.

    


    (ix) Subject
      to paragraph 2(b) below, the officers and directors of the Company will tender
      their resignation at Closing.

    


    (x) Approval
      from the regulatory authorities including but not limited to FIPB approval
      and
      RBI approval

     

    (b)
      On
      the
      Closing Date, the following resolutions should be passed by the Board of
      Directors of the Company

    


    
      	 	
              a.

            	
              Persons
                nominated by Buyer shall be appointed as officers and directors of
                the
                Company.

            


    

    
      	 	
              b.

            	
              Resignations
                of Nominees of Seller shall be accepted by the Buyer’s Board in their
                discretion.

            


    

    
      	 	
              c.

            	
              Transfer
                of Purchase shares from Sellers to Buyer shall be approved and filing
                of
                necessary documents with Registrar of Companies (ROC) and rectification
                of
                Register of members of the Company to reflect the change in ownership
                shall be authorized by the Board. 

            


    

     

    (c) Buyer
      shall deliver to Seller a certificate executed by Buyer as to the accuracy
      of
      its representations and warranties as of the date of this Agreement and as
      of
      the Closing and as to its compliance with and performance of its covenants
      and
      obligations to be performed or complied with at or before the Closing.


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (d) On
      the
      Closing Date, Buyer shall issue to Seller the “Consideration Shares”, consisting
      of 6.1 million shares of common stock, the stock certificates evidencing the
      Consideration Shares.would be delievered to the Buyer within 5 days from closing
      date

    


    ARTICLE
      III. 

    


    REPRESENTATIONS
      AND WARRANTIES OF SELLERS AND COMPANY

    


    Company
      and Sellers, jointly and severally, represent and warrant to Buyer, as of the
      date hereof and as of the Closing Date, as follows:

    


    SECTION
      3.1 ORGANIZATION AND GOOD STANDING.

    


    (a) Company
      is a limited liability company duly organized, validly existing and in good
      standing under the laws of India, with full corporate power and authority to
      conduct its business as it is now being conducted, to own or use the properties
      and assets that it purports to own or use, and to perform all its obligations
      under all Company Contracts 

    


    (b) On
      or
      before the Compliance Date, Company shall deliver to Buyer a complete and
      accurate copies of the Governing Documents of Company. 

    


    SECTION
      3.2 ENFORCEABILITY; AUTHORITY; NO CONFLICT.

    


    (a) This
      Agreement constitutes the legal, valid and binding obligation of Seller and
      of
      Company, enforceable against each of them in accordance with its terms. Upon
      the
      execution and delivery by Seller and Company of this Agreement and each other
      document to be executed or delivered by Seller at the Closing (collectively,
      “Seller’s Closing Documents”), Seller’s Closing Documents will constitute the
      legal, valid and binding obligation of Seller and of Company, enforceable
      against each of them in accordance with its terms. Each of Seller and of Company
      has the absolute and unrestricted right, power and authority to execute and
      deliver this Agreement and Seller’s Closing Documents to which it is a party and
      to perform its obligations under this Agreement and Seller’s Closing Documents,
      and such action has been duly authorized by all necessary action of Seller
      and
      Company. Each of Seller and Company has all necessary legal capacity to
      enter into and deliver this Agreement and Seller’s Closing Documents to which it
      is a party and to perform such its obligations hereunder and thereunder.


    


    (b) Neither
      the execution and delivery of this Agreement nor the consummation or performance
      of any of the Contemplated Transactions will, directly or indirectly (with
      or
      without notice or lapse of time):

    


    (i) breach
      (A) any provision of any of the Governing Documents of or (B) any resolution
      adopted by the board of directors or analogous governing body or shareholders
      of
      Company.

    


    (ii) breach
      or
      give any Governmental Body or other Person the right to challenge any of the
      Contemplated Transactions or to exercise any remedy or obtain any relief under
      any Legal Requirement or Order to which Company or Seller, or any Assets of
      Company , may be subject;

     

    (iii) contravene,
      conflict with or result in a violation or breach of any of the terms or
      requirements of, or give any Governmental Body the right to revoke, withdraw,
      suspend, cancel, terminate or modify, any Governmental Authorization that is
      held by Company or that otherwise relates to the Assets of Company or to the
      business of Company;

    


    (iv) breach
      any provision of, or give any Person the right to declare a default or exercise
      any remedy under, or to accelerate the maturity or performance of, or payment
      under, or to cancel, terminate or modify, any Company Contract; or

    


    (v) result
      in
      the imposition or creation of any Encumbrance upon or with respect to any of
      Assets of Company .

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (c) Neither
      Company nor Sellers are required to give any notice to or obtain any Consent
      from any Person in connection with the execution and delivery of this Agreement
      or any of the Seller’s Closing Documents or the consummation or performance of
      any of the Contemplated Transactions. 

    


    SECTION
      3.3 CAPITALIZATION.

    


    (a) Sellers
      are and will be on the Closing Date the registered and beneficial owner of
      all
      of the Purchase Shares, free and clear of all Encumbrances. The Purchase Shares
      constitute one hundred percent (100%) of the capital of, and one hundred percent
      (100%) of all rights, title and interest in, Company. The Purchase Shares have
      been duly authorized and validly issued and registered in compliance with all
      pertinent Legal Requirements and are fully paid and non-assessable.


    


    (b) There
      are
      no Contracts relating to the issuance, sale or transfer of any shares of or
      interests in Company, including but not limited to, any of the following:
      options, warrants, agreements, or other rights relating to the acquisition
      of
      shares in Company or of Company’s capital; securities or other obligations of
      Company convertible into shares in Company or Company's capital; or sale
      agreements, shareholder agreements, pledges, proxies, voting trusts, powers
      of
      attorney, restrictions on transfer or other agreements or instruments binding
      up
      on Seller (exclusive of any agreement to which Buyer is a party) and that relate
      to the ownership, voting or transfer of any shares of Company.


    


    (c) Upon
      the
      consummation of the transactions contemplated by this Agreement and the
      registration of the Purchase Shares being transferred by Seller to the name
      of
      Buyer, Buyer will own all of the Purchase Shares, which shall include, without
      limitation, the entirety of Seller’s capital and profits interest in Company,
      the Assets of Company, Seller’s distribution and liquidation rights in the
      Company, and Seller’s voting and management rights and powers in the Company,
      free and clear of any and all Encumbrances.

    


    SECTION
      3.4 FINANCIAL STATEMENTS. The Financial Statements to be delivered by Company
      to
      Buyer pursuant to Section
      5.1
      present
      fairly the financial condition of Company as of the respective dates thereof
      and
      the results of their operations and cash flows for the periods indicated. The
      Financial Statements have been prepared by a member of a Public Company
      Accounting Oversight Board (“PCAOB”) approved accounting firm in accordance with
      GAAP. 

     

    SECTION
      3.5 BOOKS AND RECORDS. The books of account and other financial and other
      Records of Company all of which shall be made available to Buyer on or before
      the Compliance Date, are complete and correct, represent actual, bona fide
      transactions, and have been maintained in accordance with sound business
      practices. The minute books of Company all of which shall be made available
      to
      Buyer on or before the Compliance Date, contain accurate and complete Records
      of
      (a) all shareholder meetings held and all shareholder action taken, and (b)
      all
      meetings of Company’s board of directors or other analogous bodies and
      committees thereof, and no meeting of any such shareholders, board of directors
      or other analogous bodies or committees has been held for which minutes have
      not
      been prepared or are not contained in such minute books.

    


    SECTION
      3.6 TANGIBLE PERSONAL PROPERTY; SUFFICIENCY OF ASSETS.

    


    (a) On
      or
      before the Closing Date, Company shall provide Buyer with a complete and
      accurate schedule describing, and specifying the location of, all Tangible
      Personal Property of Company . Company owns good and marketable title to all
      of
      its Tangible Personal Property, free and clear of any Encumbrances, and none
      of
      its Tangible Personal Property is held under any lease, security agreement,
      conditional sales contract, license, or other title retention or security
      arrangement, or is located other than in the possession of Company.


    


    (b)
       The
      Assets of Company (i) constitute all of the assets, tangible and intangible,
      of
      any nature whatsoever, necessary to operate Company's business in the manner
      presently operated by Company and (ii) include all of the operating assets
      of
      Company. 

    


    SECTION
      3.7 REAL PROPERTY. 

    


    (a) Prior
      to
      the date hereof, Company has provided Buyer with a schedule of all Real Property
      in which Company has a leasehold interest or uses in connection with the
      business of Company. which consist of the premises where the principal offices
      of Company is located and three additional locations, and an accurate
      description of all Real Property Leases. Company shall update this list as
      necessary prior to Closing and provide Buyer with a complete list of real
      property dated as of the Closing Date. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (b) The
      Company presently has no ownership interest in any Real Property except as
      set
      forth in Exhibit 3.7(B). Notwithstanding the foregoing, on or before the
      Closing, and as a condition precedent to the Closing, Company and Seller will
      cause the transfer of all rights, title and interest in the Real Property from
      the owners thereof to Company, without any additional consideration payable
      therefore by Buyer.  

    


    SECTION
      3.8 TITLE TO THE REAL PROPERTY. Upon transfer of the Real Property from the
      owners thereof to Company as provided in Section
      3.7(b),
      Buyer
      will own good and marketable title to the Real Property, free and clear of
      any
      Encumbrances, other than liens for Taxes for the current tax year which are
      not
      yet due and payable ("Real Property Encumbrances"). On or before the Closing,
      true and complete copies of (A) all deeds, existing title insurance policies
      and
      surveys of or pertaining to the Real Property and (B) all instruments,
      agreements and other documents evidencing, creating or constituting any Real
      Property Encumbrances shall be delivered to Buyer. 

    


    SECTION
      3.9 CONDITION OF FACILITIES.

    


    (a) Use
      of
      the Real Property by Company for the various purposes for which they are
      presently being used are permitted as of right under all applicable zoning
      requirements and are not subject to "permitted nonconforming" use or structure
      classifications. All Improvements are in compliance with all applicable Legal
      Requirements, including those pertaining to zoning, building and the disabled,
      are in good repair and in good condition, ordinary wear and tear excepted,
      and
      are free from latent and patent defects. No part of any Improvement encroaches
      on any real property not included in the definition of Real Property as it
      pertains to Company , and there are no buildings, structures, fixtures or other
      Improvements primarily situated on adjoining real property that encroach up
      on
      any part of the Land. The Land for each owned Facility abuts on and has direct
      vehicular access to a public road or has access to a public road via a
      permanent, irrevocable, appurtenant easement benefiting such Land and comprising
      a part of the Real Property, is supplied with public or quasi-public utilities
      and other services appropriate for the operation of the Facilities located
      thereon and is not located within any flood plain or area subject to wetlands
      regulation or any similar restriction. There is no existing or proposed plan
      to
      modify or realign any street or highway or any existing or proposed eminent
      domain proceeding that would result in the taking of all or any part of any
      Facility or that would prevent or hinder the continued use of any Facility
      as
      heretofore used in the conduct of the business of Company .

    


    (b) Each
      item
      of Tangible Personal Property of Company is in good repair and good operating
      condition, ordinary wear and tear excepted, is suitable for immediate use in
      the
      Ordinary Course of Business and is free from latent and patent defects. No
      item
      of Tangible Personal Property of Company is in need of repair or replacement
      other than as part of routine maintenance in the Ordinary Course of Business.
      All Tangible Personal Property used in Company's business is in the possession
      of Company. 

    


    SECTION
      3.10 ACCOUNTS RECEIVABLE. All Accounts Receivable of Company that are reflected
      in the most recent balance sheet of the Financial Statements (the “Last Balance
      Sheet”) or in the accounting Records of Company as of the Closing Date represent
      or will represent valid obligations arising from sales actually made or services
      actually performed by Company in the Ordinary Course of Business. Except to
      the
      extent paid prior to the Closing Date, such Accounts Receivable are or will
      be
      as of the Closing Date current and collectible net of the respective reserves
      shown on the Last Balance Sheet (which reserves are adequate and calculated
      consistent with past practice). Subject to such reserves, each of such Accounts
      Receivable either has been or will be collected in full, without any setoff,
      within ninety (90) days after the day on which it first becomes due and payable.
      There is no contest, claim, defense or right of setoff, other than returns
      in
      the Ordinary Course of Business of Company , under any Contract with any account
      debtor of an Account Receivable relating to the amount or validity of such
      Account Receivable. 

     

    SECTION
      3.11 INVENTORIES. All items included in the Inventories of Company consist
      of a
      quality and quantity usable and, with respect to finished goods, saleable,
      in
      the Ordinary Course of Business of Company. Company is not in possession of
      any
      inventory not owned by it, including goods already sold, and no items included
      in the Inventories have been pledged as collateral or are held on consignment
      from others. Inventories now on hand that were purchased after the date of
      the
      Last Balance Sheet were purchased in the Ordinary Course of Business of Company
      at a cost not exceeding market prices prevailing at the time of purchase. The
      quantities of each item falling within the definition of Inventories (whether
      raw materials, work-in-process or finished goods) are not excessive but are
      reasonable in the present circumstances of Company . Work-in-process Inventories
      are now valued, and will be valued on the Closing Date, according to
      GAAP.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SECTION
      3.12 NO UNDISCLOSED LIABILITIES. Neither Company has any Liabilities except
      for
      Liabilities reflected or reserved against in the Financial Statements, and
      current Liabilities incurred in the Ordinary Course of Business of Company
      since
      the date of the Last Balance Sheet, which will not, individually or in the
      aggregate, have a material adverse effect on Company. 

    


    SECTION
      3.13 TAXES.

    


    (a) Tax
      Returns Filed and Taxes Paid.
      Company
      has filed or caused to be filed on a timely basis all Tax Returns and all
      reports with respect to Taxes that are or were required to be filed pursuant
      to
      all applicable Legal Requirements. All Tax Returns and reports filed by Company
      are true, correct and complete. Company has paid, or made provision for the
      payment of, all Taxes that have or may have become due for all periods covered
      by the Tax Returns or otherwise, or pursuant to any assessment received by
      Company , except such Taxes, if any, as are listed in a schedule provided by
      Company to Buyer on or before the Compliance Date and are being contested in
      good faith and as to which adequate reserves (determined in accordance with
      GAAP) have been provided in the Last Balance Sheet. Company currently is not
      the
      beneficiary of any extension of time within which to file any Tax Return. No
      claim has ever been made or is expected to be made by any Governmental Body
      in a
      jurisdiction where Company does not file Tax Returns that it is or may be
      subject to taxation in that jurisdiction. There are no Encumbrances on any
      of
      the Assets of Company that arose in connection with any failure (or alleged
      failure) to pay any Tax, and Company has no Knowledge of any basis for assertion
      of any claims attributable to Taxes which, if adversely determined, would result
      in any such Encumbrance.

    


    (b) Delivery
      of Tax Returns and Information Regarding Audits and Potential
      Audits.
      On or
      before the Compliance Date, Company shall deliver or make available to Buyer
      copies of all Tax Returns of Company . On or before the Compliance Date, Company
      shall deliver to Buyer a complete and accurate list of all Tax Returns of
      Company that have been audited or are currently under audit and which accurately
      describes any deficiencies or other amounts that were paid or are currently
      being contested. To the Knowledge of Company, no undisclosed deficiencies are
      expected to be asserted with respect to any such audit. All deficiencies
      proposed as a result of such audits have been paid, reserved against, settled
      or
      are being contested in good faith by appropriate proceedings as described in
      the
      schedule to be provided by Company to Buyer on or before the Compliance Date.
      Company will deliver, or make available to Buyer, copies of any examination
      reports, statements or deficiencies or similar items with respect to such
      audits. Company has no Knowledge that any Governmental Body is likely to assess
      any additional Taxes for any period for which Tax Returns of Company have been
      filed. There is no dispute or claim concerning any Taxes of Company either
      (i)
      claimed or raised by any Governmental Body in writing or (ii) as to which
      Company has Knowledge. On or before the Compliance Date, Company shall provide
      Buyer with a list of all Tax Returns of Company for which the applicable statute
      of limitations has not run. Except as disclosed by Company to Buyer in writing
      on or before the Compliance Date, Company has not given or been requested to
      give waivers or extensions (or is or would be subject to a waiver or extension
      given by any other Person) of any statute of limitations relating to the payment
      of Taxes by Company or for which Company may be liable.

     

    (c) Proper
      Accrual.
      The
      charges, accruals and reserves with respect to Taxes on the Records of Company
      are adequate (determined in accordance with GAAP) and are at least equal to
      Company's liability for Taxes. 

    


    SECTION
      3.14 NO MATERIAL ADVERSE CHANGE. Since the date of the Last Balance Sheet,
      there
      has not been any material adverse change in the business, operations, prospects,
      Assets, results of operations or condition (financial or otherwise) of Company
      and no event has occurred or circumstance exists that may result in such a
      material adverse change. Since the date of the Last Balance Sheet, Company
      has
      conducted its respective business only in the Ordinary Course of Business and
      there has not been any:

    


    (a) change
      in
      Company's ’s authorized or issued share capital, grant of any option or right to
      purchase shares of or interests in Company or issuance of any security
      convertible into such shares or interests;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (b) amendment
      to the charter or foundation documents of Company or any other Governing
      Documents of Company;

    


    (c) payment
      (except in the Ordinary Course of Business) or increase by of any bonuses,
      salaries or other compensation to Seller, or any director, officer or employee
      of Company or entry into any employment, severance or similar Contract with
      any
      director, officer or employee of Company; 

    


    (d) adoption
      of, amendment to, or increase in the payments to or benefits arising under,
      any
      Employee Plan of Company;

    


    (e) damage
      to
      or destruction or loss of any Assets of Company , whether or not covered by
      insurance; 

     

    (f) entry
      into, termination of or receipt of notice of termination of (i) any license,
      distributorship, dealer, sales representative, joint venture, credit or similar
      Contract to which Company is a party, or (ii) any Contract or transaction
      involving a total remaining commitment by Company of at least
      $10,000;

    


    (g) sale
      (other than sales of Inventories in the Ordinary Course of Business), lease
      or
      other disposition of any Asset or property of Company or any Asset or property
      (including the Intellectual Property Assets) or the creation of any Encumbrance
      on any Asset of Company ;

    


    (h) cancellation
      or waiver of any claims or rights with a value to Company in excess of
      $10,000;

    


    (i) indication
      by any customer or supplier of an intention to discontinue or change the terms
      of its relationship with Company ; 

    


    (j) material
      change in the accounting methods used by Company ; or

    


    (k) entry
      by
      Company into any Contract to do any of the foregoing.

    


    SECTION
      3.15 PERSONNEL MATTERS.

    


    (a)
       On
      or
      before the Compliance Date, Company will deliver to Buyer a correct and complete
      list of each director, officer, employee, independent contractor, consultant
      and
      agent of Company whose aggregate compensation for the calendar year ended
      December 31, 2007 exceeded $30,000, including but not limited to, each employee
      on leave of absence or layoff status. No retired employee, director, of officer
      of Company is receiving benefits or scheduled to receive benefits in the
      future.

    


    (b) The
      Company is not a party to any employment, consulting or similar agreement,
      written or oral, with any Person.

    


    (c)
       No
      employees of Company is represented by any labor union or similar organization.
        Company is not party to any collective bargaining or similar agreement
      covering any of its employees. No labor union or similar organization or group
      of employees has made a demand for recognition, filed a petition seeking a
      representation proceeding or given Company notice of any intention to hold
      an
      election of a collective bargaining representative at any time during the past
      three (3) years.

    


    (d) Except
      as
      set forth on a schedule provided by Company to Seller on or before the
      Compliance Date, the Company does not maintain any bonus, pension, profit
      sharing, deferred compensation, incentive compensation, share ownership, share
      purchase, share option, phantom stock, retirement, vacation, severance,
      disability, death benefit, hospitalization, medical plan, or other plan,
      arrangement or understanding (whether or not legally binding) providing benefits
      to any current or former employee, officer or director of Company (collectively,
      “Employee Plans”). Except as set forth on a schedule provided by Company to
      Seller on or before the Compliance Date there are not any severance or
      termination agreements or arrangements between Company and any current or former
      employee, officer of director of Company , nor does Company have any general
      severance plan or policy. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (e)
       Company
      has complied in all respects with all Legal Requirements relating to employment
      practices, terms and conditions of employment, equal employment opportunity,
      nondiscrimination, immigration, wages, hours, benefits, collective bargaining,
      the payment of social security and similar Taxes and occupational safety and
      health. Company is not liable for the payment of any Taxes, fines, penalties,
      or
      other amounts, however designated, for failure to comply with any of the
      foregoing Legal Requirements.

     

    (f) To
      the
      Knowledge of Seller or Company, no officer, director, agent, employee,
      consultant, or contractor of Company is bound by any Contract that purports
      to
      limit the ability of such officer, director, agent, employee, consultant, or
      contractor to engage in or continue or perform any activity, duties or practice
      relating to the business of Company. No former or current employee of Company
      is
      a party to, or is otherwise bound by, any Contract that in any way has adversely
      affected, affects, or will affect the ability of Company or Buyer to conduct
      the
      business as heretofore carried on by Company .

    


    SECTION
      3.16 COMPLIANCE WITH LEGAL REQUIREMENTS; GOVERNMENTAL AUTHORIZATIONS.

    


    (a) Company
      is and at all times have been, in full compliance with each Legal Requirement
      that is or was applicable to it or to the conduct or operation of its business
      or the ownership or use of any of its Assets. No event has occurred or
      circumstance exists that (with or without notice or lapse of time) may
      constitute or result in a violation by Company of, or a failure on the part
      of
      Company to comply with, any Legal Requirement or may give rise to any obligation
      on the part of Company to undertake, or to bear all or any portion of the cost
      of, any remedial action of any nature. Company has not received any notice
      or
      other communication (whether oral or written) from any Governmental Body or
      any
      other Person regarding any actual, alleged, possible or potential violation
      of,
      or failure to comply with, any Legal Requirement or any actual, alleged,
      possible or potential obligation on the part of to undertake, or to bear all
      or
      any portion of the cost of, any remedial action of any nature.

    


    (b) On
      or
      before the Compliance Date, Company shall provide Buyer with a schedule
      containing a complete and accurate list of each Governmental Authorization
      that
      is held by Company or that otherwise relates to Company's business or its
      Assets. Each Governmental Authorization listed or required to be listed in
      said
      schedule is valid and in full force and effect. Except as set forth in said
      schedule:

    


    (i) Company
      is, and has been, in full compliance with all of the terms and requirements
      of
      each Governmental Authorization identified or required to be identified in
      said
      schedule;

    


    (ii) no
      event
      has occurred or circumstance exists that may (with or without notice or lapse
      of
      time) (A) constitute or result directly or indirectly in a violation of or
      a
      failure to comply with any term or requirement of any Governmental Authorization
      listed or required to be listed in said schedule or (B) result directly or
      indirectly in the revocation, withdrawal, suspension, cancellation or
      termination of, or any modification to, any Governmental Authorization listed
      or
      required to be listed in said schedule;

    


    (iii) Company
      has not received any notice or other communication (whether oral or written)
      from any Governmental Body or any other Person regarding (A) any actual,
      alleged, possible or potential violation of or failure to comply with any term
      or requirement of any Governmental Authorization or (B) any actual, proposed,
      possible or potential revocation, withdrawal, suspension, cancellation,
      termination of or modification to any Governmental Authorization;
      and

     

    (iv) all
      applications required to have been filed for the renewal of the Governmental
      Authorizations listed or required to be listed in said schedule have been duly
      filed on a timely basis with the appropriate Governmental Bodies, and all other
      filings required to have been made with respect to such Governmental
      Authorizations have been duly made on a timely basis with the appropriate
      Governmental Bodies.

    


    (v) The
      Governmental Authorizations listed in said schedule collectively constitute
      all
      of the Governmental Authorizations necessary to permit Company to lawfully
      conduct and operate its business in the manner in which it currently conducts
      and operates such business and to permit Company to own and use its Assets
      in
      the manner in which it currently owns and uses such Assets.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SECTION
      3.17 LEGAL PROCEEDINGS; ORDERS.

    


    (a) There
      is
      no pending or threatened Proceeding: (i) by or against Company that otherwise
      relates to or may affect the business of, or any of the Assets owned or used
      by,
      Company ; or (ii) that challenges, or that may have the effect of preventing,
      delaying, making illegal or otherwise interfering with, any of the Contemplated
      Transactions. To the Knowledge of Company or Seller, no event has occurred
      or
      circumstance exists that is reasonably likely to give rise to or serve as a
      basis for the commencement of any such Proceeding. 

    


    SECTION
      3.18 CONTRACTS; NO DEFAULTS.

    


    (a) On
      or
      before the Compliance Date, Company will provide Buyer with an accurate and
      complete list of, and accurate and complete copies of, each Company Contract.
      Said schedule will include a summary of all material terms of such Contracts,
      including the parties thereto, the amount of the remaining commitment of Company
      under the Contracts, and the location where the executed copies of such
      Contracts are located.

    


    (b) Except
      as
      set forth in said schedule, Seller has no rights and is not subject to any
      obligations or liabilities under, any Contract that relates to the business
      of
      Company or any of the Assets of Company .

    


    (c) Except
      as
      set forth in said schedule:

    


    (i) each
      Contract identified or required to be identified in said schedule is in full
      force and effect and is valid and enforceable in accordance with its
      terms;

    


    (ii) to
      the
      Knowledge of Company and Seller, no Contract identified or required to be
      identified in said schedule will, upon completion or performance thereof, have
      a
      material adverse effect on the business, Assets or condition of Company .


    


    (d) Except
      as
      set forth in said schedule:

    


    (i) Company
      is, and at all times have been, in compliance with all applicable terms and
      requirements of each Contract applicable to it; 

    


    (ii) each
      other Person that has or had any obligation or liability under any Company
      Contract is, and at all times has been, in full compliance with all applicable
      terms and requirements of such Contract;

    


    (iii) no
      event
      has occurred or circumstance exists that (with or without notice or lapse of
      time) may contravene, conflict with or result in a Breach of, or give Company
      or
      any other Person the right to declare a default or exercise any remedy under,
      or
      to accelerate the maturity or performance of, or payment under, or to cancel,
      terminate or modify, any Company Contract Contract; 

    


    (iv) no
      event
      has occurred or circumstance exists under or by virtue of any Contract that
      (with or without notice or lapse of time) would trigger the creation of any
      Encumbrance affecting any of the Assets of Company ; and

    


    (v) The
      Company has given to or received from any other Person any notice or other
      communication (whether oral or written) regarding any actual, alleged, possible
      or potential violation or Breach of, or default under, any Contract;


    


    (e) There
      are
      no renegotiations of, attempts to renegotiate or outstanding rights to
      renegotiate any material amounts paid or payable to Company under any Contracts
      with any Person having the contractual or statutory right to demand or require
      such renegotiation and no such Person has made oral or written demand for such
      renegotiation.

    


    (f) Each
      Contract relating to the sale, design, manufacture or provision of products
      or
      services by Company has been entered into in the Ordinary Course of Business
      of
      Company and has been entered into without the commission of any act alone or
      in
      concert with any other Person, or any consideration having been paid or
      promised, that is or would be in violation of any Legal
      Requirement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SECTION
      3.19 INSURANCE.

    


    (a) On
      or
      before the Compliance Date, Company shall deliver to Buyer accurate and complete
      copies of all policies of insurance (and correspondence relating to coverage
      thereunder) to which Company is a party. 

    


    (b) On
      or
      before the Compliance Date, Company shall deliver to Buyer a schedule describing
      all obligations of Company to provide insurance coverage to Third Parties (for
      example, under Leases or service agreements) and identifying the policy under
      which such coverage is provided.

    


    (c) All
      policies of insurance to which Company is a party or that provide coverage
      to
      Company : (i) are valid, outstanding and enforceable; (ii) are issued by an
      insurer that is financially sound and reputable; (iii) taken together, provide
      adequate insurance coverage for the Assets and the operations of Company for
      all
      risks normally insured against by a Person carrying on the same business or
      businesses as Company in the same location or locations and for all risks to
      which Company is normally subject; and (iv) are sufficient for compliance with
      all Legal Requirements and Company Contracts Contracts;

    


    (d) Company
      has not received (i) any refusal of coverage or any notice that a defense will
      be afforded with reservation of rights or (ii) any notice of cancellation or
      any
      other indication that any policy of insurance is no longer in full force or
      effect or that the issuer of any policy of insurance is not willing or able
      to
      perform its obligations thereunder. Company has paid all insurance premiums
      as,
      and when due, and have otherwise
      performed all of its obligations under each policy of insurance to which it
      is a
      party or that lists Company as a beneficiary. Company has given notice to all
      insurers of any claims that may be submitted under said policies of
      insurance.

    


    SECTION
      3.20 ENVIRONMENTAL MATTERS. Except as disclosed in a schedule provided by
      Company to Buyer on or before the Compliance Date:

    


    (a) Company
      is and at all times have been, in full compliance with, and have not been and
      are not in violation of or liable under, any Environmental Law.  Neither
      Company nor Seller has any basis to expect, nor has any of them or any other
      Person for whose conduct they are or may be held deemed responsible received
      any
      actual or threatened Order, notice or other communication from (i) any
      Governmental Body or private citizen acting in the public interest or (ii)
      the
      current or any prior owner or operator of any Facilities, of any actual or
      potential violation or failure to comply with any Environmental Law, or of
      any
      actual or potential liability for any Environmental, Health and Safety
      Liabilities with respect to any Facility or other property or Asset (whether
      real, personal or mixed) in which Company has or had an interest, or at which
      Hazardous Materials were generated, manufactured, refined, transferred,
      imported, used or processed by Company or any other Person for whose conduct
      it
      is or may be held responsible, or from which Hazardous Materials have been
      transported, treated, stored, handled, transferred, disposed, recycled or
      received.

    


    (b) There
      are
      no pending or, to the Knowledge of Company or Seller, threatened claims,
      Encumbrances, or other restrictions of any nature resulting from any
      Environmental, Health and Safety Liabilities or arising under or pursuant to
      any
      Environmental Law affecting any Facility or any other property or asset (whether
      real, personal or mixed) in which Company has or had an interest.

    


    (c) Neither
      Company nor Seller has any Knowledge of or any basis to expect, nor has any
      of
      them, or any other Person for whose conduct any of them are or may be held
      responsible, received, any citation, directive, inquiry, notice, Order, summons,
      warning or other communication that relates to Hazardous Activity, Hazardous
      Materials, or any alleged, actual, or potential violation or failure to comply
      with any Environmental Law, or of any alleged, actual, or potential obligation
      to undertake or bear the cost of any Environmental, Health and Safety
      Liabilities with respect to any Facility or property or Asset (whether real,
      personal or mixed) in which Company has or had an interest, or at which
      Hazardous Materials were generated, manufactured, refined, imported, used or
      processed by Company or any other Person for whose conduct it is or may be
      held
      responsible, or from which Hazardous Materials have been transported, treated,
      stored, handled, transferred, disposed, recycled or received.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (d) Neither
      Company nor any other Person for whose conduct Company is or may be held
      responsible has any Environmental, Health and Safety Liabilities with respect
      to
      any Facility or, to the Knowledge of Company or Seller, with respect to any
      other property or Asset (whether real, personal or mixed) in which Company
      (or
      any predecessor) has or had an interest or at any property geologically or
      hydrologically adjoining any Facility or any such other property or
      Asset.

    


    (e) There
      are
      no Hazardous Materials present on or in the Environment at any Facility or
      at
      any geologically or hydrologically adjoining property, including any Hazardous
      Materials contained in barrels, aboveground or underground storage tanks,
      landfills, land deposits, dumps, equipment (whether movable or fixed) or other
      containers, either temporary or permanent, and deposited or located in land,
      water, dumps, or any other part of the Facility or such adjoining property,
      or
      incorporated into any structure therein or thereon. Neither Company nor any
      Person for whose conduct Company is or may be held responsible, or to the
      Knowledge of Company or Seller, any other Person, has permitted or conducted,
      or
      is aware of, any Hazardous Activity conducted with respect to any Facility
      or
      any other property or Assets (whether real, personal or mixed) in which Company
      has or had an interest except in full compliance with all applicable
      Environmental Laws.

    


    (f) There
      has
      been no Release or, to the Knowledge of Company or Seller, threat of release,
      of
      any hazardous materials at or from any facility or at any other location where
      any hazardous materials were generated, manufactured, refined, transferred,
      produced, imported, used, or processed or from any other property or Asset
      (whether real, personal or mixed) in which Company has or had an interest,
      or to
      the Knowledge of Company or Seller any geologically or hydrologically adjoining
      property, whether by Company or any other Person.

     

    (g) On
      or
      before the Compliance Date, Company shall deliver to Buyer true and complete
      copies and results of any reports, studies, analyses, tests, or monitoring
      possessed or initiated by Company pertaining to Hazardous Materials or Hazardous
      Activities in, on, or under the Facilities, or concerning compliance, by Company
      or any other Person for whose conduct it is or may be held responsible, with
      Environmental Laws.

    


    SECTION
      3.21 INTELLECTUAL PROPERTY ASSETS.

    


    (a) The
      term
      "Intellectual Property Assets" means all intellectual property owned or licensed
      (as licensor or licensee) by or to Company , as the case may be, including:
      (i)
      Company's ’s name, all assumed fictional business names, trade names, registered
      and unregistered trademarks, service marks and applications (collectively,
      "Marks"); (ii) all patents, patent applications and inventions and discoveries
      that may be patentable (collectively, "Patents"); (iii) all registered and
      unregistered copyrights in both published works and unpublished works
      (collectively, "Copyrights"); (iv) all rights in mask works; (v) all know-how,
      trade secrets, confidential or proprietary information, customer lists,
      Software, technical information, data, process technology, plans, drawings
      and
      blue prints (collectively, "Trade Secrets"); and (vi) all rights in internet
      web
      sites and internet domain names presently used by Company (collectively "Net
      Names").

    


    (b) On
      or
      before the Compliance Date, Company shall deliver to Buyer a
      complete and accurate list and summary description, including any royalties
      paid
      or received by Company , and accurate and complete copies, of all Company
      Contracts relating to the Intellectual Property Assets of Company. There are
      no
      outstanding and no threatened disputes or disagreements with respect to any
      such
      Contract.

    


    (c)
       The
      Intellectual Property Assets of Company are all those necessary for the
      operation of Company's business ’s business as it is currently conducted.
      Company is the owner or licensee of all right, title and interest in and to
      each
      of the Intellectual Property Assets of Company, free and clear of all
      Encumbrances, and has the right to use without payment to a Third Party all
      of
      the Intellectual Property Assets, other than in respect of licenses which shall
      be listed in a schedule and provided by Company to Buyer on or before the
      Compliance Date. 

    


    (d)
       All
      former and current employees of Company have executed written Contracts with
      Company assigning to Company all rights to any inventions, Improvements,
      discoveries or information relating to the business of Company. 

    


    (e) On
      or
      before the Compliance Date, Company shall deliver to Buyer  a
      complete and accurate list and summary description of all Patents of Company.
      All of the issued Patents are currently in compliance with formal legal
      requirements (including payment of filing, examination and maintenance fees
      and
      proofs of working or use), are valid and enforceable, and are not subject to
      any
      maintenance fees or taxes or actions falling due within ninety (90) days after
      the Closing Date. No Patent has been or is now involved in any interference,
      reissue, reexamination, or opposition Proceeding. There is no potentially
      interfering patent or patent application of any Third Party.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (f) Except
      as
      set forth in a disclosure schedule provided by Company to Buyer on or before
      the
      Compliance Date, (A) no Patent is infringed or, to the Knowledge of Company
      or
      Seller, has been challenged or threatened in any way and (B) none of the
      products manufactured or sold, nor any process or know-how used, by Company
      infringes or is alleged to infringe any patent or other proprietary right of
      any
      other Person.

     

    (g) All
      products made, used or sold under the Patents have been marked with the proper
      Patent notice.

    


    (h) On
      or
      before the Compliance Date, Company shall deliver to Buyer a
      complete and accurate list and summary description of all Marks of Company
      identifying the place(s) of registration of the Marks. All Marks are currently
      in compliance with all formal Legal Requirements, are valid and enforceable
      and
      are not subject to any maintenance fees or Taxes or actions falling due within
      ninety (90) days after the Closing Date. No Mark has been or is now involved
      in
      any opposition, invalidation or cancellation Proceeding and, to the Knowledge
      of
      Company or Seller, no such action is threatened with respect to any of the
      Marks. To the Knowledge of Company or Seller, there is no potentially
      interfering trademark or trademark application of any other Person. No Mark
      is
      infringed or, to Company's Knowledge, has been challenged or threatened in
      any
      way. None of the Marks used by Company infringes or is alleged to infringe
      any
      trade name, trademark or service mark of any other Person. All products and
      materials containing a Mark bear the proper federal registration notice where
      permitted by law.

    


    (i) On
      or
      before the Compliance Date, Company shall deliver to Buyer a complete and
      accurate list and summary description of all Copyrights of Company. All of
      the
      registered Copyrights are currently in compliance with formal Legal
      Requirements, are valid and enforceable, and are not subject to any maintenance
      fees or taxes or actions falling due within ninety (90) days after the date
      of
      Closing. No Copyright is infringed or, to the Knowledge of Company or Seller,
      has been challenged or threatened in any way. None of the subject matter of
      any
      of the Copyrights infringes or is alleged to infringe any copyright of any
      Third
      Party or is a derivative work based upon the work of any other Person. All
      works
      encompassed by the Copyrights have been marked with the proper Copyright
      notice.

    


    (j) With
      respect to each Trade Secret of Company the documentation relating to such
      Trade
      Secret is current, accurate and sufficient in detail and content to identify
      and
      explain it and to allow its full and proper use without reliance on the
      Knowledge or memory of any individual. Company has taken all reasonable
      precautions to protect the secrecy, confidentiality and value of all its Trade
      Secrets (including the enforcement by Company of a policy requiring each of
      their respective employees or contractors to execute proprietary information
      and
      confidentiality agreements, and all current and former employees and contractors
      of Company have executed such an agreement). Company has good title to and
      an
      absolute right to use its Trade Secrets. The Trade Secrets of Company are not
      part of the public Knowledge or literature and, to the Knowledge of Company
      or
      Seller, have not been used, divulged or appropriated either for the benefit
      of
      any Person (other than Company ) or to the detriment of Company . No Trade
      Secret is subject to any adverse claim or has been challenged or threatened
      in
      any way or infringes any intellectual property right of any other
      Person.

    


    (k) On
      or
      before the Compliance Date, Company shall deliver to Buyer a complete and
      accurate list and summary description of all Net Names of Company .


     

    SECTION
      3.22 SECURITIES LAW MATTERS.

    


    (a) Seller
      understands that the Consideration Shares are being offered and made in reliance
      on one or more exemptions from the registration requirements of United States
      federal and state securities laws and that Buyer is relying upon the truth
      and
      accuracy of the representations, warranties, agreements, acknowledgments and
      understandings of Seller set forth herein in order to determine the
      applicability of such exemptions and the suitability of Seller to acquire
      the Consideration Shares. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (b) Sellers
      are acquiring the Consideration Shares for Seller’s own account and not with a
      view to their distribution within the meaning of Section 2(11) of the Securities
      Act. Sellers are not a U.S. person (as that term is defined in Regulation S
      Promulgated under the Securities Act). Except as otherwise set forth in a
      schedule provided by Company to Buyer on or before the Compliance Date, Sellers
      are “accredited investors” (as that term is defined in Rule 501 of the General
      Rules and Regulations under the Securities Act by reason of Rule 501(a)(3)),
      and
      Seller is (i) experienced in making investments of the kind described in this
      Agreement and the related documents, (ii) able, by reason of the business and
      financial experience of its officers (if an entity) and professional advisors
      (who are not affiliated with or compensated in any way by Buyer or any of its
      affiliates or selling agents), to protect its own interests in connection with
      the Contemplated Transactions, and (iii) able to afford the entire loss of
      its
      investment in the Consideration Shares. Sellers have been provided an
      opportunity for a reasonable period of time prior to the date hereof to obtain
      additional information concerning the Consideration Shares, Buyer, and all
      other
      information to the extent Buyer possesses such information or can acquire
      it without unreasonable effort or expense.

    


    (c) Sellers
      understand that the Consideration Shares shall be “restricted” (as that term is
      defined in Rule 144 promulgated under the Securities Act), and each certificate
      representing the Consideration Shares shall be endorsed with the following
      restrictive legend or one that is substantially similar to it, in addition
      to
      any other legend required to be placed thereon by applicable federal or state
      securities laws:

    


    “THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR
      FOREIGN SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD, PLEDGED, TRANSFERRED
      OR
      ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS OF THE
      SECURITIES ACT AND ALL APPLICABLE STATE AND FOREIGN SECURITIES LAWS, PURSUANT
      TO
      AN EFFECTIVE REGISTRATION STATEMENT OR IN A TRANSACTION OTHERWISE IN COMPLIANCE
      WITH APPLICABLE FEDERAL, STATE AND FOREIGN SECURITIES LAWS.”

    


    (d) They
      will
      rank pari-passu with the already existing shares

    


    SECTION
      3.25 DISCLOSURE.

    


    (a) No
      representation, warranty or other statement made by Company or Sellers in this
      Agreement, or the schedules or other documentation provided by Company or
      Sellers pursuant to this Agreement, any supplement thereto, or the certificates
      delivered pursuant to Section
      2.3(a)
      or
      otherwise in connection with the Contemplated Transactions contains any untrue
      statement of material fact or omits to state a material fact necessary to make
      any of them, in light of the circumstances in which it was made, not
      misleading.

    


    (b) None
      of
      the Sellers nor the Company has Knowledge of any fact that has specific
      application to Company (other than general economic or industry conditions)
      or
      the Purchase Shares and that may materially adversely affect the Purchase Shares
      or the Assets, business, prospects, financial condition or results of operations
      of Company that has not been set forth in this Agreement. No event, condition,
      or other matter, or any series of events, conditions or other matters, currently
      exists that, individually or in the aggregate, adversely affects the Purchase
      Shares or the Assets, business, prospects, financial condition or results of
      its
      operations of Company that has not been specifically disclosed to Buyer in
      writing by Company.

    


    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES OF BUYER

    


    Buyer
      represents and warrants to Company and Seller, as of the date hereof and as
      of
      the Closing Date, as follows:

     

    SECTION
      4.1 ORGANIZATION AND GOOD STANDING. Buyer is a corporation duly organized,
      validly existing and in good standing under the laws of the State of Delaware
      with full corporate power and authority to conduct its business as it is now
      conducted.

    


    SECTION
      4.2 AUTHORITY; NO CONFLICT.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (a) This
      Agreement constitutes the legal, valid and binding obligation of Buyer,
      enforceable against Buyer in accordance with its terms. Upon the execution
      and
      delivery by Buyer of the other documents to be executed or delivered by Buyer
      at
      Closing (collectively, the "Buyer's Closing Documents"), each of the Buyer's
      Closing Documents will constitute the legal, valid and binding obligation of
      Buyer, enforceable against Buyer in accordance with its respective terms. Buyer
      has the absolute and unrestricted right, power and authority to execute and
      deliver this Agreement and the Buyer's Closing Documents and to perform its
      obligations under this Agreement and the Buyer's Closing Documents, and such
      action has been duly authorized by all necessary corporate action.

    


    (b) Neither
      the execution and delivery of this Agreement by Buyer nor the consummation
      or
      performance of any of the Contemplated Transactions by Buyer will give any
      Person the right to prevent, delay or otherwise interfere with any of the
      Contemplated Transactions pursuant to: (i) any provision of Buyer's Governing
      Documents; (ii) any resolution adopted by the board of directors of Buyer;
      (iii)
      any Legal Requirement or Order to which Buyer may be subject; or (iv) any
      Contract to which Buyer is a party or by which Buyer may be bound. Buyer is
      not
      and will not be required to obtain any Consent from any Person in connection
      with the execution and delivery of this Agreement or the consummation or
      performance of any of the Contemplated Transactions. 

    


    SECTION
      4.3 CAPITALIZATION. On or before the Compliance Date, Buyer shall deliver to
      Company and Seller a schedule that correctly and completely sets forth the
      authorized share capital of Buyer.

    


    SECTION
      4.4 FILINGS WITH THE SEC. As of their respective dates, the documents filed
      by
      Buyer with the SEC (the “SEC Documents”) complied in all material respects with
      the requirements of the Securities Act of or the Exchange Act, as the case
      may
      be, and other federal, state and local laws, rules and regulations applicable
      to
      such SEC Documents, and none of the SEC Documents contained any untrue statement
      of a material fact or omitted to state a material fact required to be stated
      therein or necessary in order to make the statements therein, in light of the
      circumstances under which they were made, not misleading. Any financial
      statements of Buyer included in the SEC Documents comply as to form and
      substance in all material respects with applicable accounting requirements
      and
      the published rules and regulations of the SEC or other applicable rules and
      regulations with respect thereto. Such financial statements have been prepared
      in accordance with GAAP on a consistent basis during the periods involved
      (except (a) as may be otherwise indicated in such financial statements or the
      notes thereto or (b) in the case of unaudited interim statements, to the extent
      they may not include footnotes or may be condensed or summary statements) and
      fairly present in all material respects the financial position of Buyer as
      of
      the dates thereof and the results of operations and cash flows for the periods
      then ended (subject, in the case of unaudited statements, to normal year-end
      audit adjustments).

     

    SECTION
      4.5 VALID ISSUANCE. The Consideration Shares, issued in accordance with the
      terms hereof and on the basis of the representations and warranties of Seller
      set forth herein, may and shall be properly issued by Buyer to Seller pursuant
      to any applicable federal or state law. 

    


    SECTION
      4.6 CERTAIN PROCEEDINGS. There is no pending Proceeding that has been commenced
      against Buyer that challenges or may have the effect of preventing, delaying,
      making illegal or otherwise interfering with, any of the Contemplated
      Transactions. To Buyer's Knowledge, no such Proceeding has been
      threatened.

    


    ARTICLE
      V

    COVENANTS
      AND AGREEMENTS PRIOR TO CLOSING

    


    SECTION
      5.1 FINANCIAL
      STATEMENTS. At least three days prior to Closing, Company shall provide Buyer
      with such audited financial statements of the Company as may be required by
      the
      SEC (“Financial Statements”). The Financial Statements shall be prepared by a
      member of a PCAOB approved accounting firm in accordance with GAAP, and shall
      be
      true and correct and not contain any untrue statement of a material fact or
      omit
      to state any material fact necessary to make the statements and representation
      therein not misleading. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SECTION
      5.2 ACCESS AND INVESTIGATION. Between the date of this Agreement and the Closing
      Date, and upon reasonable advance notice, Seller and Company, on the one hand,
      and Buyer on the other hand, shall (a) afford the other Party(ies) and their
      respective Representatives full and free access, during regular business hours,
      to their respective employees, officers, directors and agents, properties,
      Contracts, Governmental Authorizations, books and Records and other documents
      and data, such rights of access to be exercised in a manner that does not
      unreasonably interfere with their respective operations; (b) furnish the other
      Party(ies) with copies of all such Contracts, Governmental Authorizations,
      books
      and Records and other existing documents and data as the other Party(ies) may
      reasonably request; (c) furnish the other Party(ies) with such additional
      financial, operating and other relevant data and information as the other
      parties may reasonably request; and (d) otherwise cooperate and assist, to
      the
      extent reasonably requested by the other Party(ies), with the other Party(ies)’
investigation of the properties, Assets and financial condition. In addition,
      the other Parties shall have the right to have the real property and Tangible
      Personal Property inspected by them, at their sole cost and expense, for
      purposes of determining the physical condition and legal characteristics of
      the
      real property and Tangible Personal Property.

    


    SECTION
      5.3 OPERATION OF THE BUSINESS AND CONDUCT OF COMPANY PRIOR TO
      CLOSING.

    


    (a)
       Between
      the date of this Agreement and the Closing, Company shall, (and Seller shall
      cause Company to):

    


    (i) conduct
      its business only in the Ordinary Course of Business;

    


    (ii) except
      as
      otherwise directed by Buyer in writing, and without making any commitment on
      Buyer's behalf, use its Best Efforts to maintain its respective business
      organizations intact, keep available the services of its officers, employees
      and
      agents, and maintain its relationship and good will with suppliers, customers,
      landlords, creditors, employees, agents and others having business relationships
      with it;

    


    (iii) confer
      with Buyer prior to the implementation of operational decisions of a material
      nature with respect to Company ;

    


    (iv) otherwise
      report periodically to Buyer concerning the status of the business, operations
      and finances of Company ;

    


    (v) make
      no
      material changes in employment status of employees having managerial
      responsibilities or officers or directors without prior consultation with
      Buyer;

    


    (vi) maintain
      its Assets in a state of repair and condition that complies with Legal
      Requirements and is consistent with the requirements and normal conduct of
      its
      business;

    


    (vii) keep
      in
      full force and effect, without amendment, all material contractual and other
      contractual and other rights relating to Company's ’s business;

    


    (viii) comply
      with all Legal Requirements and contractual obligations applicable to the
      operations of Company's ’s business;

    


    (ix) continue
      insurance coverage in full force and effect under existing policies of insurance
      or substantially equivalent policies;

    


    (x) cooperate
      with Buyer and assist Buyer in identifying the Governmental Authorizations
      required for Buyer to operate the business from and after the Closing Date
      and
      either transferring existing Governmental Authorizations of Company to Buyer,
      where permissible, or obtaining new Governmental Authorizations for
      Buyer;

    


    (xi) upon
      request of Buyer from time to time, execute and deliver all documents, make
      all
      truthful oaths, testify in any Proceedings and do all other acts that may be
      reasonably necessary or desirable in the opinion of Buyer to consummate the
      Contemplated Transactions, all without further consideration; and

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (xii) maintain
      all books and Records of Company relating to its respective businesses in the
      Ordinary Course of Business.

    


    (b)
       Between
      the date of this Agreement and the Closing, Seller shall not:

     

    (i)
       sell,
      transfer or otherwise dispose of any of the Purchase Shares or any interest
      in
      the Purchase Shares and/or agree to do any of the foregoing;

    


    (ii) accept
      any dividend or other distribution in respect of any of the Purchase
      Shares;

     

    (iii)
       incur,
      make, assume or suffer to exist any Encumbrance or other matter affecting title
      to any of the Purchase Shares;

     

    (iv)
       enter
      into any shareholder agreements, voting trusts, restrictions on transfer or
      other agreements or instruments that would be binding on the Buyer as the owner
      of the Purchase Shares; or

    


    (v)
       take
      any
      action, that would result in any of the Seller’s representations and warranties
      in this Agreement being untrue and incorrect and Seller shall use its best
      efforts to prevent the occurrence of any event or the existence of any
      condition.

    


    SECTION
      5.4 NEGATIVE COVENANT. Except as otherwise expressly permitted herein, between
      the date of this Agreement and the Closing Date, Company shall not, and Seller
      shall not permit Company to, without the prior written Consent of Buyer, (a)
      take any affirmative action, or fail to take any reasonable action within its
      control, as a result of which any of the changes or events listed in
Section
      3.14
      would be
      likely to occur; (b) make any modification to any material Contract or
      Governmental Authorization; (c) allow the levels of raw materials, supplies
      or
      other materials included in the Inventories to vary materially from the levels
      customarily maintained in the Ordinary Course of Business; or (d) enter into
      any
      compromise or settlement of any litigation, proceeding or governmental
      investigation relating to Company, , or the Assets or business of Company
      .

    


    SECTION
      5.5 REQUIRED APPROVALS. As promptly as practicable after the date of this
      Agreement, Company shall make all filings required by Legal Requirements to
      be
      made by it in order to consummate the Contemplated Transactions. Company and
      Seller also shall cooperate with Buyer and its Representatives with respect
      to
      all filings that Buyer elects to make or, pursuant to Legal Requirements, shall
      be required to make in connection with the Contemplated Transactions. Company
      and Seller also shall cooperate with Buyer and its Representatives in obtaining
      all Material Consents.

    


    SECTION
      5.6 NOTIFICATION. Between the date of this Agreement and the Closing, Seller
      and
      Company shall promptly notify Buyer in writing upon becoming aware of (a) any
      fact or condition that causes or constitutes a Breach of any of Company's or
      Seller’s representations and warranties made as of the date of this Agreement or
      (b) the occurrence after the date of this Agreement of any fact or condition
      that would or be reasonably likely to (except as expressly contemplated by
      this
      Agreement) cause or constitute a Breach of any such representation or warranty
      had that representation or warranty been made as of the time of the occurrence
      of, or Company's or such Seller's discovery of, such fact or condition. Should
      any such fact or condition require any change to the representations and
      warranties made herein, the Company and Seller shall promptly deliver to
      Buyer a written supplement specifying such change. Such delivery shall not
      affect any rights of Buyer under Section
      9.2
      and
Article
      11.
      During
      the same period, Company and Seller shall also promptly notify Buyer of the
      occurrence of any Breach of any covenant of Company or Seller or of the
      occurrence of any event that may make the satisfaction of the conditions set
      forth in Article
      7
      impossible or unlikely.

    


    SECTION
      5.7 NO NEGOTIATION. Until such time as this Agreement shall have been terminated
      pursuant to Section
      9.1,
      neither
      Company nor Seller shall directly or indirectly solicit, initiate, encourage
      or
      entertain any inquiries or proposals from, discuss or negotiate with, provide
      any nonpublic information to or consider the merits of any inquiries or
      proposals from any Person (other than Buyer) relating to any business
      combination transaction involving Company, including but not limited to the
      sale
      by Seller of any shares of Company, the merger or consolidation of Company
      or
      the sale of Company's business or any of its Assets (other than in the Ordinary
      Course of Business). Company and Seller shall notify Buyer of any such inquiry
      or proposal within twenty-four (24) hours of receipt or awareness of the same
      by
      Company or Seller.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SECTION
      5.8 BEST EFFORTS. Company and Seller shall use their Best Efforts to cause
      the
      conditions in Article
      7
      and
Section
      8.3
      to be
      satisfied.

    


    SECTION
      5.9 PAYMENT OF LIABILITIES. Company shall pay or otherwise satisfy in the
      Ordinary Course of Business all of its Liabilities and obligations.


    


    SECTION
      5.10 COOPERATION WITH RESPECT TO FINANCIAL REPORTING. After the date of this
      Agreement, Seller and Company shall reasonably cooperate with Buyer in
      connection with Buyer's preparation of financial statements and other
      information required for Buyer’s filings with the SEC under the Exchange Act,
      including but not limited to, Buyer’s Form 8-K that is to be filed with the SEC
      pursuant to the Exchange Act in connection with the Closing.

    


    SECTION
      5.11 TRANSFER
      OF REAL PROPERTY. On or before the Closing, Company and Seller shall cause
      the
      transfer of all rights, title and interest in the Real Property from the owners
      thereof to the Company, without any additional consideration payable therefore
      by Buyer, as provided in Section
      3.7.
       

    


    ARTICLE
      VI

    ADDITIONAL
      COVENANTS OF BUYER

    


    SECTION
      6.1 BEST EFFORTS. Buyer shall use its Best Efforts to cause the conditions
      in
Article
      8
      and
Section
      7.4
      to be
      satisfied.

    


    ARTICLE
      VII

    CONDITIONS
      PRECEDENT TO BUYER’S OBLIGATION TO CLOSE

    


    Buyer's
      obligation to purchase the Purchase Shares and to take the other actions
      required to be taken by Buyer at the Closing is subject to the satisfaction,
      at
      or prior to the Closing, of each of the following conditions (any of which
      may
      be waived by Buyer, in whole or in part):

    


    SECTION
      7.1 RECEIPT
      OF FINANCIAL STATEMENTS. Company shall have provided Buyer with Company’s ’s
      Financial Statements at least three days prior to closing but in no event later
      than June 30, 2008 unless extended by the mutual consent of the parties. The
      Financial Statements shall be true and correct and not contain any untrue
      statement of a material fact or omit to state any material fact necessary to
      make the statements therein not misleading. 

    


    SECTION
      7.2 ACCURACY OF REPRESENTATIONS. All of Seller’s and Company’s representations
      and warranties in this Agreement (considered collectively), and each of these
      representations and warranties (considered individually), shall have been
      accurate in all material respects as of the date of this Agreement, and shall
      be
      accurate in all material respects as of the time of the Closing as if then
      made,
      without giving effect to any supplement provided by Seller or Company to Buyer
      pursuant to Section
      5.6.

    


    SECTION
      7.3 COMPANY'S PERFORMANCE. All of the covenants and obligations that Company
      and
      Seller are required to perform or with which Company and Seller are required
      to
      comply pursuant to this Agreement at or prior to the Closing (considered
      collectively), and each of these covenants and obligations (considered
      individually), shall have been duly performed and complied with in all material
      respects.

    


    SECTION
      7.4 CONSENTS. Each of the Consents identified in a schedule to be provided
      by
      Buyer to Company and Seller on or before the Compliance Date (the "Material
      Consents") shall have been obtained and shall be in full force and
      effect.

    


    SECTION
      7.5 ADDITIONAL DOCUMENTS. Company and Seller shall have caused the documents
      and
      instruments required by Section
      2.3(a)
      and the
      following documents to be delivered (or tendered subject only to Closing) to
      Buyer:

    


    (a) The
      charter and foundation documents of Company and any amendments thereto, duly
      certified as of a recent date by the appropriate officials of the jurisdiction
      of Company's ’s organization; 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (b) If
      requested by Buyer, any Consents or other instruments that may be required
      to
      permit Buyer's qualification in each jurisdiction in which Company is licensed
      or qualified to do business as a foreign corporation under the name "Protech” or
“Protech Biosystems” or any derivative thereof;

    


    (c) Releases
      of all Encumbrances on the Assets, if any;

    


    (d) Certificates
      dated as of a date not earlier than the third Business Day prior to the Closing
      as to the good standing of Company, executed by the appropriate officials in
      each jurisdiction in which Company is licensed or qualified to do business
      as a
      foreign corporation; and

    


    (e) Such
      other documents as Buyer may request for the purpose of: (i) evidencing the
      accuracy of any of Company's or Seller’s representations and warranties; (ii)
      evidencing the performance by Company or Seller of, or the compliance by Company
      or Seller with, any covenant or obligation required to be performed or complied
      with by Company or Seller; (iii) evidencing the satisfaction of any condition
      referred to in this Article
      7;
      or (iv)
      otherwise facilitating the consummation or performance of any of the
      Contemplated Transactions.

    


    SECTION
      7.6 NO PROCEEDINGS. Since the date of this Agreement, there shall not have
      been
      commenced or threatened against Buyer, or against any Related Person of Buyer,
      any Proceeding (a) involving any challenge to, or seeking Damages or other
      relief in connection with, any of the Contemplated Transactions or (b) that
      may
      have the effect of preventing, delaying, making illegal, imposing limitations
      or
      conditions on or otherwise interfering with any of the Contemplated
      Transactions.

    


    SECTION
      7.7 NO CONFLICT. Neither the consummation nor the performance of any of the
      Contemplated Transactions will, directly or indirectly (with or without notice
      or lapse of time), contravene or conflict with or result in a violation of
      or
      cause Buyer or any Related Person of Buyer to suffer any adverse consequence
      under (a) any applicable Legal Requirement or Order or (b) any Legal Requirement
      or Order that has been published, introduced or otherwise proposed by or before
      any Governmental Body. 

    


    SECTION
      7.8 GOVERNMENTAL AUTHORIZATIONS. Buyer shall have received such Governmental
      Authorizations as are necessary or desirable to allow Buyer to operate the
      Company’s business from and after the Closing including the RBI/FIBI approvals.


    


    SECTION
      7.9 DUE DILIGENCE; SATISFACTION WITH DUE DILIGENCE.

    


    (a) Seller
      and the Company shall have provided to the Company the information required
      to
      be set forth in the schedules referred to in the relevant provisions of this
      Agreement or otherwise required to be disclosed or provided to Buyer pursuant
      to
      this Agreement. 

    


    (b) Buyer
      shall have completed its legal, accounting, and business due diligence of the
      Company and the results thereof shall be satisfactory to Buyer in its sole
      and
      absolute discretion. 

    


    SECTION
      7.10 OTHER INFORMATION REQUIRED FOR SEC. Company and Seller shall have prepared
      and delivered to Buyer any other information from Company or Seller required
      to
      be filed pursuant to the Exchange Act with the SEC by Buyer in connection with
      the Closing.

    


    SECTION
      7.11 SECURITIES LAW MATTERS. The offer and issuance of the Consideration Shares
      shall not be in violation of the applicable federal or state securities laws.
      

    


    SECTION
      7.12 TRANSFER
      OF REAL PROPERTY. On or before the Closing, Company and Seller shall have caused
      the transfer of all rights, title and interest in the Real Property from the
      owners thereof to Buyer, without any additional consideration payable therefore
      by Buyer, as provided in Section
      3.7.
       

    


    ARTICLE
      VIII

    CONDITIONS
      PRECEDENT TO SELLER’S AND COMPANY’S OBLIGATION TO CLOSE

    


    Seller’s
      obligation to sell the Purchase Shares and to take the other actions required
      to
      be taken by Seller at the Closing, and Company’s obligation to take such actions
      required by Company at the Closing, is subject to the satisfaction, at or prior
      to the Closing, of each of the following conditions (any of which may be waived
      by Seller and Company in whole or in part):

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SECTION
      8.1 ACCURACY OF REPRESENTATIONS. All of Buyer's representations and warranties
      in this Agreement (considered collectively), and each of these representations
      and warranties (considered individually), shall have been accurate in all
      material respects as of the date of this Agreement and shall be accurate in
      all
      material respects as of the time of the Closing as if then made.

    


    SECTION
      8.2 BUYER’S PERFORMANCE. All of the covenants and obligations that Buyer is
      required to perform or with which Buyer is required to comply pursuant to
      this Agreement at or prior to the Closing (considered collectively), and each
      of
      these covenants and obligations (considered individually), shall have been
      performed and complied with in all material respects.

    


    SECTION
      8.3 CONSENTS. Each of the Consents identified in a schedule to be provided
      by
      Company and Seller to Buyer on or before the Compliance Date shall have been
      obtained and shall be in full force and effect.

    


    SECTION
      8.4 ADDITIONAL DOCUMENTS. Buyer shall have caused the documents and instruments
      required by Section
      2.3(b)
      and the
      following documents to be delivered (or tendered subject only to Closing) to
      Company and Seller as well as such other documents as Company and Seller may
      reasonably request for the purpose of (i) evidencing the accuracy of any
      representation or warranty of Buyer, (ii) evidencing the performance by Buyer
      of, or the compliance by Buyer with, any covenant or obligation required to
      be
      performed or with which Buyer is required to comply or (iii) evidencing the
      satisfaction of any condition referred to in this Article
      8.

       

    SECTION
      8.5 NO INJUNCTION. No Legal Requirement, injunction or other Order shall be
      in
      effect that (a) prohibits the consummation of the Contemplated Transactions
      and
      (b) has been adopted or issued, or has otherwise become effective, since the
      date of this Agreement.

    


    ARTICLE
      IX

    TERMINATION

    


    SECTION
      9.1 TERMINATION EVENTS. By written notice given prior to or at the Closing,
      subject to Section
      9.2,
      this
      Agreement may be terminated by the Party or Parties referenced below as
      follows:

    


    (a) by
      Buyer,
      if Company or Seller is in material Breach of any representation, warranty,
      covenant, or agreement of such Party contained in this Agreement, or any such
      representation or warranty shall have become untrue (unless such Breach results
      primarily from Buyer breaching any representation, warranty, covenant or
      agreement in this Agreement), and such Breach has not been waived by Buyer
      or
      rectified within five(5) days;

    


    (b) by
      Buyer,
      if Buyer shall have not received from Company the Company’s Financial Statements
      on or before June 30, 2008 unless extended by the mutual consent of the parties;
      

    


    (c) by
      Buyer,
      if Buyer shall have not received from Seller or the Company the information
      required to be set forth in the schedules referred to in the relevant provisions
      of this Agreement or otherwise required to be disclosed or provided to Buyer
      pursuant to this Agreement, and Buyer has not granted an extension of time
      to
      Seller or Company; 

    


    (d) by
      Buyer,
      if Buyer shall have completed its legal, accounting, and business due diligence
      of the Company, and the results thereof are not deemed satisfactory to Buyer
      in
      its sole and absolute discretion; 

    


    (e) by
      Buyer,
      if any condition in Article
      7
      has not
      been satisfied as of the End Date, other than the Company’s obligation to
      provide Financial Statements which must be satisfied on or before June 30,
      2008
      unless Buyer grants an extension to Seller or Company, as applicable, (unless
      the failure results primarily from Buyer breaching any representation, warranty,
      covenant, or agreement contained in this Agreement), and Buyer has not waived
      such condition on or before such date or rectified within five(5) days;


    


    (f) by
      Seller, if Buyer is in material Breach of any representation, warranty,
      covenant, or agreement of Buyer, or any such representation or warranty shall
      have become untrue (unless such Breach results primarily from Seller or Company
      breaching any representation, warranty, covenant or agreement in this
      Agreement), and such Breach has not been waived by Seller
      or Company;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (g) by
      Seller, if any condition in Article
      8
      has not
      been satisfied as of the End Date (unless the failure results primarily from
      Seller or Company breaching any representation, warranty, or covenant contained
      in this Agreement), and Company and Seller have not waived such condition on
      or
      before such date;

    


    (h) by
      mutual
      consent of Buyer, Seller, and Company; or

    


    (i) by
      Buyer,
      if the Closing has not occurred on or before July 31, 2008 or Buyer has not
      extended the date for the Closing. 

     

    SECTION
      9.2 EFFECT OF TERMINATION. Each party's right of termination under Section
      9.1
      is in
      addition to any other rights it may have under this Agreement, at law or in
      equity, and the exercise of such right of termination will not be an election
      of
      remedies to the exclusion of any others. If this Agreement is terminated
      pursuant to Section
      9.1,
      all
      obligations of the parties under this Agreement will terminate, except that
      the
      obligations of the parties in this Section
      9.2
      and
Articles
      12
      and
13
      will
      survive; provided, however, that, if this Agreement is terminated because of
      a
      Breach of this Agreement by the non-terminating party or because one or more
      of
      the conditions to the terminating party's obligations under this Agreement
      is
      not satisfied as a result of the non-terminating party's failure to comply
      with
      its obligations under this Agreement, the terminating party's right to pursue
      all legal remedies will survive such termination unimpaired.

    


    ARTICLE
      X

    ADDITIONAL
      COVENANTS

    


    SECTION
      10.1 FURTHER ASSURANCES. From and after the date hereof, and continuing after
      the Closing, the parties shall cooperate reasonably with each other and with
      their respective Representatives in connection with any steps required to be
      taken as part of their respective obligations under this Agreement, and shall
      (a) furnish upon request to each other any further information that any party
      hereto may reasonably require; (b) execute and deliver to each other party
      such
      other documents as such other parties may reasonably require; and (c) do such
      other acts and things as the other parties may reasonably request for the
      purpose of carrying out the intent of this Agreement and the Contemplated
      Transactions.

    


    SECTION
      10.2 POST-CLOSING SEC FILINGS. As soon as practicable following the Closing,
      Buyer shall cause the transactions contemplated hereunder to be memorialized
      and
      disclosed by making all filings or recordings required under applicable law.
      Seller hereby covenants and agrees to aid Buyer, as specifically requested
      by
      Buyer, in preparing and making such filings or recordings. 

    


    SECTION
      10.3 SOUTHEASTERN FINANCIAL HOLDINGS, LLC. Sellers acknowledge that SOUTHEASTERN
      FINANCIAL HOLDINGS, LLC, and/or its wholly owned subsidiary BASIS FINANCIAL,
      LLC, has provided, or will be providing financial consulting services to Buyer
      relating to the contemplated acquisition transactions.  

    


    SECTION
      10.4. The Existing Shareholders of the Buyer(s) and the Seller(s), once they
      are
      allotted the Consideration Shares, shall enter into a Shareholders’ Agreement in
      the form satisfactory to the parties, which is annexed to this document as
      Exhibit A

    


    SECTION
      10.5. The
      Buyer
      and Dr. Sanjiw shall enter into an Employment Agreement in the form satisfactory
      to the parties, which is annexed to this document as Exhibit B

    


    SECTION
      10.6. The Buyer shall enter into a Consultancy
      Agreement with Basis Financial, LLC, in the form satisfactory to the parties,
      which annexed to this document as Exhibit C

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    ARTICLE
      XI

    INDEMNIFICATION;
      REMEDIES

    


    SECTION
      11.1 SURVIVAL.

    


    (a)
       All
      representations, warranties, covenants and obligations in this Agreement, the
      schedules or other documentation provided pursuant to this Agreement, any
      supplements thereto, the certificates delivered pursuant to Section
      2.3,
      and any
      other certificate or document delivered pursuant to this Agreement shall survive
      the Closing and the consummation of the Contemplated Transactions until the
      expiration of their respective statutes of limitations. 

    


    (b)
       The
      right
      to indemnification, reimbursement or other remedy based upon such
      representations, warranties, covenants and obligations shall not be affected
      by
      any investigation (including any environmental investigation or assessment)
      conducted with respect to, or any Knowledge acquired (or capable of being
      acquired) at any time, whether before or after the execution and delivery of
      this Agreement or the Closing Date, with respect to the accuracy or inaccuracy
      of or compliance with any such representation, warranty, covenant or obligation.
      The waiver of any condition based upon the accuracy of any representation or
      warranty, or upon the performance of or compliance with any covenant or
      obligation, will not affect the right to indemnification, reimbursement or
      other
      remedy based upon such representations, warranties, covenants and
      obligations.

    


    SECTION
      11.2 INDEMNIFICATION AND REIMBURSEMENT BY SELLER. Seller and Company shall,
      jointly and severally, indemnify and hold harmless Buyer, and its
      Representatives, shareholders, directors, officers, employees, agents,
      subsidiaries, and affiliates (collectively, the "Buyer Indemnified Persons"),
      and shall reimburse the Buyer Indemnified Persons for any loss, Liability,
      claim, damage, expense (including costs of investigation and defense and
      reasonable attorneys' fees and expenses) or diminution of value, whether or
      not
      involving a Third Party Claim (collectively, "Damages"), arising from or in
      connection with:

    


    (a)
       any
      Breach of any representation or warranty made by Seller or Company in this
      Agreement and any other certificate, document, writing or instrument delivered
      by Seller or Company pursuant to this Agreement; 

      

    (b)
       any
      Breach of any covenant or obligation of Seller or Company in this Agreement
      or
      in any other certificate, document, writing or instrument delivered by Seller
      or Company pursuant to this Agreement; 

    


    (c)
       any
      Liability arising out of the operation of Company or the business or Assets
      of
      Company prior to the Closing Date; 

    


    (d)
       any
      product or any services sold, included in Inventory, or otherwise provided
      by,
      Company , in whole or in part, prior to the Closing Date, including claims
      for
      Breach of warranty or product Liability;

    


    (e)
       any
      Liability under any Company Contract entered into prior to the Closing
      Date;

    


    (f)
       any
      Liability for Taxes, including (i) any Taxes arising as a result of the
      Company's ’s operation of its Business or ownership of its Assets prior to the
      Closing Date, and (ii) any Taxes that will arise as a result of the sale of
      the
      Purchase Shares pursuant to this Agreement;

    


    (g)
       any
      Liability relating to payroll, vacation, sick leave, workers' compensation,
      unemployment benefits, pension benefits, employee stock option or profit-sharing
      plans, health care plans or benefits or any other employee plans or benefits
      of
      any kind for Company's ’s employees or former employees or both;


    


    (h)
       any
      Liability relating to the payment of all wages and other remuneration due to
      any
      Company employees with respect to their services as employees of Company through
      the close of business on the Closing Date, including pro rata bonus payments
      and
      all vacation pay earned prior to the Closing Date and the payment of any
      termination or severance payments. 

    


    (i)
       any
      Liability arising out of any Proceeding commenced after the Closing Date and
      arising out of or relating to any occurrence or event happening prior to the
      Closing Date, and any Liability under any Company Contract that arises after
      the
      Closing but that arises out of or relates to any Breach that occurred prior
      to
      the Closing, and any such other Liability;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (j)
       any
      Liability arising out of or resulting from Company's ’s compliance or
      noncompliance with any Legal Requirement or Order of any Governmental Body;
      

    


    (k)
       any
      Liability of Company under this Agreement or any other document executed in
      connection with the Contemplated Transactions; and

    


    (l)
       any
      Liability of Company based upon Seller’s acts or omissions occurring after
      the Closing Date.

    


    SECTION
      11.3 INDEMNIFICATION AND REIMBURSEMENT BY BUYER. Buyer will indemnify and hold
      harmless Seller and Company, and will reimburse Seller and Company, for any
      Damages arising from or in connection with:

    


    (a) any
      Breach of any representation or warranty made by Buyer in this Agreement or
      in
      any certificate, document, writing or instrument delivered by Buyer pursuant
      to
      this Agreement; or

    


    (b) any
      Breach of any covenant or obligation of Buyer in this Agreement or in any other
      certificate, document, writing or instrument delivered by Buyer pursuant to
      this
      Agreement.

    


    SECTION
      11.4 THIRD-PARTY CLAIMS.

     

    (a) Promptly
      after receipt by a Person entitled to indemnity under Section
      11.2
      or
11.3
      (an
      "Indemnified Person") of notice of the assertion of a Third-Party Claim against
      it, such Indemnified Person shall give notice to the Person obligated to
      indemnify it under such Section (an "Indemnifying Person") of the assertion
      of
      such Third-Party Claim, provided that the failure to notify the Indemnifying
      Person will not relieve the Indemnifying Person of any liability that it may
      have to any Indemnified Person, except to the extent that the Indemnifying
      Person demonstrates that the defense of such Third-Party Claim is prejudiced
      by
      the Indemnified Person's failure to give such notice.

    


    (b) If
      an
      Indemnified Person gives notice to the Indemnifying Person pursuant to
Section
      11.4(a)
      of the
      assertion of a Third-Party Claim, the Indemnifying Person shall be entitled
      to
      participate in the defense of such Third-Party Claim and, to the extent that
      it
      wishes (unless (i) the Indemnifying Person is also a Person against whom the
      Third-Party Claim is made and the Indemnified Person determines in good faith
      that joint representation would be inappropriate or (ii) the Indemnifying Person
      fails to provide reasonable assurance to the Indemnified Person of its financial
      capacity to defend such Third-Party Claim and to provide indemnification with
      respect to such Third-Party Claim), to assume the defense of such Third-Party
      Claim with counsel satisfactory to the Indemnified Person. After notice from
      the
      Indemnifying Person to the Indemnified Person of its election to assume the
      defense of such Third-Party Claim, the Indemnifying Person shall not, so long
      as
      it diligently conducts such defense, be liable to the Indemnified Person under
      this Article
      11
      for any
      fees of other counsel or any other expenses with respect to the defense of
      such
      Third-Party Claim, in each case subsequently incurred by the Indemnified Person
      in connection with the defense of such Third-Party Claim, other than reasonable
      costs of investigation. If the Indemnifying Person assumes the defense of a
      Third-Party Claim, (i) such assumption will conclusively establish for purposes
      of this Agreement that the claims made in that Third-Party Claim are within
      the
      scope of and subject to indemnification, and (ii) no compromise or settlement
      of
      such Third-Party Claims may be effected by the Indemnifying Person without
      the
      Indemnified Person's Consent unless (A) there is no finding or admission of
      any
      violation of Legal Requirement or any violation of the rights of any Person;
      (B)
      the sole relief provided is monetary damages that are paid in full by the
      Indemnifying Person; and (C) the Indemnified Person shall have no liability
      with
      respect to any compromise or settlement of such Third-Party Claims effected
      without its Consent. If notice is given to an Indemnifying Person of the
      assertion of any Third-Party Claim and the Indemnifying Person does not, within
      ten (10) days after the Indemnified Person's notice is given, give notice to
      the
      Indemnified Person of its election to assume the defense of such Third-Party
      Claim, the Indemnifying Person will be bound by any determination made in such
      Third-Party Claim or any compromise or settlement effected by the Indemnified
      Person.

    


    (c) Notwithstanding
      the foregoing, if an Indemnified Person determines in good faith that there
      is a
      reasonable probability that a Third-Party Claim may adversely affect it or
      its
      Related Persons other than as a result of monetary damages for which it would
      be
      entitled to indemnification under this Agreement, the Indemnified Person may,
      by
      notice to the Indemnifying Person, assume the exclusive right to defend,
      compromise or settle such Third-Party Claim, but the Indemnifying Person will
      not be bound by any determination of any Third-Party Claim so defended for
      the
      purposes of this Agreement or any compromise or settlement effected without
      its
      Consent (which may not be unreasonably withheld).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (d) Notwithstanding
      the provisions of Section
      13.4,
      Company
      and Seller hereby consent to the nonexclusive jurisdiction of any court in
      which
      a Proceeding in respect of a Third-Party Claim is brought against any Buyer
      Indemnified Person for purposes of any claim that a Buyer Indemnified Person
      may
      have under this Agreement with respect to such Proceeding or the matters alleged
      therein and agree that process may be served on Company and Seller with respect
      to such a claim anywhere in the world.

    


    (e) With
      respect to any Third-Party Claim subject to indemnification under this
Article
      11:
      (i)
      both the Indemnified Person and the Indemnifying Person, as the case may be,
      shall keep the other Person fully informed of the status of such Third-Party
      Claim and any related Proceedings at all stages thereof where such Person is
      not
      represented by its own counsel, and (ii) the parties agree (each at its own
      expense) to render to each other such assistance as they may reasonably require
      of each other and to cooperate in good faith with each other in order to ensure
      the proper and adequate defense of any Third-Party Claim.

    


    (f) With
      respect to any Third-Party Claim subject to indemnification under this
Article
      11,
      the
      parties agree to cooperate in such a manner as to preserve in full (to the
      extent possible) the confidentiality of all Confidential Information and the
      attorney-client and work-product privileges. In connection therewith, each
      party
      agrees that: (i) it will use its Best Efforts, in respect of any Third-Party
      Claim in which it has assumed or participated in a defense, to avoid production
      of Confidential Information (consistent with applicable law and rules of
      procedure), and (ii) all communications between any party hereto and counsel
      responsible for or participating in the defense of any Third-Party Claim shall,
      to the extent possible, be made so as to preserve any applicable attorney-client
      or work-product privilege.

    


    SECTION
      11.5 OTHER CLAIMS. A claim for indemnification for any matter not involving
      a
      Third-Party Claim may be asserted by notice to the party from whom
      indemnification is sought and shall be paid promptly after such
      notice.

    


    SECTION
      11.6 INDEMNIFICATION DESPITE NEGLIGENCE, STRICT LIABILITY OR LIABILITY WITHOUT
      FAULT.

    


    IT
      IS THE
      EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH PARTY TO BE INDEMNIFIED
      PURSUANT TO THIS ARTICLE 11 SHALL BE INDEMNIFIED AND HELD HARMLESS FROM AND
      AGAINST ALL INDEMNIFIED LOSSES AS TO WHICH INDEMNITY IS PROVIDED FOR UNDER
      THIS
      ARTICLE 11 NOTWITHSTANDING THAT ANY SUCH INDEMNIFIED LOSSES ARISE OUT OF OR
      RESULT FROM THE (I) THE ORDINARY, STRICT, SOLE, OR CONTRIBUTORY NEGLIGENCE,
      OR
      (II) STRICT LIABILITY (OR OTHER LIABILITY WITHOUT FAULT) OF SUCH PARTY AND
      REGARDLESS OF WHETHER ANY OTHER PARTY (INCLUDING ANOTHER PARTY TO THIS
      AGREEMENT) IS OR IS NOT ALSO NEGLIGENT OR OTHERWISE LIABLE WITH RESPECT TO
      THE
      MATTER IN QUESTION. 

    


    ARTICLE
      XII

    CONFIDENTIALITY

    


    SECTION
      12.1 CONFIDENTIAL INFORMATION.

    


    (a) Each
      Party agrees that, unless and until the Closing has been consummated, each
      Party
      will hold in strict confidence, and will not use to the detriment of any other
      Party, any data and information obtained in connection with this Agreement
      or
      the Contemplated Transactions, except insofar as this data and information
      may
      be required by law to be included in documents required to be filed by Buyer
      with the SEC under the Exchange Act and the rules and regulations promulgated
      thereunder or may be required in connection with financing efforts undertaken
      by
      or on behalf of Buyer.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (b) "Confidential
      Information" means all items, materials and information which belong to a Party
      and are not generally known to the public that has been or may hereafter be
      disclosed to the other Party(ies) by such Party or by the directors, officers,
      employees, agents, consultants, advisors or other representatives, including
      legal counsel, accountants and financial advisors of such Party, irrespective
      of
      the form of the disclosure. Confidential Information is intended to be
      interpreted broadly and includes trade secrets and other proprietary or
      confidential information concerning the business and affairs of a Party, product
      specifications, data, know-how, formulae, compositions, processes, designs,
      sketches, photographs, graphs, drawings, samples, inventions and ideas, past,
      current, and planned research and development, current and planned manufacturing
      or distribution methods and processes, customer lists, current and anticipated
      customer requirements, price lists, supplier lists, market studies, business
      plans, computer software and programs (including object code and source code),
      computer software and database technologies, systems, structures and
      architectures (and related processes, formulae, composition, improvements,
      devices, know-how, inventions, discoveries, concepts, ideas, designs, methods
      and information); financial statements, financial projections and budgets,
      historical and projected sales, capital spending budgets and plans, the names
      and backgrounds of key personnel, and personnel training techniques and
      materials. Confidential Information also includes all notes, analyses,
      compilations, studies, summaries and other material containing or based, in
      whole or in part, upon any Confidential Information.

     

    ARTICLE
      XIII

    GENERAL
      PROVISIONS

    


    SECTION
      13.1 EXPENSES. Except as otherwise provided in this Agreement, each Party to
      this Agreement will bear its own fees and expenses incurred in connection with
      the preparation, negotiation, execution and performance of this Agreement and
      the Contemplated Transactions, including all fees and expenses of its
      Representatives. If this Agreement is terminated, the obligation of each Party
      to pay its own fees and expenses will be subject to any rights of such Party
      arising from a Breach of this Agreement by another Party.

    


    SECTION
      13.2 PUBLIC ANNOUNCEMENTS. Any public announcement, press release or similar
      publicity with respect to this Agreement or the Contemplated Transactions will
      be issued, if at all, at such time and in such manner as Buyer determines.
      Except with the prior consent of Buyer or as permitted by this Agreement,
      neither Company, Seller nor any of their Representatives shall disclose to
      any
      Person (a) the fact that any confidential information of Company or Seller
      has
      been disclosed to Buyer or its Representatives, that Buyer or its
      Representatives have inspected any portion of the Confidential Information
      of
      Company or Seller, that any Confidential Information of Buyer has been disclosed
      to Company, Seller or their Representatives or that Company, Seller or their
      Representatives have inspected any portion of the Confidential Information
      of
      Buyer or (b) any information about the Contemplated Transactions, including
      the
      status of such discussions or negotiations, the execution of any documents
      (including this Agreement) or any of the terms of the Contemplated Transactions
      or the related documents (including this Agreement). Company, Seller and Buyer
      will consult with each other concerning the means by which Company's employees,
      customers, suppliers and others having dealings with Company will be informed
      of
      the Contemplated Transactions, and Buyer will have the right to be present
      for
      any such communication.

    


    SECTION
      13.3 NOTICES. All notices, Consents, waivers and other communications required
      or permitted by this Agreement shall be in writing and shall be deemed given
      to
      a party when (a) delivered to the appropriate address by hand (with written
      confirmation of receipt) or by nationally recognized overnight courier service
      (costs prepaid); (b) sent by facsimile with confirmation of transmission by
      the
      transmitting equipment; or (c) sent to the addressee by certified mail, return
      receipt requested, in each case to the following addresses or facsimile numbers
      (or to such other address, facsimile number, e-mail address or Person as a
      party
      may designate by notice to the other parties):

     

    
      	Company	
              Protech
                Biosystems Pvt. Ltd.

            


    

    F-1194

    Chittaranjan
      Park

    New
      Delhi, Delhi 110019

    


    
      	Seller(s):	
              1)
                Sanjiw
                Kumar Singh

            


    

    E.
      786
      C.R. Park

    New
      Delhi, India 110019 

     

    2)
      Raju
      Kumar Singh

    E.
      786
      C.R. Park

    New
      Delhi, India 110019

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    3)
      Rana
      Rajesh Kumar

    E.
      786
      C.R. Park

    New
      Delhi, India 110019

    


    
      	Buyer:	
              SFH
                I ACQUISITION CORP.

            


    

    3363
      NE
      163rd
      Street
      Suite 705

    North
      Miami Beach, Florida 33160

    


    SECTION
      13.4 RESOLUTION OF DISPUTES.

    


    (a) In
      the
      event that any dispute, controversy or claim arising out of or relating to
      this
      Agreement or the breach, termination or validity thereof should arise between
      the Parties (a “Dispute”), the Party wishing to declare a Dispute shall deliver
      to the other Party(ies) a written notice identifying the disputed
      issue.

     

    (b) Any
      Party
      may give the other Party(ies) written notice of any Dispute not resolved in
      the
      normal course of business. Executives of the Parties shall meet at a mutually
      acceptable time and place within ten (10) Business Days after delivery of such
      notice and thereafter as often as they reasonably deem necessary, to exchange
      relevant information and to attempt to resolve the Dispute. In such meetings
      and
      exchanges, a Party shall have the right to designate as confidential any
      information that such Party offers. If the matter has not been resolved in
      the
      aforementioned manner within thirty (30) Days of the disputing Party’s notice
      having been issued, or if the Parties fail to meet within ten (10) Business
      Days
      as required above, any of the Parties may initiate legal action in Miami-Dade
      County, Florida in either the state or federal court. By entering into this
      Agreement, both parties agree to the jurisdiction of the state and federal
      courts located in Miami-Dade County, Florida. This Agreement shall be
      interpreted, enforced and governed by the laws of the  State
      of
      Florida without regard to principals of conflict or choice of laws.


    


    In
      the
      event of any litigation arising out of this Agreement, the prevailing party
      shall be entitled to recover all costs including attorneys’ fees. 

    


    SECTION
      13.5 ENFORCEMENT OF AGREEMENT. Company and Seller acknowledge and agree that
      Buyer will be irreparably damaged if any of the provisions of this Agreement
      are
      not performed in accordance with their specific terms and that any Breach of
      this Agreement by Company or Seller will be incapable of being adequately
      compensated by monetary damages alone. In addition to any other right or remedy,
      any Party shall be entitled to enforce any provision of this Agreement by a
      decree of specific performance and by temporary, and permanent injunctive
      relief to prevent Breaches or threatened Breaches of any of the provisions
      of
      this Agreement, without posting any bond or other undertaking.

    


    SECTION
      13.6 WAIVER; REMEDIES CUMULATIVE. The rights and remedies of the Parties are
      cumulative and not alternative. Neither any failure nor any delay by any Party
      in exercising any right, power or privilege under this Agreement or any of
      the
      documents referred to in this Agreement will operate as a waiver of such right,
      power or privilege, and no single or partial exercise of any such right, power
      or privilege will preclude any other or further exercise of such right, power
      or
      privilege or the exercise of any other right, power or privilege. To the maximum
      extent permitted by applicable law, (a) no claim or right arising out of this
      Agreement or any of the documents referred to in this Agreement can be
      discharged by one Party, in whole or in part, by a waiver or renunciation of
      the
      claim or right unless in writing signed by the other Parties; (b) no waiver
      that
      may be given by a Party will be applicable except in the specific instance
      for
      which it is given; and (c) no notice to or demand on one Party will be deemed
      to
      be a waiver of any obligation of that Party or of the right of the Party giving
      such notice or demand to take further action without notice or demand as
      provided in this Agreement or the documents referred to in this
      Agreement.

    


    SECTION
      13.7 ENTIRE AGREEMENT AND MODIFICATION. This Agreement supersedes all prior
      agreements, whether written or oral, between the Parties with respect to its
      subject matter (including any letter of intent and any confidentiality agreement
      between Buyer, on the one hand, and Seller or Company, on the other hand) and
      constitutes (along with the schedules, Exhibits and other documents delivered
      pursuant to this Agreement) a complete and exclusive statement of the terms
      of
      the agreement between the parties with respect to its subject matter. This
      Agreement may not be amended, supplemented, or otherwise modified except by
      a
      written agreement executed by the Party to be charged with the
      amendment.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SECTION
      13.8 SCHEDULES.

    


    (a) The
      information contained in the schedules or other written disclosures constitute
      (i) exceptions to particular representations, warranties, covenants and
      obligations of Seller and Company as set forth in this Agreement or (ii)
      descriptions or lists of Assets and Liabilities and other items referred to
      in
      this Agreement. If there is any inconsistency between the statements in this
      Agreement and those in the schedules or other written disclosures (other than
      an
      exception expressly set forth as such in the schedules or other written
      disclosures with respect to a specifically identified representation or
      warranty), the statements in this Agreement will prevail.

    


    (b) The
      statements in the schedules or other written disclosures, and those in any
      supplement thereto, relate only to the provisions in the Section of this
      Agreement to which they expressly relate and not to any other provision in
      this
      Agreement.

    


    SECTION
      13.9 ASSIGNMENTS, SUCCESSORS AND NO THIRD-PARTY RIGHTS. No Party may assign
      any
      of its rights or delegate any of its obligations under this Agreement without
      the prior written consent of the other Parties, and any such attempted
      assignment shall be null and void and of no force or effect. Subject to the
      preceding sentence, this Agreement will apply to, be binding in all respects
      upon and inure to the benefit of the successors and permitted assigns of the
      Parties. Nothing expressed or referred to in this Agreement will be construed
      to
      give any Person other than the parties to this Agreement any legal or equitable
      right, remedy or claim under or with respect to this Agreement or any provision
      of this Agreement, except such rights as shall inure to a successor or permitted
      assignee pursuant to this Section
      13.9.

    


    SECTION
      13.10 SEVERABILITY. If any provision of this Agreement is held invalid or
      unenforceable by any court of competent jurisdiction, the other provisions
      of
      this Agreement will remain in full force and effect. Any provision of this
      Agreement held invalid or unenforceable only in part or degree will remain
      in
      full force and effect to the extent not held invalid or
      unenforceable.

    


    SECTION
      13.11 CONSTRUCTION. The headings of Articles and Sections in this Agreement
      are
      provided for convenience only and will not affect its construction or
      interpretation. All references to "Articles," "Sections," and “Exhibits” refer
      to the corresponding Articles, Sections, and Exhibits of this
      Agreement.

    


    SECTION
      13.12 TIME OF ESSENCE. With regard to all dates and time periods set forth
      or
      referred to in this Agreement, time is of the essence.

     

    SECTION
      13.13 GOVERNING LAW. This Agreement will be governed by and construed under
      the
      laws of the State of Florida, without regard to conflicts-of-laws rules or
      any
      principles that would require the application of any other law.

    


    SECTION
      13.14 EXECUTION OF AGREEMENT. This Agreement may be executed in one or more
      counterparts, each of which will be deemed to be an original copy of this
      Agreement and all of which, when taken together, will be deemed to constitute
      one and the same instrument. The exchange of copies of this Agreement and of
      signature pages by facsimile transmission shall constitute effective execution
      and delivery of this Agreement as to the parties and may be used in lieu of
      the
      original Agreement for all purposes. Signatures of the parties transmitted
      by
      facsimile shall be deemed to be their original signatures for all
      purposes.

    


    SECTION
      13.15 SELLER AND COMPANY LIABILITY; SELLER’S RELEASE.

    


    (a)
       Wherever
      in this Agreement provision is made for any action to be taken or not taken
      by
      Company, Seller undertakes to cause Company to take or not take such action,
      as
      the case may be. Without limiting the generality of the foregoing, Seller and
      Company shall be jointly and severally liable for the indemnities set forth
      in
Article
      11.

    


    (b)
       The
      Liability of Company prior to Closing shall be joint and several with Seller.
      Upon Closing, Company shall be forever discharged and released from all
      Liabilities hereunder, including any claims of contribution from Seller. In
      addition, in consideration for the Contemplated Transactions, as of the Closing,
      Seller and its directors, officers, shareholders, representatives, heirs,
      executors, successors and assigns (the "Waiving Parties"), release, waive and
      forever discharge, in all capacities, including as shareholder of Company,
      from
      and after the Closing any and all claims, known or unknown, that the Waiving
      Parties ever had, now have or may have against Company and its officers,
      directors, employees or agents in connection with or arising out of any act
      or
      omission of Company or its officers, directors, employees, advisers or agents,
      in such capacity, at or prior to the Closing. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Stock Purchase Agreement as
      of
      the date first written above.

    


    
      	
              BUYER:

            	
              COMPANY:

            
	 	 
	
              SFH
                I ACQUISITION CORP.

            	
              Protech
                Biosystems, Pvt. Ltd.

            
	 	 
	 	 
	
              By:________________________

            	
              By:_______________________

            
	
              Name:
                Armen Karapetyan

            	
              Name:

            
	
              Title:
                President

            	
              Title:

            
	 	 
	 	 
	
              SELLING
                SHAREHOLDERS:

            	
              PERCENTAGE
                OF OWNERSHIP

            
	 	 
	
              ______________________

            	 
	
              Mr.
                Sanjiw Kumar Singh

            	
              33.70%

            
	 	 
	 	 
	
              ____________________

            	 
	
              Mr.
                Raju Kumar Singh

            	
              33.15%

            
	 	 
	 	 
	
              ______________________

            	 
	
              Mr.
                Rana Rajesh Kumar

            	
              33.15%

            
	 	 
	 	 
	 	 
	
              TOTAL

            	
              
                100%

              

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      10.1

    


    SHARE
      EXCHANGE AGREEMENT

    


    SHARE
      EXCHANGE AGREEMENT (the “Agreement”), dated June _____, 2008, by and amongst
SFH
      I
      Acquisition Corp., a Delaware corporation, incorporated under the laws of U.S.
      and having its registered office at 3363 NE 163rd
      Street
      Suite 705, North Miami Beach, Florida 33160, with authorized capital of 100
      million shares of which 10,793,650 shares are issued and outstanding
      (hereinafter referred to as “Buyer”, which expression shall include its
      successors and permitted assigns). 

    


    
      	
              5.

            	 


    

    
      	 	
              a.

            	
              Sanjiw
                Kumar Singh, son of Sh.
                Uday Pratap Singh
                residing at F-1194 Chittranjan Park, New
                Delhi-110019

            


    

    
      	 	
              b.

            	
              Raju
                Kumar Singh, son of Sh.
                Uday Pratap Singh,
                residing at F-1194 Chittranjan Park, New
                Delhi-110019

            


    

    
      	 	
              c.

            	
              Rana
                Rajesh Kumar, son of Sh.
                Uday Pratap Singh,
                residing at F-1194 Chittranjan Park, New
                Delhi-110019

            


    

    


    (hereinafter
      collectively referred to as “Sellers”, which expression shall include its
      successors, legal heirs, and nominees)

    


    
      	
              6.

            	
              Protech
                Biosystems Pvt. Ltd. an entity organized under the laws of India
                (“Company”), having its registered office at F-1194, Chittaranjan Park,
                New Delhi, Delhi 110019.

            


    

    


    WITNESSETH:
      

    


    WHEREAS,
       Company
      is carrying on the business of
      manufacturing and exporting Pharmaceuticals, Healthcare, cosmetics etc. The
      Authorised Share Capital of the Company is Rs. 50,000,000/-, divided into
      5,000,000 shares of Rs. 10 each. The issued, subscribed and paidup Capital
      of
      the Company is Rs. 600,324, divided into 60,324 shares of Rs. 10
      each

    


    WHEREAS, Sellers
      own one hundred percent (100%) of the issued and paidup shares of the Company
      (the “Purchase Shares”); and

    


    WHEREAS,
       Buyer
      is
      engaged in the business of seeking the acquisition of, or merger with, one
      or
      more existing operating companies desirous of being a publicly held corporation,
      and is registered with the U.S. Securities and Exchange Commission under Section
      12(g) of the Securities Exchange Act of 1934, and has had limited operations
      to
      date; and

    


    WHEREAS,,
      Buyer has an authorized share capital of 100 million shares $0.001 per share
      of
      which 10,793,650 shares are issued and outstanding as of the date of this
      agreement;  

    


    WHEREAS, Buyer
      desires to acquire from Sellers one hundred percent (100%) of the Purchase
      Shares in the Company solely in exchange for six million one hundred thousand
      (6.1 million) shares of the Buyer’s common stock at the of the Closing (the
“Consideration Shares”); and

    


    WHEREAS, Sellers
      desire to sell to Buyer the Purchase Shares, representing a 100% share in
      Company, solely in exchange for the Consideration Shares; and

    


    WHEREAS, Prior
      to
      the date hereof, the respective boards of directors or analogous governing
      body
      of each of Buyer and the Company have determined that it is desirable to effect
      this share exchange and have approved and adopted this Agreement.

    


    NOW
      THEREFORE, in consideration of the mutual covenants and agreements herein,
      and
      other good and valuable consideration, the adequacy, sufficiency and receipt
      of
      which are hereby acknowledged, the parties hereto agree as follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    ARTICLE
      I

    DEFINITIONS
      AND USAGE

    


    SECTION
      1.1 DEFINITIONS. Certain capitalized terms used in this Agreement are defined
      in
Exhibit
      1.1
      attached
      hereto. 

    


    SECTION
      1.2  USAGE.

    


    (a) Interpretation.
      In this
      Agreement, unless a clear contrary intention appears: (i) the singular number
      includes the plural number and vice versa; (ii) reference to any Person includes
      such Person's successors and assigns, if applicable, unless prohibited by this
      Agreement, and reference to a Person in a particular capacity excludes such
      Person in any other capacity or in such Person’s individual capacity; (iii)
      reference to any gender includes each other gender; (iv) reference to any
      agreement, document or instrument means such agreement, document or instrument
      as amended or modified and in effect from time to time in accordance with the
      terms thereof; (v) reference to any Legal Requirement means such Legal
      Requirement as amended, modified, codified, replaced or reenacted, in whole
      or
      in part, and in effect from time to time, including rules and regulations
      promulgated thereunder, and reference to any section or other provision of
      any
      Legal Requirement means that provision of such Legal Requirement from time
      to
      time in effect and constituting the substantive amendment, modification,
      codification, replacement or reenactment of such section or other provision;
      (vi) "hereunder," "hereof," "hereto," and words of similar import shall be
      deemed references to this Agreement as a whole and not to any particular
      Article, Section or other provision hereof; (vii) "including" (and with
      correlative meaning "include") means including without limiting the generality
      of any description preceding such term; (viii) "or" is used in the inclusive
      sense of "and/or"; (ix) with respect to the determination of any period of
      time,
      "from" means "from and including" and "to" means "to but excluding"; and (x)
      references to documents, instruments or agreements shall be deemed to refer
      as
      well to all addenda, exhibits, schedules or amendments thereto.

     

    (b) Accounting
      Terms and Determinations.
      Unless
      otherwise specified herein, all accounting terms used herein shall be
      interpreted and all accounting determinations hereunder shall be made in
      accordance with United States GAAP.

    


    (c) Legal
      Representation of the Parties.
      The
      parties agree that each party was either represented by its own separate and
      independent counsel or had an opportunity to be so represented in connection
      with this Agreement. This Agreement was negotiated by the parties with the
      benefit of legal representation, and any rule of construction or interpretation
      otherwise requiring this Agreement to be construed or interpreted against any
      party shall not apply to any construction or interpretation hereof.

     

    ARTICLE
      II.

    EXCHANGE
      OF SHARES; CONSIDERATION; CLOSING

    


    SECTION
      2.1 THE EXCHANGE. Upon the terms and subject to the conditions of this
      Agreement, at the Closing:

    


    (a) Sellers
      shall sell, transfer, convey and assign to Buyer, and Buyer shall purchase
      from
      Seller, the Purchase Shares, representing a 100% share in Company, and any
      and
      all rights in the Purchase Shares to which Seller is entitled, and by doing
      so
      Seller shall be deemed to have assigned all of its rights, title and interest
      in
      and to the Purchase Shares to Buyer. Attached hereto and marked Exhibit
      A
      is the
      list of shareholders in the Company together with the number of shares of common
      stock each is to receive.

    


    (b) In
      consideration thereof, Buyer shall issue to Seller the “Consideration Shares”,
      consisting of 6.1 million shares of common stock, having a face value of $.039
      per share, which after issuance will amount to approximately, 36.1% of the
      issued and outstanding capital stock of Buyer. The Consideration Shares to
      be
      issued to each of the shareholders in such proportions as set forth in Exhibit
      A. 

    


    Notwithstanding
      the foregoing, nothing contained herein shall prohibit the Buyer from selling
      additional shares of its common stock pending closing provided however, that
      prior to the closing, Buyer shall so advise Seller as to the number of
      additional shares issued and the consideration received.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SECTION
      2.2 CLOSING. The closing of the purchase and sale transaction provided for
      in
      this Agreement (the "Closing") will take place at such location mutually agreed
      to by Company, Seller, and Buyer, as soon as practicable after the fulfillment
      of the conditions to Closing set forth in Articles
      VII
      and
VIII
      but in no event later than July 31, 2008 unless extended by the mutual consent
      of the parties.
      

     

    SECTION
      2.3 CLOSING OBLIGATIONS. In addition to any other documents to be delivered
      under any other provisions of this Agreement, at the Closing:

    


    (a) Seller
      or
      Company, as the case may be, shall deliver to Buyer: 

    


    (i) All
      documents and instruments of transfer necessary for transfer of the Purchase
      Shares to Buyer, including the Transfer Deeds, Members Register and Governing
      Documents of the Company duly amended and registered to reflect Buyer as new
      owner of the Purchase Shares, in form and substance reasonably satisfactory
      to
      Buyer; 

    


    (ii) the
      minute books, and seals of Company;

    


    (iii)
       any
      information from Company or Seller required to be filed pursuant to the Exchange
      Act with the SEC by Buyer in connection with the Closing;

    


    (iv)
       certificates
      executed by Seller and Company representing and warranting to Buyer that each
      of
      Seller’s and Company’s representations and warranties in this Agreement was
      accurate in all respects as of the date of this Agreement and is accurate in
      all
      respects as of the Closing Date as if made on the Closing Date (giving full
      effect to any additional documentation or information required to be delivered
      by Company or Seller to Buyer after the date hereof and any supplements
      delivered to Buyer prior to the Closing Date in accordance with Section
      5.6);
      

    


    (v)
       an
      opinion from Seller’s legal counsel that is satisfactory to Buyer; 

    


    (vi) such
      documents and instruments of transfer necessary for completion of the transfer
      and registration of all rights, title and interest in the Real Property to
      the
      Company on, and effective as of, the Closing, as described in Section
      3.7;

    


    (vii)
      audited financial statements in accordance with U.S. Generally Accepted
      Accounting Principles and prepared by an audit firm that is a member in good
      standing of the PCAOB.

    


    (viii)
       such
      other documents or certificates and other instruments of transfer and conveyance
      as may be requested by Buyer, each in form and substance satisfactory to Buyer
      and its legal counsel and executed by Seller, if necessary.

    


    (ix) Subject
      to paragraph 2(b) below, the officers and directors of the Company will tender
      their resignation at Closing.

    


    (x) Approval
      from the regulatory authorities including but not limited to FIPB approval
      and
      RBI approval

     

    (b)
      On
      the
      Closing Date, the following resolutions should be passed by the Board of
      Directors of the Company

    


    
      	 	
              a.

            	
              Persons
                nominated by Buyer shall be appointed as officers and directors of
                the
                Company.

            


    

    
      	 	
              b.

            	
              Resignations
                of Nominees of Seller shall be accepted by the Buyer’s Board in their
                discretion.

            


    

    
      	 	
              c.

            	
              Transfer
                of Purchase shares from Sellers to Buyer shall be approved and filing
                of
                necessary documents with Registrar of Companies (ROC) and rectification
                of
                Register of members of the Company to reflect the change in ownership
                shall be authorized by the Board. 

            


    

     

    (c) Buyer
      shall deliver to Seller a certificate executed by Buyer as to the accuracy
      of
      its representations and warranties as of the date of this Agreement and as
      of
      the Closing and as to its compliance with and performance of its covenants
      and
      obligations to be performed or complied with at or before the Closing.


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (d) On
      the
      Closing Date, Buyer shall issue to Seller the “Consideration Shares”, consisting
      of 6.1 million shares of common stock, the stock certificates evidencing the
      Consideration Shares. would be delievered to the Buyer within 5 days from
      closing date

    


    ARTICLE
      III. 

    


    REPRESENTATIONS
      AND WARRANTIES OF SELLERS AND COMPANY

    


    Company
      and Sellers, jointly and severally, represent and warrant to Buyer, as of the
      date hereof and as of the Closing Date, as follows:

    


    SECTION
      3.1 ORGANIZATION AND GOOD STANDING.

    


    (a) Company
      is a limited liability company duly organized, validly existing and in good
      standing under the laws of India, with full corporate power and authority to
      conduct its business as it is now being conducted, to own or use the properties
      and assets that it purports to own or use, and to perform all its obligations
      under all Company Contracts 

    


    (b) On
      or
      before the Compliance Date, Company shall deliver to Buyer a complete and
      accurate copies of the Governing Documents of Company. 

    


    SECTION
      3.2 ENFORCEABILITY; AUTHORITY; NO CONFLICT.

    


    (a) This
      Agreement constitutes the legal, valid and binding obligation of Seller and
      of
      Company, enforceable against each of them in accordance with its terms. Upon
      the
      execution and delivery by Seller and Company of this Agreement and each other
      document to be executed or delivered by Seller at the Closing (collectively,
      “Seller’s Closing Documents”), Seller’s Closing Documents will constitute the
      legal, valid and binding obligation of Seller and of Company, enforceable
      against each of them in accordance with its terms. Each of Seller and of Company
      has the absolute and unrestricted right, power and authority to execute and
      deliver this Agreement and Seller’s Closing Documents to which it is a party and
      to perform its obligations under this Agreement and Seller’s Closing Documents,
      and such action has been duly authorized by all necessary action of Seller
      and
      Company. Each of Seller and Company has all necessary legal capacity to
      enter into and deliver this Agreement and Seller’s Closing Documents to which it
      is a party and to perform such its obligations hereunder and thereunder.


    


    (b) Neither
      the execution and delivery of this Agreement nor the consummation or performance
      of any of the Contemplated Transactions will, directly or indirectly (with
      or
      without notice or lapse of time):

    


    (i) breach
      (A) any provision of any of the Governing Documents of or (B) any resolution
      adopted by the board of directors or analogous governing body or shareholders
      of
      Company.

    


    (ii) breach
      or
      give any Governmental Body or other Person the right to challenge any of the
      Contemplated Transactions or to exercise any remedy or obtain any relief under
      any Legal Requirement or Order to which Company or Seller, or any Assets of
      Company , may be subject;

     

    (iii) contravene,
      conflict with or result in a violation or breach of any of the terms or
      requirements of, or give any Governmental Body the right to revoke, withdraw,
      suspend, cancel, terminate or modify, any Governmental Authorization that is
      held by Company or that otherwise relates to the Assets of Company or to the
      business of Company;

    


    (iv) breach
      any provision of, or give any Person the right to declare a default or exercise
      any remedy under, or to accelerate the maturity or performance of, or payment
      under, or to cancel, terminate or modify, any Company Contract; or

    


    (v) result
      in
      the imposition or creation of any Encumbrance upon or with respect to any of
      Assets of Company .

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (c) Neither
      Company nor Sellers are required to give any notice to or obtain any Consent
      from any Person in connection with the execution and delivery of this Agreement
      or any of the Seller’s Closing Documents or the consummation or performance of
      any of the Contemplated Transactions. 

    


    SECTION
      3.3 CAPITALIZATION.

    


    (a) Sellers
      are and will be on the Closing Date the registered and beneficial owner of
      all
      of the Purchase Shares, free and clear of all Encumbrances. The Purchase Shares
      constitute one hundred percent (100%) of the capital of, and one hundred percent
      (100%) of all rights, title and interest in, Company. The Purchase Shares have
      been duly authorized and validly issued and registered in compliance with all
      pertinent Legal Requirements and are fully paid and non-assessable.


    


    (b) There
      are
      no Contracts relating to the issuance, sale or transfer of any shares of or
      interests in Company, including but not limited to, any of the following:
      options, warrants, agreements, or other rights relating to the acquisition
      of
      shares in Company or of Company’s capital; securities or other obligations of
      Company convertible into shares in Company or Company's capital; or sale
      agreements, shareholder agreements, pledges, proxies, voting trusts, powers
      of
      attorney, restrictions on transfer or other agreements or instruments binding
      up
      on Seller (exclusive of any agreement to which Buyer is a party) and that relate
      to the ownership, voting or transfer of any shares of Company.


    


    (c) Upon
      the
      consummation of the transactions contemplated by this Agreement and the
      registration of the Purchase Shares being transferred by Seller to the name
      of
      Buyer, Buyer will own all of the Purchase Shares, which shall include, without
      limitation, the entirety of Seller’s capital and profits interest in Company,
      the Assets of Company, Seller’s distribution and liquidation rights in the
      Company, and Seller’s voting and management rights and powers in the Company,
      free and clear of any and all Encumbrances.

    


    SECTION
      3.4 FINANCIAL STATEMENTS. The Financial Statements to be delivered by Company
      to
      Buyer pursuant to Section
      5.1
      present
      fairly the financial condition of Company as of the respective dates thereof
      and
      the results of their operations and cash flows for the periods indicated. The
      Financial Statements have been prepared by a member of a Public Company
      Accounting Oversight Board (“PCAOB”) approved accounting firm in accordance with
      GAAP. 

     

    SECTION
      3.5 BOOKS AND RECORDS. The books of account and other financial and other
      Records of Company all of which shall be made available to Buyer on or before
      the Compliance Date, are complete and correct, represent actual, bona fide
      transactions, and have been maintained in accordance with sound business
      practices. The minute books of Company all of which shall be made available
      to
      Buyer on or before the Compliance Date, contain accurate and complete Records
      of
      (a) all shareholder meetings held and all shareholder action taken, and (b)
      all
      meetings of Company’s board of directors or other analogous bodies and
      committees thereof, and no meeting of any such shareholders, board of directors
      or other analogous bodies or committees has been held for which minutes have
      not
      been prepared or are not contained in such minute books.

    


    SECTION
      3.6 TANGIBLE PERSONAL PROPERTY; SUFFICIENCY OF ASSETS.

    


    (a) On
      or
      before the Closing Date, Company shall provide Buyer with a complete and
      accurate schedule describing, and specifying the location of, all Tangible
      Personal Property of Company . Company owns good and marketable title to all
      of
      its Tangible Personal Property, free and clear of any Encumbrances, and none
      of
      its Tangible Personal Property is held under any lease, security agreement,
      conditional sales contract, license, or other title retention or security
      arrangement, or is located other than in the possession of Company.


    


    (b)
       The
      Assets of Company (i) constitute all of the assets, tangible and intangible,
      of
      any nature whatsoever, necessary to operate Company's business in the manner
      presently operated by Company and (ii) include all of the operating assets
      of
      Company. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SECTION
      3.7 REAL PROPERTY. 

    


    (a) Prior
      to
      the date hereof, Company has provided Buyer with a schedule of all Real Property
      in which Company has a leasehold interest or uses in connection with the
      business of Company. which consist of the premises where the principal offices
      of Company is located and three additional locations, and an accurate
      description of all Real Property Leases. Company shall update this list as
      necessary prior to Closing and provide Buyer with a complete list of real
      property dated as of the Closing Date. 

    


    (b) The
      Company presently has no ownership interest in any Real Property except as
      set
      forth in Exhibit 3.7(B). Notwithstanding the foregoing, on or before the
      Closing, and as a condition precedent to the Closing, Company and Seller will
      cause the transfer of all rights, title and interest in the Real Property from
      the owners thereof to Company, without any additional consideration payable
      therefore by Buyer.  

    


    SECTION
      3.8 TITLE TO THE REAL PROPERTY. Upon transfer of the Real Property from the
      owners thereof to Company as provided in Section
      3.7(b),
      Buyer
      will own good and marketable title to the Real Property, free and clear of
      any
      Encumbrances, other than liens for Taxes for the current tax year which are
      not
      yet due and payable ("Real Property Encumbrances"). On or before the Closing,
      true and complete copies of (A) all deeds, existing title insurance policies
      and
      surveys of or pertaining to the Real Property and (B) all instruments,
      agreements and other documents evidencing, creating or constituting any Real
      Property Encumbrances shall be delivered to Buyer. 

    


    SECTION
      3.9 CONDITION OF FACILITIES.

    


    (a) Use
      of
      the Real Property by Company for the various purposes for which they are
      presently being used are permitted as of right under all applicable zoning
      requirements and are not subject to "permitted nonconforming" use or structure
      classifications. All Improvements are in compliance with all applicable Legal
      Requirements, including those pertaining to zoning, building and the disabled,
      are in good repair and in good condition, ordinary wear and tear excepted,
      and
      are free from latent and patent defects. No part of any Improvement encroaches
      on any real property not included in the definition of Real Property as it
      pertains to Company , and there are no buildings, structures, fixtures or other
      Improvements primarily situated on adjoining real property that encroach up
      on
      any part of the Land. The Land for each owned Facility abuts on and has direct
      vehicular access to a public road or has access to a public road via a
      permanent, irrevocable, appurtenant easement benefiting such Land and comprising
      a part of the Real Property, is supplied with public or quasi-public utilities
      and other services appropriate for the operation of the Facilities located
      thereon and is not located within any flood plain or area subject to wetlands
      regulation or any similar restriction. There is no existing or proposed plan
      to
      modify or realign any street or highway or any existing or proposed eminent
      domain proceeding that would result in the taking of all or any part of any
      Facility or that would prevent or hinder the continued use of any Facility
      as
      heretofore used in the conduct of the business of Company .

    


    (b) Each
      item
      of Tangible Personal Property of Company is in good repair and good operating
      condition, ordinary wear and tear excepted, is suitable for immediate use in
      the
      Ordinary Course of Business and is free from latent and patent defects. No
      item
      of Tangible Personal Property of Company is in need of repair or replacement
      other than as part of routine maintenance in the Ordinary Course of Business.
      All Tangible Personal Property used in Company's business is in the possession
      of Company. 

    


    SECTION
      3.10 ACCOUNTS RECEIVABLE. All Accounts Receivable of Company that are reflected
      in the most recent balance sheet of the Financial Statements (the “Last Balance
      Sheet”) or in the accounting Records of Company as of the Closing Date represent
      or will represent valid obligations arising from sales actually made or services
      actually performed by Company in the Ordinary Course of Business. Except to
      the
      extent paid prior to the Closing Date, such Accounts Receivable are or will
      be
      as of the Closing Date current and collectible net of the respective reserves
      shown on the Last Balance Sheet (which reserves are adequate and calculated
      consistent with past practice). Subject to such reserves, each of such Accounts
      Receivable either has been or will be collected in full, without any setoff,
      within ninety (90) days after the day on which it first becomes due and payable.
      There is no contest, claim, defense or right of setoff, other than returns
      in
      the Ordinary Course of Business of Company , under any Contract with any account
      debtor of an Account Receivable relating to the amount or validity of such
      Account Receivable. 

     

    SECTION
      3.11 INVENTORIES. All items included in the Inventories of Company consist
      of a
      quality and quantity usable and, with respect to finished goods, saleable,
      in
      the Ordinary Course of Business of Company. Company is not in possession of
      any
      inventory not owned by it, including goods already sold, and no items included
      in the Inventories have been pledged as collateral or are held on consignment
      from others. Inventories now on hand that were purchased after the date of
      the
      Last Balance Sheet were purchased in the Ordinary Course of Business of Company
      at a cost not exceeding market prices prevailing at the time of purchase. The
      quantities of each item falling within the definition of Inventories (whether
      raw materials, work-in-process or finished goods) are not excessive but are
      reasonable in the present circumstances of Company . Work-in-process Inventories
      are now valued, and will be valued on the Closing Date, according to
      GAAP.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SECTION
      3.12 NO UNDISCLOSED LIABILITIES. Neither Company has any Liabilities except
      for
      Liabilities reflected or reserved against in the Financial Statements, and
      current Liabilities incurred in the Ordinary Course of Business of Company
      since
      the date of the Last Balance Sheet, which will not, individually or in the
      aggregate, have a material adverse effect on Company. 

    


    SECTION
      3.13 TAXES.

    


    (a) Tax
      Returns Filed and Taxes Paid.
      Company
      has filed or caused to be filed on a timely basis all Tax Returns and all
      reports with respect to Taxes that are or were required to be filed pursuant
      to
      all applicable Legal Requirements. All Tax Returns and reports filed by Company
      are true, correct and complete. Company has paid, or made provision for the
      payment of, all Taxes that have or may have become due for all periods covered
      by the Tax Returns or otherwise, or pursuant to any assessment received by
      Company , except such Taxes, if any, as are listed in a schedule provided by
      Company to Buyer on or before the Compliance Date and are being contested in
      good faith and as to which adequate reserves (determined in accordance with
      GAAP) have been provided in the Last Balance Sheet. Company currently is not
      the
      beneficiary of any extension of time within which to file any Tax Return. No
      claim has ever been made or is expected to be made by any Governmental Body
      in a
      jurisdiction where Company does not file Tax Returns that it is or may be
      subject to taxation in that jurisdiction. There are no Encumbrances on any
      of
      the Assets of Company that arose in connection with any failure (or alleged
      failure) to pay any Tax, and Company has no Knowledge of any basis for assertion
      of any claims attributable to Taxes which, if adversely determined, would result
      in any such Encumbrance.

    


    (b) Delivery
      of Tax Returns and Information Regarding Audits and Potential
      Audits.
      On or
      before the Compliance Date, Company shall deliver or make available to Buyer
      copies of all Tax Returns of Company . On or before the Compliance Date, Company
      shall deliver to Buyer a complete and accurate list of all Tax Returns of
      Company that have been audited or are currently under audit and which accurately
      describes any deficiencies or other amounts that were paid or are currently
      being contested. To the Knowledge of Company, no undisclosed deficiencies are
      expected to be asserted with respect to any such audit. All deficiencies
      proposed as a result of such audits have been paid, reserved against, settled
      or
      are being contested in good faith by appropriate proceedings as described in
      the
      schedule to be provided by Company to Buyer on or before the Compliance Date.
      Company will deliver, or make available to Buyer, copies of any examination
      reports, statements or deficiencies or similar items with respect to such
      audits. Company has no Knowledge that any Governmental Body is likely to assess
      any additional Taxes for any period for which Tax Returns of Company have been
      filed. There is no dispute or claim concerning any Taxes of Company either
      (i)
      claimed or raised by any Governmental Body in writing or (ii) as to which
      Company has Knowledge. On or before the Compliance Date, Company shall provide
      Buyer with a list of all Tax Returns of Company for which the applicable statute
      of limitations has not run. Except as disclosed by Company to Buyer in writing
      on or before the Compliance Date, Company has not given or been requested to
      give waivers or extensions (or is or would be subject to a waiver or extension
      given by any other Person) of any statute of limitations relating to the payment
      of Taxes by Company or for which Company may be liable.

     

    (c) Proper
      Accrual.
      The
      charges, accruals and reserves with respect to Taxes on the Records of Company
      are adequate (determined in accordance with GAAP) and are at least equal to
      Company's liability for Taxes. 

    


    SECTION
      3.14 NO MATERIAL ADVERSE CHANGE. Since the date of the Last Balance Sheet,
      there
      has not been any material adverse change in the business, operations, prospects,
      Assets, results of operations or condition (financial or otherwise) of Company
      and no event has occurred or circumstance exists that may result in such a
      material adverse change. Since the date of the Last Balance Sheet, Company
      has
      conducted its respective business only in the Ordinary Course of Business and
      there has not been any:

    


    (a) change
      in
      Company's ’s authorized or issued share capital, grant of any option or right to
      purchase shares of or interests in Company or issuance of any security
      convertible into such shares or interests;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (b) amendment
      to the charter or foundation documents of Company or any other Governing
      Documents of Company;

    


    (c) payment
      (except in the Ordinary Course of Business) or increase by of any bonuses,
      salaries or other compensation to Seller, or any director, officer or employee
      of Company or entry into any employment, severance or similar Contract with
      any
      director, officer or employee of Company; 

    


    (d) adoption
      of, amendment to, or increase in the payments to or benefits arising under,
      any
      Employee Plan of Company;

    


    (e) damage
      to
      or destruction or loss of any Assets of Company , whether or not covered by
      insurance; 

     

    (f) entry
      into, termination of or receipt of notice of termination of (i) any license,
      distributorship, dealer, sales representative, joint venture, credit or similar
      Contract to which Company is a party, or (ii) any Contract or transaction
      involving a total remaining commitment by Company of at least
      $10,000;

    


    (g) sale
      (other than sales of Inventories in the Ordinary Course of Business), lease
      or
      other disposition of any Asset or property of Company or any Asset or property
      (including the Intellectual Property Assets) or the creation of any Encumbrance
      on any Asset of Company ;

    


    (h) cancellation
      or waiver of any claims or rights with a value to Company in excess of
      $10,000;

    


    (i) indication
      by any customer or supplier of an intention to discontinue or change the terms
      of its relationship with Company ; 

    


    (j) material
      change in the accounting methods used by Company ; or

    


    (k) entry
      by
      Company into any Contract to do any of the foregoing.

    


    SECTION
      3.15 PERSONNEL MATTERS.

    


    (a)
       On
      or
      before the Compliance Date, Company will deliver to Buyer a correct and complete
      list of each director, officer, employee, independent contractor, consultant
      and
      agent of Company whose aggregate compensation for the calendar year ended
      December 31, 2007 exceeded $30,000, including but not limited to, each employee
      on leave of absence or layoff status. No retired employee, director, of officer
      of Company is receiving benefits or scheduled to receive benefits in the
      future.

    


    (b) The
      Company is not a party to any employment, consulting or similar agreement,
      written or oral, with any Person.

    


    (c)
       No
      employees of Company is represented by any labor union or similar organization.
        Company is not party to any collective bargaining or similar agreement
      covering any of its employees. No labor union or similar organization or group
      of employees has made a demand for recognition, filed a petition seeking a
      representation proceeding or given Company notice of any intention to hold
      an
      election of a collective bargaining representative at any time during the past
      three (3) years.

    


    (d) Except
      as
      set forth on a schedule provided by Company to Seller on or before the
      Compliance Date, the Company does not maintain any bonus, pension, profit
      sharing, deferred compensation, incentive compensation, share ownership, share
      purchase, share option, phantom stock, retirement, vacation, severance,
      disability, death benefit, hospitalization, medical plan, or other plan,
      arrangement or understanding (whether or not legally binding) providing benefits
      to any current or former employee, officer or director of Company (collectively,
      “Employee Plans”). Except as set forth on a schedule provided by Company to
      Seller on or before the Compliance Date there are not any severance or
      termination agreements or arrangements between Company and any current or former
      employee, officer of director of Company , nor does Company have any general
      severance plan or policy. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (e)
       Company
      has complied in all respects with all Legal Requirements relating to employment
      practices, terms and conditions of employment, equal employment opportunity,
      nondiscrimination, immigration, wages, hours, benefits, collective bargaining,
      the payment of social security and similar Taxes and occupational safety and
      health. Company is not liable for the payment of any Taxes, fines, penalties,
      or
      other amounts, however designated, for failure to comply with any of the
      foregoing Legal Requirements.

     

    (f) To
      the
      Knowledge of Seller or Company, no officer, director, agent, employee,
      consultant, or contractor of Company is bound by any Contract that purports
      to
      limit the ability of such officer, director, agent, employee, consultant, or
      contractor to engage in or continue or perform any activity, duties or practice
      relating to the business of Company. No former or current employee of Company
      is
      a party to, or is otherwise bound by, any Contract that in any way has adversely
      affected, affects, or will affect the ability of Company or Buyer to conduct
      the
      business as heretofore carried on by Company .

    


    SECTION
      3.16 COMPLIANCE WITH LEGAL REQUIREMENTS; GOVERNMENTAL AUTHORIZATIONS.

    


    (a) Company
      is and at all times have been, in full compliance with each Legal Requirement
      that is or was applicable to it or to the conduct or operation of its business
      or the ownership or use of any of its Assets. No event has occurred or
      circumstance exists that (with or without notice or lapse of time) may
      constitute or result in a violation by Company of, or a failure on the part
      of
      Company to comply with, any Legal Requirement or may give rise to any obligation
      on the part of Company to undertake, or to bear all or any portion of the cost
      of, any remedial action of any nature. Company has not received any notice
      or
      other communication (whether oral or written) from any Governmental Body or
      any
      other Person regarding any actual, alleged, possible or potential violation
      of,
      or failure to comply with, any Legal Requirement or any actual, alleged,
      possible or potential obligation on the part of to undertake, or to bear all
      or
      any portion of the cost of, any remedial action of any nature.

    


    (b) On
      or
      before the Compliance Date, Company shall provide Buyer with a schedule
      containing a complete and accurate list of each Governmental Authorization
      that
      is held by Company or that otherwise relates to Company's business or its
      Assets. Each Governmental Authorization listed or required to be listed in
      said
      schedule is valid and in full force and effect. Except as set forth in said
      schedule:

    


    (i) Company
      is, and has been, in full compliance with all of the terms and requirements
      of
      each Governmental Authorization identified or required to be identified in
      said
      schedule;

    


    (ii) no
      event
      has occurred or circumstance exists that may (with or without notice or lapse
      of
      time) (A) constitute or result directly or indirectly in a violation of or
      a
      failure to comply with any term or requirement of any Governmental Authorization
      listed or required to be listed in said schedule or (B) result directly or
      indirectly in the revocation, withdrawal, suspension, cancellation or
      termination of, or any modification to, any Governmental Authorization listed
      or
      required to be listed in said schedule;

    


    (iii) Company
      has not received any notice or other communication (whether oral or written)
      from any Governmental Body or any other Person regarding (A) any actual,
      alleged, possible or potential violation of or failure to comply with any term
      or requirement of any Governmental Authorization or (B) any actual, proposed,
      possible or potential revocation, withdrawal, suspension, cancellation,
      termination of or modification to any Governmental Authorization;
      and

     

    (iv) all
      applications required to have been filed for the renewal of the Governmental
      Authorizations listed or required to be listed in said schedule have been duly
      filed on a timely basis with the appropriate Governmental Bodies, and all other
      filings required to have been made with respect to such Governmental
      Authorizations have been duly made on a timely basis with the appropriate
      Governmental Bodies.

    


    (v) The
      Governmental Authorizations listed in said schedule collectively constitute
      all
      of the Governmental Authorizations necessary to permit Company to lawfully
      conduct and operate its business in the manner in which it currently conducts
      and operates such business and to permit Company to own and use its Assets
      in
      the manner in which it currently owns and uses such Assets.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SECTION
      3.17 LEGAL PROCEEDINGS; ORDERS.

    


    (a) There
      is
      no pending or threatened Proceeding: (i) by or against Company that otherwise
      relates to or may affect the business of, or any of the Assets owned or used
      by,
      Company ; or (ii) that challenges, or that may have the effect of preventing,
      delaying, making illegal or otherwise interfering with, any of the Contemplated
      Transactions. To the Knowledge of Company or Seller, no event has occurred
      or
      circumstance exists that is reasonably likely to give rise to or serve as a
      basis for the commencement of any such Proceeding. 

    


    SECTION
      3.18 CONTRACTS; NO DEFAULTS.

    


    (a) On
      or
      before the Compliance Date, Company will provide Buyer with an accurate and
      complete list of, and accurate and complete copies of, each Company Contract.
      Said schedule will include a summary of all material terms of such Contracts,
      including the parties thereto, the amount of the remaining commitment of Company
      under the Contracts, and the location where the executed copies of such
      Contracts are located.

    


    (b) Except
      as
      set forth in said schedule, Seller has no rights and is not subject to any
      obligations or liabilities under, any Contract that relates to the business
      of
      Company or any of the Assets of Company .

    


    (c) Except
      as
      set forth in said schedule:

    


    (i) each
      Contract identified or required to be identified in said schedule is in full
      force and effect and is valid and enforceable in accordance with its
      terms;

    


    (ii) to
      the
      Knowledge of Company and Seller, no Contract identified or required to be
      identified in said schedule will, upon completion or performance thereof, have
      a
      material adverse effect on the business, Assets or condition of Company .


    


    (d) Except
      as
      set forth in said schedule:

    


    (i) Company
      is, and at all times have been, in compliance with all applicable terms and
      requirements of each Contract applicable to it; 

    


    (ii) each
      other Person that has or had any obligation or liability under any Company
      Contract is, and at all times has been, in full compliance with all applicable
      terms and requirements of such Contract;

    


    (iii) no
      event
      has occurred or circumstance exists that (with or without notice or lapse of
      time) may contravene, conflict with or result in a Breach of, or give Company
      or
      any other Person the right to declare a default or exercise any remedy under,
      or
      to accelerate the maturity or performance of, or payment under, or to cancel,
      terminate or modify, any Company Contract Contract; 

    


    (iv) no
      event
      has occurred or circumstance exists under or by virtue of any Contract that
      (with or without notice or lapse of time) would trigger the creation of any
      Encumbrance affecting any of the Assets of Company ; and

    


    (v) The
      Company has given to or received from any other Person any notice or other
      communication (whether oral or written) regarding any actual, alleged, possible
      or potential violation or Breach of, or default under, any Contract;


    


    (e) There
      are
      no renegotiations of, attempts to renegotiate or outstanding rights to
      renegotiate any material amounts paid or payable to Company under any Contracts
      with any Person having the contractual or statutory right to demand or require
      such renegotiation and no such Person has made oral or written demand for such
      renegotiation.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (f) Each
      Contract relating to the sale, design, manufacture or provision of products
      or
      services by Company has been entered into in the Ordinary Course of Business
      of
      Company and has been entered into without the commission of any act alone or
      in
      concert with any other Person, or any consideration having been paid or
      promised, that is or would be in violation of any Legal
      Requirement.

    


    SECTION
      3.19 INSURANCE.

    


    (a) On
      or
      before the Compliance Date, Company shall deliver to Buyer accurate and complete
      copies of all policies of insurance (and correspondence relating to coverage
      thereunder) to which Company is a party. 

    


    (b) On
      or
      before the Compliance Date, Company shall deliver to Buyer a schedule describing
      all obligations of Company to provide insurance coverage to Third Parties (for
      example, under Leases or service agreements) and identifying the policy under
      which such coverage is provided.

    


    (c) All
      policies of insurance to which Company is a party or that provide coverage
      to
      Company : (i) are valid, outstanding and enforceable; (ii) are issued by an
      insurer that is financially sound and reputable; (iii) taken together, provide
      adequate insurance coverage for the Assets and the operations of Company for
      all
      risks normally insured against by a Person carrying on the same business or
      businesses as Company in the same location or locations and for all risks to
      which Company is normally subject; and (iv) are sufficient for compliance with
      all Legal Requirements and Company Contracts Contracts;

    


    (d) Company
      has not received (i) any refusal of coverage or any notice that a defense will
      be afforded with reservation of rights or (ii) any notice of cancellation or
      any
      other indication that any policy of insurance is no longer in full force or
      effect or that the issuer of any policy of insurance is not willing or able
      to
      perform its obligations thereunder. Company has paid all insurance premiums
      as,
      and when due, and have otherwise
      performed all of its obligations under each policy of insurance to which it
      is a
      party or that lists Company as a beneficiary. Company has given notice to all
      insurers of any claims that may be submitted under said policies of
      insurance.

    


    SECTION
      3.20 ENVIRONMENTAL MATTERS. Except as disclosed in a schedule provided by
      Company to Buyer on or before the Compliance Date:

    


    (a) Company
      is and at all times have been, in full compliance with, and have not been and
      are not in violation of or liable under, any Environmental Law.  Neither
      Company nor Seller has any basis to expect, nor has any of them or any other
      Person for whose conduct they are or may be held deemed responsible received
      any
      actual or threatened Order, notice or other communication from (i) any
      Governmental Body or private citizen acting in the public interest or (ii)
      the
      current or any prior owner or operator of any Facilities, of any actual or
      potential violation or failure to comply with any Environmental Law, or of
      any
      actual or potential liability for any Environmental, Health and Safety
      Liabilities with respect to any Facility or other property or Asset (whether
      real, personal or mixed) in which Company has or had an interest, or at which
      Hazardous Materials were generated, manufactured, refined, transferred,
      imported, used or processed by Company or any other Person for whose conduct
      it
      is or may be held responsible, or from which Hazardous Materials have been
      transported, treated, stored, handled, transferred, disposed, recycled or
      received.

    


    (b) There
      are
      no pending or, to the Knowledge of Company or Seller, threatened claims,
      Encumbrances, or other restrictions of any nature resulting from any
      Environmental, Health and Safety Liabilities or arising under or pursuant to
      any
      Environmental Law affecting any Facility or any other property or asset (whether
      real, personal or mixed) in which Company has or had an interest.

    


    (c) Neither
      Company nor Seller has any Knowledge of or any basis to expect, nor has any
      of
      them, or any other Person for whose conduct any of them are or may be held
      responsible, received, any citation, directive, inquiry, notice, Order, summons,
      warning or other communication that relates to Hazardous Activity, Hazardous
      Materials, or any alleged, actual, or potential violation or failure to comply
      with any Environmental Law, or of any alleged, actual, or potential obligation
      to undertake or bear the cost of any Environmental, Health and Safety
      Liabilities with respect to any Facility or property or Asset (whether real,
      personal or mixed) in which Company has or had an interest, or at which
      Hazardous Materials were generated, manufactured, refined, imported, used or
      processed by Company or any other Person for whose conduct it is or may be
      held
      responsible, or from which Hazardous Materials have been transported, treated,
      stored, handled, transferred, disposed, recycled or received.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (d) Neither
      Company nor any other Person for whose conduct Company is or may be held
      responsible has any Environmental, Health and Safety Liabilities with respect
      to
      any Facility or, to the Knowledge of Company or Seller, with respect to any
      other property or Asset (whether real, personal or mixed) in which Company
      (or
      any predecessor) has or had an interest or at any property geologically or
      hydrologically adjoining any Facility or any such other property or
      Asset.

    


    (e) There
      are
      no Hazardous Materials present on or in the Environment at any Facility or
      at
      any geologically or hydrologically adjoining property, including any Hazardous
      Materials contained in barrels, aboveground or underground storage tanks,
      landfills, land deposits, dumps, equipment (whether movable or fixed) or other
      containers, either temporary or permanent, and deposited or located in land,
      water, dumps, or any other part of the Facility or such adjoining property,
      or
      incorporated into any structure therein or thereon. Neither Company nor any
      Person for whose conduct Company is or may be held responsible, or to the
      Knowledge of Company or Seller, any other Person, has permitted or conducted,
      or
      is aware of, any Hazardous Activity conducted with respect to any Facility
      or
      any other property or Assets (whether real, personal or mixed) in which Company
      has or had an interest except in full compliance with all applicable
      Environmental Laws.

    


    (f) There
      has
      been no Release or, to the Knowledge of Company or Seller, threat of release,
      of
      any hazardous materials at or from any facility or at any other location where
      any hazardous materials were generated, manufactured, refined, transferred,
      produced, imported, used, or processed or from any other property or Asset
      (whether real, personal or mixed) in which Company has or had an interest,
      or to
      the Knowledge of Company or Seller any geologically or hydrologically adjoining
      property, whether by Company or any other Person.

     

    (g) On
      or
      before the Compliance Date, Company shall deliver to Buyer true and complete
      copies and results of any reports, studies, analyses, tests, or monitoring
      possessed or initiated by Company pertaining to Hazardous Materials or Hazardous
      Activities in, on, or under the Facilities, or concerning compliance, by Company
      or any other Person for whose conduct it is or may be held responsible, with
      Environmental Laws.

    


    SECTION
      3.21 INTELLECTUAL PROPERTY ASSETS.

    


    (a) The
      term
      "Intellectual Property Assets" means all intellectual property owned or licensed
      (as licensor or licensee) by or to Company , as the case may be, including:
      (i)
      Company's ’s name, all assumed fictional business names, trade names, registered
      and unregistered trademarks, service marks and applications (collectively,
      "Marks"); (ii) all patents, patent applications and inventions and discoveries
      that may be patentable (collectively, "Patents"); (iii) all registered and
      unregistered copyrights in both published works and unpublished works
      (collectively, "Copyrights"); (iv) all rights in mask works; (v) all know-how,
      trade secrets, confidential or proprietary information, customer lists,
      Software, technical information, data, process technology, plans, drawings
      and
      blue prints (collectively, "Trade Secrets"); and (vi) all rights in internet
      web
      sites and internet domain names presently used by Company (collectively "Net
      Names").

    


    (b) On
      or
      before the Compliance Date, Company shall deliver to Buyer a
      complete and accurate list and summary description, including any royalties
      paid
      or received by Company , and accurate and complete copies, of all Company
      Contracts relating to the Intellectual Property Assets of Company. There are
      no
      outstanding and no threatened disputes or disagreements with respect to any
      such
      Contract.

    


    (c)
       The
      Intellectual Property Assets of Company are all those necessary for the
      operation of Company's business ’s business as it is currently conducted.
      Company is the owner or licensee of all right, title and interest in and to
      each
      of the Intellectual Property Assets of Company, free and clear of all
      Encumbrances, and has the right to use without payment to a Third Party all
      of
      the Intellectual Property Assets, other than in respect of licenses which shall
      be listed in a schedule and provided by Company to Buyer on or before the
      Compliance Date. 

    


    (d)
       All
      former and current employees of Company have executed written Contracts with
      Company assigning to Company all rights to any inventions, Improvements,
      discoveries or information relating to the business of Company. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (e) On
      or
      before the Compliance Date, Company shall deliver to Buyer  a
      complete and accurate list and summary description of all Patents of Company.
      All of the issued Patents are currently in compliance with formal legal
      requirements (including payment of filing, examination and maintenance fees
      and
      proofs of working or use), are valid and enforceable, and are not subject to
      any
      maintenance fees or taxes or actions falling due within ninety (90) days after
      the Closing Date. No Patent has been or is now involved in any interference,
      reissue, reexamination, or opposition Proceeding. There is no potentially
      interfering patent or patent application of any Third Party.

    


    (f) Except
      as
      set forth in a disclosure schedule provided by Company to Buyer on or before
      the
      Compliance Date, (A) no Patent is infringed or, to the Knowledge of Company
      or
      Seller, has been challenged or threatened in any way and (B) none of the
      products manufactured or sold, nor any process or know-how used, by Company
      infringes or is alleged to infringe any patent or other proprietary right of
      any
      other Person.

     

    (g) All
      products made, used or sold under the Patents have been marked with the proper
      Patent notice.

    


    (h) On
      or
      before the Compliance Date, Company shall deliver to Buyer a
      complete and accurate list and summary description of all Marks of Company
      identifying the place(s) of registration of the Marks. All Marks are currently
      in compliance with all formal Legal Requirements, are valid and enforceable
      and
      are not subject to any maintenance fees or Taxes or actions falling due within
      ninety (90) days after the Closing Date. No Mark has been or is now involved
      in
      any opposition, invalidation or cancellation Proceeding and, to the Knowledge
      of
      Company or Seller, no such action is threatened with respect to any of the
      Marks. To the Knowledge of Company or Seller, there is no potentially
      interfering trademark or trademark application of any other Person. No Mark
      is
      infringed or, to Company's Knowledge, has been challenged or threatened in
      any
      way. None of the Marks used by Company infringes or is alleged to infringe
      any
      trade name, trademark or service mark of any other Person. All products and
      materials containing a Mark bear the proper federal registration notice where
      permitted by law.

    


    (i) On
      or
      before the Compliance Date, Company shall deliver to Buyer a complete and
      accurate list and summary description of all Copyrights of Company. All of
      the
      registered Copyrights are currently in compliance with formal Legal
      Requirements, are valid and enforceable, and are not subject to any maintenance
      fees or taxes or actions falling due within ninety (90) days after the date
      of
      Closing. No Copyright is infringed or, to the Knowledge of Company or Seller,
      has been challenged or threatened in any way. None of the subject matter of
      any
      of the Copyrights infringes or is alleged to infringe any copyright of any
      Third
      Party or is a derivative work based upon the work of any other Person. All
      works
      encompassed by the Copyrights have been marked with the proper Copyright
      notice.

    


    (j) With
      respect to each Trade Secret of Company the documentation relating to such
      Trade
      Secret is current, accurate and sufficient in detail and content to identify
      and
      explain it and to allow its full and proper use without reliance on the
      Knowledge or memory of any individual. Company has taken all reasonable
      precautions to protect the secrecy, confidentiality and value of all its Trade
      Secrets (including the enforcement by Company of a policy requiring each of
      their respective employees or contractors to execute proprietary information
      and
      confidentiality agreements, and all current and former employees and contractors
      of Company have executed such an agreement). Company has good title to and
      an
      absolute right to use its Trade Secrets. The Trade Secrets of Company are not
      part of the public Knowledge or literature and, to the Knowledge of Company
      or
      Seller, have not been used, divulged or appropriated either for the benefit
      of
      any Person (other than Company ) or to the detriment of Company . No Trade
      Secret is subject to any adverse claim or has been challenged or threatened
      in
      any way or infringes any intellectual property right of any other
      Person.

    


    (k) On
      or
      before the Compliance Date, Company shall deliver to Buyer a complete and
      accurate list and summary description of all Net Names of Company .


     

    SECTION
      3.22 SECURITIES LAW MATTERS.

    


    (a) Seller
      understands that the Consideration Shares are being offered and made in reliance
      on one or more exemptions from the registration requirements of United States
      federal and state securities laws and that Buyer is relying upon the truth
      and
      accuracy of the representations, warranties, agreements, acknowledgments and
      understandings of Seller set forth herein in order to determine the
      applicability of such exemptions and the suitability of Seller to acquire
      the Consideration Shares. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (b) Sellers
      are acquiring the Consideration Shares for Seller’s own account and not with a
      view to their distribution within the meaning of Section 2(11) of the Securities
      Act. Sellers are not a U.S. person (as that term is defined in Regulation S
      Promulgated under the Securities Act). Except as otherwise set forth in a
      schedule provided by Company to Buyer on or before the Compliance Date, Sellers
      are “accredited investors” (as that term is defined in Rule 501 of the General
      Rules and Regulations under the Securities Act by reason of Rule 501(a)(3)),
      and
      Seller is (i) experienced in making investments of the kind described in this
      Agreement and the related documents, (ii) able, by reason of the business and
      financial experience of its officers (if an entity) and professional advisors
      (who are not affiliated with or compensated in any way by Buyer or any of its
      affiliates or selling agents), to protect its own interests in connection with
      the Contemplated Transactions, and (iii) able to afford the entire loss of
      its
      investment in the Consideration Shares. Sellers have been provided an
      opportunity for a reasonable period of time prior to the date hereof to obtain
      additional information concerning the Consideration Shares, Buyer, and all
      other
      information to the extent Buyer possesses such information or can acquire
      it without unreasonable effort or expense.

    


    (c) Sellers
      understand that the Consideration Shares shall be “restricted” (as that term is
      defined in Rule 144 promulgated under the Securities Act), and each certificate
      representing the Consideration Shares shall be endorsed with the following
      restrictive legend or one that is substantially similar to it, in addition
      to
      any other legend required to be placed thereon by applicable federal or state
      securities laws:

    


    “THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR
      FOREIGN SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD, PLEDGED, TRANSFERRED
      OR
      ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS OF THE
      SECURITIES ACT AND ALL APPLICABLE STATE AND FOREIGN SECURITIES LAWS, PURSUANT
      TO
      AN EFFECTIVE REGISTRATION STATEMENT OR IN A TRANSACTION OTHERWISE IN COMPLIANCE
      WITH APPLICABLE FEDERAL, STATE AND FOREIGN SECURITIES LAWS.”

    


    (d) They
      will
      rank pari-passu with the already existing shares

    


    SECTION
      3.25 DISCLOSURE.

    


    (a) No
      representation, warranty or other statement made by Company or Sellers in this
      Agreement, or the schedules or other documentation provided by Company or
      Sellers pursuant to this Agreement, any supplement thereto, or the certificates
      delivered pursuant to Section
      2.3(a)
      or
      otherwise in connection with the Contemplated Transactions contains any untrue
      statement of material fact or omits to state a material fact necessary to make
      any of them, in light of the circumstances in which it was made, not
      misleading.

    


    (b) None
      of
      the Sellers nor the Company has Knowledge of any fact that has specific
      application to Company (other than general economic or industry conditions)
      or
      the Purchase Shares and that may materially adversely affect the Purchase Shares
      or the Assets, business, prospects, financial condition or results of operations
      of Company that has not been set forth in this Agreement. No event, condition,
      or other matter, or any series of events, conditions or other matters, currently
      exists that, individually or in the aggregate, adversely affects the Purchase
      Shares or the Assets, business, prospects, financial condition or results of
      its
      operations of Company that has not been specifically disclosed to Buyer in
      writing by Company.

    


    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES OF BUYER

    


    Buyer
      represents and warrants to Company and Seller, as of the date hereof and as
      of
      the Closing Date, as follows:

     

    SECTION
      4.1 ORGANIZATION AND GOOD STANDING. Buyer is a corporation duly organized,
      validly existing and in good standing under the laws of the State of Delaware
      with full corporate power and authority to conduct its business as it is now
      conducted.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SECTION
      4.2 AUTHORITY; NO CONFLICT.

    


    (a) This
      Agreement constitutes the legal, valid and binding obligation of Buyer,
      enforceable against Buyer in accordance with its terms. Upon the execution
      and
      delivery by Buyer of the other documents to be executed or delivered by Buyer
      at
      Closing (collectively, the "Buyer's Closing Documents"), each of the Buyer's
      Closing Documents will constitute the legal, valid and binding obligation of
      Buyer, enforceable against Buyer in accordance with its respective terms. Buyer
      has the absolute and unrestricted right, power and authority to execute and
      deliver this Agreement and the Buyer's Closing Documents and to perform its
      obligations under this Agreement and the Buyer's Closing Documents, and such
      action has been duly authorized by all necessary corporate action.

    


    (b) Neither
      the execution and delivery of this Agreement by Buyer nor the consummation
      or
      performance of any of the Contemplated Transactions by Buyer will give any
      Person the right to prevent, delay or otherwise interfere with any of the
      Contemplated Transactions pursuant to: (i) any provision of Buyer's Governing
      Documents; (ii) any resolution adopted by the board of directors of Buyer;
      (iii)
      any Legal Requirement or Order to which Buyer may be subject; or (iv) any
      Contract to which Buyer is a party or by which Buyer may be bound. Buyer is
      not
      and will not be required to obtain any Consent from any Person in connection
      with the execution and delivery of this Agreement or the consummation or
      performance of any of the Contemplated Transactions. 

    


    SECTION
      4.3 CAPITALIZATION. On or before the Compliance Date, Buyer shall deliver to
      Company and Seller a schedule that correctly and completely sets forth the
      authorized share capital of Buyer.

    


    SECTION
      4.4 FILINGS WITH THE SEC. As of their respective dates, the documents filed
      by
      Buyer with the SEC (the “SEC Documents”) complied in all material respects with
      the requirements of the Securities Act of or the Exchange Act, as the case
      may
      be, and other federal, state and local laws, rules and regulations applicable
      to
      such SEC Documents, and none of the SEC Documents contained any untrue statement
      of a material fact or omitted to state a material fact required to be stated
      therein or necessary in order to make the statements therein, in light of the
      circumstances under which they were made, not misleading. Any financial
      statements of Buyer included in the SEC Documents comply as to form and
      substance in all material respects with applicable accounting requirements
      and
      the published rules and regulations of the SEC or other applicable rules and
      regulations with respect thereto. Such financial statements have been prepared
      in accordance with GAAP on a consistent basis during the periods involved
      (except (a) as may be otherwise indicated in such financial statements or the
      notes thereto or (b) in the case of unaudited interim statements, to the extent
      they may not include footnotes or may be condensed or summary statements) and
      fairly present in all material respects the financial position of Buyer as
      of
      the dates thereof and the results of operations and cash flows for the periods
      then ended (subject, in the case of unaudited statements, to normal year-end
      audit adjustments).

     

    SECTION
      4.5 VALID ISSUANCE. The Consideration Shares, issued in accordance with the
      terms hereof and on the basis of the representations and warranties of Seller
      set forth herein, may and shall be properly issued by Buyer to Seller pursuant
      to any applicable federal or state law. 

    


    SECTION
      4.6 CERTAIN PROCEEDINGS. There is no pending Proceeding that has been commenced
      against Buyer that challenges or may have the effect of preventing, delaying,
      making illegal or otherwise interfering with, any of the Contemplated
      Transactions. To Buyer's Knowledge, no such Proceeding has been
      threatened.

    


    ARTICLE
      V

    COVENANTS
      AND AGREEMENTS PRIOR TO CLOSING

    


    SECTION
      5.1 FINANCIAL
      STATEMENTS. At least three days prior to Closing, Company shall provide Buyer
      with such audited financial statements of the Company as may be required by
      the
      SEC (“Financial Statements”). The Financial Statements shall be prepared by a
      member of a PCAOB approved accounting firm in accordance with GAAP, and shall
      be
      true and correct and not contain any untrue statement of a material fact or
      omit
      to state any material fact necessary to make the statements and representation
      therein not misleading. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SECTION
      5.2 ACCESS AND INVESTIGATION. Between the date of this Agreement and the Closing
      Date, and upon reasonable advance notice, Seller and Company, on the one hand,
      and Buyer on the other hand, shall (a) afford the other Party(ies) and their
      respective Representatives full and free access, during regular business hours,
      to their respective employees, officers, directors and agents, properties,
      Contracts, Governmental Authorizations, books and Records and other documents
      and data, such rights of access to be exercised in a manner that does not
      unreasonably interfere with their respective operations; (b) furnish the other
      Party(ies) with copies of all such Contracts, Governmental Authorizations,
      books
      and Records and other existing documents and data as the other Party(ies) may
      reasonably request; (c) furnish the other Party(ies) with such additional
      financial, operating and other relevant data and information as the other
      parties may reasonably request; and (d) otherwise cooperate and assist, to
      the
      extent reasonably requested by the other Party(ies), with the other Party(ies)’
investigation of the properties, Assets and financial condition. In addition,
      the other Parties shall have the right to have the real property and Tangible
      Personal Property inspected by them, at their sole cost and expense, for
      purposes of determining the physical condition and legal characteristics of
      the
      real property and Tangible Personal Property.

    


    SECTION
      5.3 OPERATION OF THE BUSINESS AND CONDUCT OF COMPANY PRIOR TO
      CLOSING.

    


    (a)
       Between
      the date of this Agreement and the Closing, Company shall, (and Seller shall
      cause Company to):

    


    (i) conduct
      its business only in the Ordinary Course of Business;

    


    (ii) except
      as
      otherwise directed by Buyer in writing, and without making any commitment on
      Buyer's behalf, use its Best Efforts to maintain its respective business
      organizations intact, keep available the services of its officers, employees
      and
      agents, and maintain its relationship and good will with suppliers, customers,
      landlords, creditors, employees, agents and others having business relationships
      with it;

    


    (iii) confer
      with Buyer prior to the implementation of operational decisions of a material
      nature with respect to Company ;

    


    (iv) otherwise
      report periodically to Buyer concerning the status of the business, operations
      and finances of Company ;

    


    (v) make
      no
      material changes in employment status of employees having managerial
      responsibilities or officers or directors without prior consultation with
      Buyer;

    


    (vi) maintain
      its Assets in a state of repair and condition that complies with Legal
      Requirements and is consistent with the requirements and normal conduct of
      its
      business;

    


    (vii) keep
      in
      full force and effect, without amendment, all material contractual and other
      contractual and other rights relating to Company's ’s business;

    


    (viii) comply
      with all Legal Requirements and contractual obligations applicable to the
      operations of Company's ’s business;

    


    (ix) continue
      insurance coverage in full force and effect under existing policies of insurance
      or substantially equivalent policies;

    


    (x) cooperate
      with Buyer and assist Buyer in identifying the Governmental Authorizations
      required for Buyer to operate the business from and after the Closing Date
      and
      either transferring existing Governmental Authorizations of Company to Buyer,
      where permissible, or obtaining new Governmental Authorizations for
      Buyer;

    


    (xi) upon
      request of Buyer from time to time, execute and deliver all documents, make
      all
      truthful oaths, testify in any Proceedings and do all other acts that may be
      reasonably necessary or desirable in the opinion of Buyer to consummate the
      Contemplated Transactions, all without further consideration; and

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (xii) maintain
      all books and Records of Company relating to its respective businesses in the
      Ordinary Course of Business.

    


    (b)
       Between
      the date of this Agreement and the Closing, Seller shall not:

     

    (i)
       sell,
      transfer or otherwise dispose of any of the Purchase Shares or any interest
      in
      the Purchase Shares and/or agree to do any of the foregoing;

    


    (ii) accept
      any dividend or other distribution in respect of any of the Purchase
      Shares;

     

    (iii)
       incur,
      make, assume or suffer to exist any Encumbrance or other matter affecting title
      to any of the Purchase Shares;

     

    (iv)
       enter
      into any shareholder agreements, voting trusts, restrictions on transfer or
      other agreements or instruments that would be binding on the Buyer as the owner
      of the Purchase Shares; or

    


    (v)
       take
      any
      action, that would result in any of the Seller’s representations and warranties
      in this Agreement being untrue and incorrect and Seller shall use its best
      efforts to prevent the occurrence of any event or the existence of any
      condition.

    


    SECTION
      5.4 NEGATIVE COVENANT. Except as otherwise expressly permitted herein, between
      the date of this Agreement and the Closing Date, Company shall not, and Seller
      shall not permit Company to, without the prior written Consent of Buyer, (a)
      take any affirmative action, or fail to take any reasonable action within its
      control, as a result of which any of the changes or events listed in
Section
      3.14
      would be
      likely to occur; (b) make any modification to any material Contract or
      Governmental Authorization; (c) allow the levels of raw materials, supplies
      or
      other materials included in the Inventories to vary materially from the levels
      customarily maintained in the Ordinary Course of Business; or (d) enter into
      any
      compromise or settlement of any litigation, proceeding or governmental
      investigation relating to Company, , or the Assets or business of Company
      .

    


    SECTION
      5.5 REQUIRED APPROVALS. As promptly as practicable after the date of this
      Agreement, Company shall make all filings required by Legal Requirements to
      be
      made by it in order to consummate the Contemplated Transactions. Company and
      Seller also shall cooperate with Buyer and its Representatives with respect
      to
      all filings that Buyer elects to make or, pursuant to Legal Requirements, shall
      be required to make in connection with the Contemplated Transactions. Company
      and Seller also shall cooperate with Buyer and its Representatives in obtaining
      all Material Consents.

    


    SECTION
      5.6 NOTIFICATION. Between the date of this Agreement and the Closing, Seller
      and
      Company shall promptly notify Buyer in writing upon becoming aware of (a) any
      fact or condition that causes or constitutes a Breach of any of Company's or
      Seller’s representations and warranties made as of the date of this Agreement or
      (b) the occurrence after the date of this Agreement of any fact or condition
      that would or be reasonably likely to (except as expressly contemplated by
      this
      Agreement) cause or constitute a Breach of any such representation or warranty
      had that representation or warranty been made as of the time of the occurrence
      of, or Company's or such Seller's discovery of, such fact or condition. Should
      any such fact or condition require any change to the representations and
      warranties made herein, the Company and Seller shall promptly deliver to
      Buyer a written supplement specifying such change. Such delivery shall not
      affect any rights of Buyer under Section
      9.2
      and
Article
      11.
      During
      the same period, Company and Seller shall also promptly notify Buyer of the
      occurrence of any Breach of any covenant of Company or Seller or of the
      occurrence of any event that may make the satisfaction of the conditions set
      forth in Article
      7
      impossible or unlikely.

    


    SECTION
      5.7 NO NEGOTIATION. Until such time as this Agreement shall have been terminated
      pursuant to Section
      9.1,
      neither
      Company nor Seller shall directly or indirectly solicit, initiate, encourage
      or
      entertain any inquiries or proposals from, discuss or negotiate with, provide
      any nonpublic information to or consider the merits of any inquiries or
      proposals from any Person (other than Buyer) relating to any business
      combination transaction involving Company, including but not limited to the
      sale
      by Seller of any shares of Company, the merger or consolidation of Company
      or
      the sale of Company's business or any of its Assets (other than in the Ordinary
      Course of Business). Company and Seller shall notify Buyer of any such inquiry
      or proposal within twenty-four (24) hours of receipt or awareness of the same
      by
      Company or Seller.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SECTION
      5.8 BEST EFFORTS. Company and Seller shall use their Best Efforts to cause
      the
      conditions in Article
      7
      and
Section
      8.3
      to be
      satisfied.

    


    SECTION
      5.9 PAYMENT OF LIABILITIES. Company shall pay or otherwise satisfy in the
      Ordinary Course of Business all of its Liabilities and obligations.


    


    SECTION
      5.10 COOPERATION WITH RESPECT TO FINANCIAL REPORTING. After the date of this
      Agreement, Seller and Company shall reasonably cooperate with Buyer in
      connection with Buyer's preparation of financial statements and other
      information required for Buyer’s filings with the SEC under the Exchange Act,
      including but not limited to, Buyer’s Form 8-K that is to be filed with the SEC
      pursuant to the Exchange Act in connection with the Closing.

    


    SECTION
      5.11 TRANSFER
      OF REAL PROPERTY. On or before the Closing, Company and Seller shall cause
      the
      transfer of all rights, title and interest in the Real Property from the owners
      thereof to the Company, without any additional consideration payable therefore
      by Buyer, as provided in Section
      3.7.
       

     

    ARTICLE
      VI

    ADDITIONAL
      COVENANTS OF BUYER

    


    SECTION
      6.1 BEST EFFORTS. Buyer shall use its Best Efforts to cause the conditions
      in
Article
      8
      and
Section
      7.4
      to be
      satisfied.

    


    ARTICLE
      VII

    CONDITIONS
      PRECEDENT TO BUYER’S OBLIGATION TO CLOSE

    


    Buyer's
      obligation to purchase the Purchase Shares and to take the other actions
      required to be taken by Buyer at the Closing is subject to the satisfaction,
      at
      or prior to the Closing, of each of the following conditions (any of which
      may
      be waived by Buyer, in whole or in part):

    


    SECTION
      7.1 RECEIPT
      OF FINANCIAL STATEMENTS. Company shall have provided Buyer with Company’s ’s
      Financial Statements at least three days prior to closing but in no event later
      than June 30, 2008 unless extended by the mutual consent of the parties. The
      Financial Statements shall be true and correct and not contain any untrue
      statement of a material fact or omit to state any material fact necessary to
      make the statements therein not misleading. 

    


    SECTION
      7.2 ACCURACY OF REPRESENTATIONS. All of Seller’s and Company’s representations
      and warranties in this Agreement (considered collectively), and each of these
      representations and warranties (considered individually), shall have been
      accurate in all material respects as of the date of this Agreement, and shall
      be
      accurate in all material respects as of the time of the Closing as if then
      made,
      without giving effect to any supplement provided by Seller or Company to Buyer
      pursuant to Section
      5.6.

    


    SECTION
      7.3 COMPANY'S PERFORMANCE. All of the covenants and obligations that Company
      and
      Seller are required to perform or with which Company and Seller are required
      to
      comply pursuant to this Agreement at or prior to the Closing (considered
      collectively), and each of these covenants and obligations (considered
      individually), shall have been duly performed and complied with in all material
      respects.

    


    SECTION
      7.4 CONSENTS. Each of the Consents identified in a schedule to be provided
      by
      Buyer to Company and Seller on or before the Compliance Date (the "Material
      Consents") shall have been obtained and shall be in full force and
      effect.

    


    SECTION
      7.5 ADDITIONAL DOCUMENTS. Company and Seller shall have caused the documents
      and
      instruments required by Section
      2.3(a)
      and the
      following documents to be delivered (or tendered subject only to Closing) to
      Buyer:

    


    (a) The
      charter and foundation documents of Company and any amendments thereto, duly
      certified as of a recent date by the appropriate officials of the jurisdiction
      of Company's ’s organization; 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (b) If
      requested by Buyer, any Consents or other instruments that may be required
      to
      permit Buyer's qualification in each jurisdiction in which Company is licensed
      or qualified to do business as a foreign corporation under the name "Protech” or
“Protech Biosystems” or any derivative thereof;

    


    (c) Releases
      of all Encumbrances on the Assets, if any;

    


    (d) Certificates
      dated as of a date not earlier than the third Business Day prior to the Closing
      as to the good standing of Company, executed by the appropriate officials in
      each jurisdiction in which Company is licensed or qualified to do business
      as a
      foreign corporation; and

    


    (e) Such
      other documents as Buyer may request for the purpose of: (i) evidencing the
      accuracy of any of Company's or Seller’s representations and warranties; (ii)
      evidencing the performance by Company or Seller of, or the compliance by Company
      or Seller with, any covenant or obligation required to be performed or complied
      with by Company or Seller; (iii) evidencing the satisfaction of any condition
      referred to in this Article
      7;
      or (iv)
      otherwise facilitating the consummation or performance of any of the
      Contemplated Transactions.

    


    SECTION
      7.6 NO PROCEEDINGS. Since the date of this Agreement, there shall not have
      been
      commenced or threatened against Buyer, or against any Related Person of Buyer,
      any Proceeding (a) involving any challenge to, or seeking Damages or other
      relief in connection with, any of the Contemplated Transactions or (b) that
      may
      have the effect of preventing, delaying, making illegal, imposing limitations
      or
      conditions on or otherwise interfering with any of the Contemplated
      Transactions.

    


    SECTION
      7.7 NO CONFLICT. Neither the consummation nor the performance of any of the
      Contemplated Transactions will, directly or indirectly (with or without notice
      or lapse of time), contravene or conflict with or result in a violation of
      or
      cause Buyer or any Related Person of Buyer to suffer any adverse consequence
      under (a) any applicable Legal Requirement or Order or (b) any Legal Requirement
      or Order that has been published, introduced or otherwise proposed by or before
      any Governmental Body. 

    


    SECTION
      7.8 GOVERNMENTAL AUTHORIZATIONS. Buyer shall have received such Governmental
      Authorizations as are necessary or desirable to allow Buyer to operate the
      Company’s business from and after the Closing including the RBI/FIBI approvals.


    


    SECTION
      7.9 DUE DILIGENCE; SATISFACTION WITH DUE DILIGENCE.

    


    (a) Seller
      and the Company shall have provided to the Company the information required
      to
      be set forth in the schedules referred to in the relevant provisions of this
      Agreement or otherwise required to be disclosed or provided to Buyer pursuant
      to
      this Agreement. 

    


    (b) Buyer
      shall have completed its legal, accounting, and business due diligence of the
      Company and the results thereof shall be satisfactory to Buyer in its sole
      and
      absolute discretion. 

    


    SECTION
      7.10 OTHER INFORMATION REQUIRED FOR SEC. Company and Seller shall have prepared
      and delivered to Buyer any other information from Company or Seller required
      to
      be filed pursuant to the Exchange Act with the SEC by Buyer in connection with
      the Closing.

    


    SECTION
      7.11 SECURITIES LAW MATTERS. The offer and issuance of the Consideration Shares
      shall not be in violation of the applicable federal or state securities laws.
      

    


    SECTION
      7.12 TRANSFER
      OF REAL PROPERTY. On or before the Closing, Company and Seller shall have caused
      the transfer of all rights, title and interest in the Real Property from the
      owners thereof to Buyer, without any additional consideration payable therefore
      by Buyer, as provided in Section
      3.7.
       

    


    ARTICLE
      VIII

    CONDITIONS
      PRECEDENT TO SELLER’S AND COMPANY’S OBLIGATION TO CLOSE

    


    Seller’s
      obligation to sell the Purchase Shares and to take the other actions required
      to
      be taken by Seller at the Closing, and Company’s obligation to take such actions
      required by Company at the Closing, is subject to the satisfaction, at or prior
      to the Closing, of each of the following conditions (any of which may be waived
      by Seller and Company in whole or in part):

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SECTION
      8.1 ACCURACY OF REPRESENTATIONS. All of Buyer's representations and warranties
      in this Agreement (considered collectively), and each of these representations
      and warranties (considered individually), shall have been accurate in all
      material respects as of the date of this Agreement and shall be accurate in
      all
      material respects as of the time of the Closing as if then made.

    


    SECTION
      8.2 BUYER’S PERFORMANCE. All of the covenants and obligations that Buyer is
      required to perform or with which Buyer is required to comply pursuant to
      this Agreement at or prior to the Closing (considered collectively), and each
      of
      these covenants and obligations (considered individually), shall have been
      performed and complied with in all material respects.

    


    SECTION
      8.3 CONSENTS. Each of the Consents identified in a schedule to be provided
      by
      Company and Seller to Buyer on or before the Compliance Date shall have been
      obtained and shall be in full force and effect.

    


    SECTION
      8.4 ADDITIONAL DOCUMENTS. Buyer shall have caused the documents and instruments
      required by Section
      2.3(b)
      and the
      following documents to be delivered (or tendered subject only to Closing) to
      Company and Seller as well as such other documents as Company and Seller may
      reasonably request for the purpose of (i) evidencing the accuracy of any
      representation or warranty of Buyer, (ii) evidencing the performance by Buyer
      of, or the compliance by Buyer with, any covenant or obligation required to
      be
      performed or with which Buyer is required to comply or (iii) evidencing the
      satisfaction of any condition referred to in this Article
      8.

       

    SECTION
      8.5 NO INJUNCTION. No Legal Requirement, injunction or other Order shall be
      in
      effect that (a) prohibits the consummation of the Contemplated Transactions
      and
      (b) has been adopted or issued, or has otherwise become effective, since the
      date of this Agreement.

    


    ARTICLE
      IX

    TERMINATION

    


    SECTION
      9.1 TERMINATION EVENTS. By written notice given prior to or at the Closing,
      subject to Section
      9.2,
      this
      Agreement may be terminated by the Party or Parties referenced below as
      follows:

    


    (a) by
      Buyer,
      if Company or Seller is in material Breach of any representation, warranty,
      covenant, or agreement of such Party contained in this Agreement, or any such
      representation or warranty shall have become untrue (unless such Breach results
      primarily from Buyer breaching any representation, warranty, covenant or
      agreement in this Agreement), and such Breach has not been waived by Buyer
      or
      rectified within five(5) days;

    


    (b) by
      Buyer,
      if Buyer shall have not received from Company the Company’s Financial Statements
      on or before June 30, 2008 unless extended by the mutual consent of the parties;
      

    


    (c) by
      Buyer,
      if Buyer shall have not received from Seller or the Company the information
      required to be set forth in the schedules referred to in the relevant provisions
      of this Agreement or otherwise required to be disclosed or provided to Buyer
      pursuant to this Agreement, and Buyer has not granted an extension of time
      to
      Seller or Company; 

    


    (d) by
      Buyer,
      if Buyer shall have completed its legal, accounting, and business due diligence
      of the Company, and the results thereof are not deemed satisfactory to Buyer
      in
      its sole and absolute discretion; 

    


    (e) by
      Buyer,
      if any condition in Article
      7
      has not
      been satisfied as of the End Date, other than the Company’s obligation to
      provide Financial Statements which must be satisfied on or before June 30,
      2008
      unless Buyer grants an extension to Seller or Company, as applicable, (unless
      the failure results primarily from Buyer breaching any representation, warranty,
      covenant, or agreement contained in this Agreement), and Buyer has not waived
      such condition on or before such date or rectified within five(5) days;


    


    (f) by
      Seller, if Buyer is in material Breach of any representation, warranty,
      covenant, or agreement of Buyer, or any such representation or warranty shall
      have become untrue (unless such Breach results primarily from Seller or Company
      breaching any representation, warranty, covenant or agreement in this
      Agreement), and such Breach has not been waived by Seller
      or Company;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (g) by
      Seller, if any condition in Article
      8
      has not
      been satisfied as of the End Date (unless the failure results primarily from
      Seller or Company breaching any representation, warranty, or covenant contained
      in this Agreement), and Company and Seller have not waived such condition on
      or
      before such date;

    


    (h) by
      mutual
      consent of Buyer, Seller, and Company; or

    


    (i) by
      Buyer,
      if the Closing has not occurred on or before July 31, 2008 or Buyer has not
      extended the date for the Closing. 

     

    SECTION
      9.2 EFFECT OF TERMINATION. Each party's right of termination under Section
      9.1
      is in
      addition to any other rights it may have under this Agreement, at law or in
      equity, and the exercise of such right of termination will not be an election
      of
      remedies to the exclusion of any others. If this Agreement is terminated
      pursuant to Section
      9.1,
      all
      obligations of the parties under this Agreement will terminate, except that
      the
      obligations of the parties in this Section
      9.2
      and
Articles
      12
      and
13
      will
      survive; provided, however, that, if this Agreement is terminated because of
      a
      Breach of this Agreement by the non-terminating party or because one or more
      of
      the conditions to the terminating party's obligations under this Agreement
      is
      not satisfied as a result of the non-terminating party's failure to comply
      with
      its obligations under this Agreement, the terminating party's right to pursue
      all legal remedies will survive such termination unimpaired.

    


    ARTICLE
      X

    ADDITIONAL
      COVENANTS

    


    SECTION
      10.1 FURTHER ASSURANCES. From and after the date hereof, and continuing after
      the Closing, the parties shall cooperate reasonably with each other and with
      their respective Representatives in connection with any steps required to be
      taken as part of their respective obligations under this Agreement, and shall
      (a) furnish upon request to each other any further information that any party
      hereto may reasonably require; (b) execute and deliver to each other party
      such
      other documents as such other parties may reasonably require; and (c) do such
      other acts and things as the other parties may reasonably request for the
      purpose of carrying out the intent of this Agreement and the Contemplated
      Transactions.

    


    SECTION
      10.2 POST-CLOSING SEC FILINGS. As soon as practicable following the Closing,
      Buyer shall cause the transactions contemplated hereunder to be memorialized
      and
      disclosed by making all filings or recordings required under applicable law.
      Seller hereby covenants and agrees to aid Buyer, as specifically requested
      by
      Buyer, in preparing and making such filings or recordings. 

    


    SECTION
      10.3 SOUTHEASTERN FINANCIAL HOLDINGS, LLC. Sellers acknowledge that SOUTHEASTERN
      FINANCIAL HOLDINGS, LLC, and/or its wholly owned subsidiary BASIS FINANCIAL,
      LLC, has provided, or will be providing financial consulting services to Buyer
      relating to the contemplated acquisition transactions.  

    


    SECTION
      10.4. The Existing Shareholders of the Buyer(s) and the Seller(s), once they
      are
      allotted the Consideration Shares, shall enter into a Shareholders’ Agreement in
      the form satisfactory to the parties, which is annexed to this document as
      Exhibit A

    


    SECTION
      10.5. The
      Buyer
      and Dr. Sanjiw shall enter into an Employment Agreement in the form satisfactory
      to the parties, which is annexed to this document as Exhibit B

    


    SECTION
      10.6. The Buyer shall enter into a Consultancy
      Agreement with Basis Financial, LLC, in the form satisfactory to the parties,
      which annexed to this document as Exhibit C

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    ARTICLE
      XI

    INDEMNIFICATION;
      REMEDIES

    


    SECTION
      11.1 SURVIVAL.

    


    (a)
       All
      representations, warranties, covenants and obligations in this Agreement, the
      schedules or other documentation provided pursuant to this Agreement, any
      supplements thereto, the certificates delivered pursuant to Section
      2.3,
      and any
      other certificate or document delivered pursuant to this Agreement shall survive
      the Closing and the consummation of the Contemplated Transactions until the
      expiration of their respective statutes of limitations. 

    


    (b)
       The
      right
      to indemnification, reimbursement or other remedy based upon such
      representations, warranties, covenants and obligations shall not be affected
      by
      any investigation (including any environmental investigation or assessment)
      conducted with respect to, or any Knowledge acquired (or capable of being
      acquired) at any time, whether before or after the execution and delivery of
      this Agreement or the Closing Date, with respect to the accuracy or inaccuracy
      of or compliance with any such representation, warranty, covenant or obligation.
      The waiver of any condition based upon the accuracy of any representation or
      warranty, or upon the performance of or compliance with any covenant or
      obligation, will not affect the right to indemnification, reimbursement or
      other
      remedy based upon such representations, warranties, covenants and
      obligations.

    


    SECTION
      11.2 INDEMNIFICATION AND REIMBURSEMENT BY SELLER. Seller and Company shall,
      jointly and severally, indemnify and hold harmless Buyer, and its
      Representatives, shareholders, directors, officers, employees, agents,
      subsidiaries, and affiliates (collectively, the "Buyer Indemnified Persons"),
      and shall reimburse the Buyer Indemnified Persons for any loss, Liability,
      claim, damage, expense (including costs of investigation and defense and
      reasonable attorneys' fees and expenses) or diminution of value, whether or
      not
      involving a Third Party Claim (collectively, "Damages"), arising from or in
      connection with:

    


    (a)
       any
      Breach of any representation or warranty made by Seller or Company in this
      Agreement and any other certificate, document, writing or instrument delivered
      by Seller or Company pursuant to this Agreement; 

      

    (b)
       any
      Breach of any covenant or obligation of Seller or Company in this Agreement
      or
      in any other certificate, document, writing or instrument delivered by Seller
      or Company pursuant to this Agreement; 

    


    (c)
       any
      Liability arising out of the operation of Company or the business or Assets
      of
      Company prior to the Closing Date; 

    


    (d)
       any
      product or any services sold, included in Inventory, or otherwise provided
      by,
      Company , in whole or in part, prior to the Closing Date, including claims
      for
      Breach of warranty or product Liability;

    


    (e)
       any
      Liability under any Company Contract entered into prior to the Closing
      Date;

    


    (f)
       any
      Liability for Taxes, including (i) any Taxes arising as a result of the
      Company's ’s operation of its Business or ownership of its Assets prior to the
      Closing Date, and (ii) any Taxes that will arise as a result of the sale of
      the
      Purchase Shares pursuant to this Agreement;

    


    (g)
       any
      Liability relating to payroll, vacation, sick leave, workers' compensation,
      unemployment benefits, pension benefits, employee stock option or profit-sharing
      plans, health care plans or benefits or any other employee plans or benefits
      of
      any kind for Company's ’s employees or former employees or both;


    


    (h)
       any
      Liability relating to the payment of all wages and other remuneration due to
      any
      Company employees with respect to their services as employees of Company through
      the close of business on the Closing Date, including pro rata bonus payments
      and
      all vacation pay earned prior to the Closing Date and the payment of any
      termination or severance payments. 

    


    (i)
       any
      Liability arising out of any Proceeding commenced after the Closing Date and
      arising out of or relating to any occurrence or event happening prior to the
      Closing Date, and any Liability under any Company Contract that arises after
      the
      Closing but that arises out of or relates to any Breach that occurred prior
      to
      the Closing, and any such other Liability;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (j)
       any
      Liability arising out of or resulting from Company's ’s compliance or
      noncompliance with any Legal Requirement or Order of any Governmental Body;
      

    


    (k)
       any
      Liability of Company under this Agreement or any other document executed in
      connection with the Contemplated Transactions; and

    


    (l)
       any
      Liability of Company based upon Seller’s acts or omissions occurring after
      the Closing Date.

    


    SECTION
      11.3 INDEMNIFICATION AND REIMBURSEMENT BY BUYER. Buyer will indemnify and hold
      harmless Seller and Company, and will reimburse Seller and Company, for any
      Damages arising from or in connection with:

    


    (a) any
      Breach of any representation or warranty made by Buyer in this Agreement or
      in
      any certificate, document, writing or instrument delivered by Buyer pursuant
      to
      this Agreement; or

    


    (b) any
      Breach of any covenant or obligation of Buyer in this Agreement or in any other
      certificate, document, writing or instrument delivered by Buyer pursuant to
      this
      Agreement.

    


    SECTION
      11.4 THIRD-PARTY CLAIMS.

     

    (a) Promptly
      after receipt by a Person entitled to indemnity under Section
      11.2
      or
11.3
      (an
      "Indemnified Person") of notice of the assertion of a Third-Party Claim against
      it, such Indemnified Person shall give notice to the Person obligated to
      indemnify it under such Section (an "Indemnifying Person") of the assertion
      of
      such Third-Party Claim, provided that the failure to notify the Indemnifying
      Person will not relieve the Indemnifying Person of any liability that it may
      have to any Indemnified Person, except to the extent that the Indemnifying
      Person demonstrates that the defense of such Third-Party Claim is prejudiced
      by
      the Indemnified Person's failure to give such notice.

    


    (b) If
      an
      Indemnified Person gives notice to the Indemnifying Person pursuant to
Section
      11.4(a)
      of the
      assertion of a Third-Party Claim, the Indemnifying Person shall be entitled
      to
      participate in the defense of such Third-Party Claim and, to the extent that
      it
      wishes (unless (i) the Indemnifying Person is also a Person against whom the
      Third-Party Claim is made and the Indemnified Person determines in good faith
      that joint representation would be inappropriate or (ii) the Indemnifying Person
      fails to provide reasonable assurance to the Indemnified Person of its financial
      capacity to defend such Third-Party Claim and to provide indemnification with
      respect to such Third-Party Claim), to assume the defense of such Third-Party
      Claim with counsel satisfactory to the Indemnified Person. After notice from
      the
      Indemnifying Person to the Indemnified Person of its election to assume the
      defense of such Third-Party Claim, the Indemnifying Person shall not, so long
      as
      it diligently conducts such defense, be liable to the Indemnified Person under
      this Article
      11
      for any
      fees of other counsel or any other expenses with respect to the defense of
      such
      Third-Party Claim, in each case subsequently incurred by the Indemnified Person
      in connection with the defense of such Third-Party Claim, other than reasonable
      costs of investigation. If the Indemnifying Person assumes the defense of a
      Third-Party Claim, (i) such assumption will conclusively establish for purposes
      of this Agreement that the claims made in that Third-Party Claim are within
      the
      scope of and subject to indemnification, and (ii) no compromise or settlement
      of
      such Third-Party Claims may be effected by the Indemnifying Person without
      the
      Indemnified Person's Consent unless (A) there is no finding or admission of
      any
      violation of Legal Requirement or any violation of the rights of any Person;
      (B)
      the sole relief provided is monetary damages that are paid in full by the
      Indemnifying Person; and (C) the Indemnified Person shall have no liability
      with
      respect to any compromise or settlement of such Third-Party Claims effected
      without its Consent. If notice is given to an Indemnifying Person of the
      assertion of any Third-Party Claim and the Indemnifying Person does not, within
      ten (10) days after the Indemnified Person's notice is given, give notice to
      the
      Indemnified Person of its election to assume the defense of such Third-Party
      Claim, the Indemnifying Person will be bound by any determination made in such
      Third-Party Claim or any compromise or settlement effected by the Indemnified
      Person.

    


    (c) Notwithstanding
      the foregoing, if an Indemnified Person determines in good faith that there
      is a
      reasonable probability that a Third-Party Claim may adversely affect it or
      its
      Related Persons other than as a result of monetary damages for which it would
      be
      entitled to indemnification under this Agreement, the Indemnified Person may,
      by
      notice to the Indemnifying Person, assume the exclusive right to defend,
      compromise or settle such Third-Party Claim, but the Indemnifying Person will
      not be bound by any determination of any Third-Party Claim so defended for
      the
      purposes of this Agreement or any compromise or settlement effected without
      its
      Consent (which may not be unreasonably withheld).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (d) Notwithstanding
      the provisions of Section
      13.4,
      Company
      and Seller hereby consent to the nonexclusive jurisdiction of any court in
      which
      a Proceeding in respect of a Third-Party Claim is brought against any Buyer
      Indemnified Person for purposes of any claim that a Buyer Indemnified Person
      may
      have under this Agreement with respect to such Proceeding or the matters alleged
      therein and agree that process may be served on Company and Seller with respect
      to such a claim anywhere in the world.

    


    (e) With
      respect to any Third-Party Claim subject to indemnification under this
Article
      11:
      (i)
      both the Indemnified Person and the Indemnifying Person, as the case may be,
      shall keep the other Person fully informed of the status of such Third-Party
      Claim and any related Proceedings at all stages thereof where such Person is
      not
      represented by its own counsel, and (ii) the parties agree (each at its own
      expense) to render to each other such assistance as they may reasonably require
      of each other and to cooperate in good faith with each other in order to ensure
      the proper and adequate defense of any Third-Party Claim.

    


    (f) With
      respect to any Third-Party Claim subject to indemnification under this
Article
      11,
      the
      parties agree to cooperate in such a manner as to preserve in full (to the
      extent possible) the confidentiality of all Confidential Information and the
      attorney-client and work-product privileges. In connection therewith, each
      party
      agrees that: (i) it will use its Best Efforts, in respect of any Third-Party
      Claim in which it has assumed or participated in a defense, to avoid production
      of Confidential Information (consistent with applicable law and rules of
      procedure), and (ii) all communications between any party hereto and counsel
      responsible for or participating in the defense of any Third-Party Claim shall,
      to the extent possible, be made so as to preserve any applicable attorney-client
      or work-product privilege.

    


    SECTION
      11.5 OTHER CLAIMS. A claim for indemnification for any matter not involving
      a
      Third-Party Claim may be asserted by notice to the party from whom
      indemnification is sought and shall be paid promptly after such
      notice.

    


    SECTION
      11.6 INDEMNIFICATION DESPITE NEGLIGENCE, STRICT LIABILITY OR LIABILITY WITHOUT
      FAULT.

    


    IT
      IS THE
      EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH PARTY TO BE INDEMNIFIED
      PURSUANT TO THIS ARTICLE 11 SHALL BE INDEMNIFIED AND HELD HARMLESS FROM AND
      AGAINST ALL INDEMNIFIED LOSSES AS TO WHICH INDEMNITY IS PROVIDED FOR UNDER
      THIS
      ARTICLE 11 NOTWITHSTANDING THAT ANY SUCH INDEMNIFIED LOSSES ARISE OUT OF OR
      RESULT FROM THE (I) THE ORDINARY, STRICT, SOLE, OR CONTRIBUTORY NEGLIGENCE,
      OR
      (II) STRICT LIABILITY (OR OTHER LIABILITY WITHOUT FAULT) OF SUCH PARTY AND
      REGARDLESS OF WHETHER ANY OTHER PARTY (INCLUDING ANOTHER PARTY TO THIS
      AGREEMENT) IS OR IS NOT ALSO NEGLIGENT OR OTHERWISE LIABLE WITH RESPECT TO
      THE
      MATTER IN QUESTION. 

    


    ARTICLE
      XII

    CONFIDENTIALITY

    


    SECTION
      12.1 CONFIDENTIAL INFORMATION.

    


    (a) Each
      Party agrees that, unless and until the Closing has been consummated, each
      Party
      will hold in strict confidence, and will not use to the detriment of any other
      Party, any data and information obtained in connection with this Agreement
      or
      the Contemplated Transactions, except insofar as this data and information
      may
      be required by law to be included in documents required to be filed by Buyer
      with the SEC under the Exchange Act and the rules and regulations promulgated
      thereunder or may be required in connection with financing efforts undertaken
      by
      or on behalf of Buyer.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (b) "Confidential
      Information" means all items, materials and information which belong to a Party
      and are not generally known to the public that has been or may hereafter be
      disclosed to the other Party(ies) by such Party or by the directors, officers,
      employees, agents, consultants, advisors or other representatives, including
      legal counsel, accountants and financial advisors of such Party, irrespective
      of
      the form of the disclosure. Confidential Information is intended to be
      interpreted broadly and includes trade secrets and other proprietary or
      confidential information concerning the business and affairs of a Party, product
      specifications, data, know-how, formulae, compositions, processes, designs,
      sketches, photographs, graphs, drawings, samples, inventions and ideas, past,
      current, and planned research and development, current and planned manufacturing
      or distribution methods and processes, customer lists, current and anticipated
      customer requirements, price lists, supplier lists, market studies, business
      plans, computer software and programs (including object code and source code),
      computer software and database technologies, systems, structures and
      architectures (and related processes, formulae, composition, improvements,
      devices, know-how, inventions, discoveries, concepts, ideas, designs, methods
      and information); financial statements, financial projections and budgets,
      historical and projected sales, capital spending budgets and plans, the names
      and backgrounds of key personnel, and personnel training techniques and
      materials. Confidential Information also includes all notes, analyses,
      compilations, studies, summaries and other material containing or based, in
      whole or in part, upon any Confidential Information.

     

    ARTICLE
      XIII

    GENERAL
      PROVISIONS

    


    SECTION
      13.1 EXPENSES. Except as otherwise provided in this Agreement, each Party to
      this Agreement will bear its own fees and expenses incurred in connection with
      the preparation, negotiation, execution and performance of this Agreement and
      the Contemplated Transactions, including all fees and expenses of its
      Representatives. If this Agreement is terminated, the obligation of each Party
      to pay its own fees and expenses will be subject to any rights of such Party
      arising from a Breach of this Agreement by another Party.

    


    SECTION
      13.2 PUBLIC ANNOUNCEMENTS. Any public announcement, press release or similar
      publicity with respect to this Agreement or the Contemplated Transactions will
      be issued, if at all, at such time and in such manner as Buyer determines.
      Except with the prior consent of Buyer or as permitted by this Agreement,
      neither Company, Seller nor any of their Representatives shall disclose to
      any
      Person (a) the fact that any confidential information of Company or Seller
      has
      been disclosed to Buyer or its Representatives, that Buyer or its
      Representatives have inspected any portion of the Confidential Information
      of
      Company or Seller, that any Confidential Information of Buyer has been disclosed
      to Company, Seller or their Representatives or that Company, Seller or their
      Representatives have inspected any portion of the Confidential Information
      of
      Buyer or (b) any information about the Contemplated Transactions, including
      the
      status of such discussions or negotiations, the execution of any documents
      (including this Agreement) or any of the terms of the Contemplated Transactions
      or the related documents (including this Agreement). Company, Seller and Buyer
      will consult with each other concerning the means by which Company's employees,
      customers, suppliers and others having dealings with Company will be informed
      of
      the Contemplated Transactions, and Buyer will have the right to be present
      for
      any such communication.

    


    SECTION
      13.3 NOTICES. All notices, Consents, waivers and other communications required
      or permitted by this Agreement shall be in writing and shall be deemed given
      to
      a party when (a) delivered to the appropriate address by hand (with written
      confirmation of receipt) or by nationally recognized overnight courier service
      (costs prepaid); (b) sent by facsimile with confirmation of transmission by
      the
      transmitting equipment; or (c) sent to the addressee by certified mail, return
      receipt requested, in each case to the following addresses or facsimile numbers
      (or to such other address, facsimile number, e-mail address or Person as a
      party
      may designate by notice to the other parties):

     

    
      	Company	
              Protech
                Biosystems Pvt. Ltd.

            


    

    F-1194

    Chittaranjan
      Park

    New
      Delhi, Delhi 110019

    


    
      	Seller(s):	
              1)
                Sanjiw
                Kumar Singh

            


    

    E.
      786
      C.R. Park

    New
      Delhi, India 110019 

     

    2)
      Raju
      Kumar Singh

    E.
      786
      C.R. Park

    New
      Delhi, India 110019

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    3)
      Rana
      Rajesh Kumar

    E.
      786
      C.R. Park

    New
      Delhi, India 110019

    


    
      	Buyer:	
              SFH
                I ACQUISITION CORP.

            


    

    3363
      NE
      163rd
      Street
      Suite 705

    North
      Miami Beach, Florida 33160

    


    SECTION
      13.4 RESOLUTION OF DISPUTES.

    


    (a) In
      the
      event that any dispute, controversy or claim arising out of or relating to
      this
      Agreement or the breach, termination or validity thereof should arise between
      the Parties (a “Dispute”), the Party wishing to declare a Dispute shall deliver
      to the other Party(ies) a written notice identifying the disputed
      issue.

     

    (b) Any
      Party
      may give the other Party(ies) written notice of any Dispute not resolved in
      the
      normal course of business. Executives of the Parties shall meet at a mutually
      acceptable time and place within ten (10) Business Days after delivery of such
      notice and thereafter as often as they reasonably deem necessary, to exchange
      relevant information and to attempt to resolve the Dispute. In such meetings
      and
      exchanges, a Party shall have the right to designate as confidential any
      information that such Party offers. If the matter has not been resolved in
      the
      aforementioned manner within thirty (30) Days of the disputing Party’s notice
      having been issued, or if the Parties fail to meet within ten (10) Business
      Days
      as required above, any of the Parties may initiate legal action in Miami-Dade
      County, Florida in either the state or federal court. By entering into this
      Agreement, both parties agree to the jurisdiction of the state and federal
      courts located in Miami-Dade County, Florida. This Agreement shall be
      interpreted, enforced and governed by the laws of the  State
      of
      Florida without regard to principals of conflict or choice of laws.


    


    In
      the
      event of any litigation arising out of this Agreement, the prevailing party
      shall be entitled to recover all costs including attorneys’ fees. 

    


    SECTION
      13.5 ENFORCEMENT OF AGREEMENT. Company and Seller acknowledge and agree that
      Buyer will be irreparably damaged if any of the provisions of this Agreement
      are
      not performed in accordance with their specific terms and that any Breach of
      this Agreement by Company or Seller will be incapable of being adequately
      compensated by monetary damages alone. In addition to any other right or remedy,
      any Party shall be entitled to enforce any provision of this Agreement by a
      decree of specific performance and by temporary, and permanent injunctive
      relief to prevent Breaches or threatened Breaches of any of the provisions
      of
      this Agreement, without posting any bond or other undertaking.

    


    SECTION
      13.6 WAIVER; REMEDIES CUMULATIVE. The rights and remedies of the Parties are
      cumulative and not alternative. Neither any failure nor any delay by any Party
      in exercising any right, power or privilege under this Agreement or any of
      the
      documents referred to in this Agreement will operate as a waiver of such right,
      power or privilege, and no single or partial exercise of any such right, power
      or privilege will preclude any other or further exercise of such right, power
      or
      privilege or the exercise of any other right, power or privilege. To the maximum
      extent permitted by applicable law, (a) no claim or right arising out of this
      Agreement or any of the documents referred to in this Agreement can be
      discharged by one Party, in whole or in part, by a waiver or renunciation of
      the
      claim or right unless in writing signed by the other Parties; (b) no waiver
      that
      may be given by a Party will be applicable except in the specific instance
      for
      which it is given; and (c) no notice to or demand on one Party will be deemed
      to
      be a waiver of any obligation of that Party or of the right of the Party giving
      such notice or demand to take further action without notice or demand as
      provided in this Agreement or the documents referred to in this
      Agreement.

    


    SECTION
      13.7 ENTIRE AGREEMENT AND MODIFICATION. This Agreement supersedes all prior
      agreements, whether written or oral, between the Parties with respect to its
      subject matter (including any letter of intent and any confidentiality agreement
      between Buyer, on the one hand, and Seller or Company, on the other hand) and
      constitutes (along with the schedules, Exhibits and other documents delivered
      pursuant to this Agreement) a complete and exclusive statement of the terms
      of
      the agreement between the parties with respect to its subject matter. This
      Agreement may not be amended, supplemented, or otherwise modified except by
      a
      written agreement executed by the Party to be charged with the
      amendment.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SECTION
      13.8 SCHEDULES.

    


    (a) The
      information contained in the schedules or other written disclosures constitute
      (i) exceptions to particular representations, warranties, covenants and
      obligations of Seller and Company as set forth in this Agreement or (ii)
      descriptions or lists of Assets and Liabilities and other items referred to
      in
      this Agreement. If there is any inconsistency between the statements in this
      Agreement and those in the schedules or other written disclosures (other than
      an
      exception expressly set forth as such in the schedules or other written
      disclosures with respect to a specifically identified representation or
      warranty), the statements in this Agreement will prevail.

    


    (b) The
      statements in the schedules or other written disclosures, and those in any
      supplement thereto, relate only to the provisions in the Section of this
      Agreement to which they expressly relate and not to any other provision in
      this
      Agreement.

    


    SECTION
      13.9 ASSIGNMENTS, SUCCESSORS AND NO THIRD-PARTY RIGHTS. No Party may assign
      any
      of its rights or delegate any of its obligations under this Agreement without
      the prior written consent of the other Parties, and any such attempted
      assignment shall be null and void and of no force or effect. Subject to the
      preceding sentence, this Agreement will apply to, be binding in all respects
      upon and inure to the benefit of the successors and permitted assigns of the
      Parties. Nothing expressed or referred to in this Agreement will be construed
      to
      give any Person other than the parties to this Agreement any legal or equitable
      right, remedy or claim under or with respect to this Agreement or any provision
      of this Agreement, except such rights as shall inure to a successor or permitted
      assignee pursuant to this Section
      13.9.

    


    SECTION
      13.10 SEVERABILITY. If any provision of this Agreement is held invalid or
      unenforceable by any court of competent jurisdiction, the other provisions
      of
      this Agreement will remain in full force and effect. Any provision of this
      Agreement held invalid or unenforceable only in part or degree will remain
      in
      full force and effect to the extent not held invalid or
      unenforceable.

    


    SECTION
      13.11 CONSTRUCTION. The headings of Articles and Sections in this Agreement
      are
      provided for convenience only and will not affect its construction or
      interpretation. All references to "Articles," "Sections," and “Exhibits” refer
      to the corresponding Articles, Sections, and Exhibits of this
      Agreement.

    


    SECTION
      13.12 TIME OF ESSENCE. With regard to all dates and time periods set forth
      or
      referred to in this Agreement, time is of the essence.

     

    SECTION
      13.13 GOVERNING LAW. This Agreement will be governed by and construed under
      the
      laws of the State of Florida, without regard to conflicts-of-laws rules or
      any
      principles that would require the application of any other law.

    


    SECTION
      13.14 EXECUTION OF AGREEMENT. This Agreement may be executed in one or more
      counterparts, each of which will be deemed to be an original copy of this
      Agreement and all of which, when taken together, will be deemed to constitute
      one and the same instrument. The exchange of copies of this Agreement and of
      signature pages by facsimile transmission shall constitute effective execution
      and delivery of this Agreement as to the parties and may be used in lieu of
      the
      original Agreement for all purposes. Signatures of the parties transmitted
      by
      facsimile shall be deemed to be their original signatures for all
      purposes.

    


    SECTION
      13.15 SELLER AND COMPANY LIABILITY; SELLER’S RELEASE.

    


    (a)
       Wherever
      in this Agreement provision is made for any action to be taken or not taken
      by
      Company, Seller undertakes to cause Company to take or not take such action,
      as
      the case may be. Without limiting the generality of the foregoing, Seller and
      Company shall be jointly and severally liable for the indemnities set forth
      in
Article
      11.

    


    (b)
       The
      Liability of Company prior to Closing shall be joint and several with Seller.
      Upon Closing, Company shall be forever discharged and released from all
      Liabilities hereunder, including any claims of contribution from Seller. In
      addition, in consideration for the Contemplated Transactions, as of the Closing,
      Seller and its directors, officers, shareholders, representatives, heirs,
      executors, successors and assigns (the "Waiving Parties"), release, waive and
      forever discharge, in all capacities, including as shareholder of Company,
      from
      and after the Closing any and all claims, known or unknown, that the Waiving
      Parties ever had, now have or may have against Company and its officers,
      directors, employees or agents in connection with or arising out of any act
      or
      omission of Company or its officers, directors, employees, advisers or agents,
      in such capacity, at or prior to the Closing. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Stock Purchase Agreement as
      of
      the date first written above.

    

      
        	
                BUYER:

              	
                COMPANY:

              
	 	 
	
                SFH
                  I ACQUISITION CORP.

              	
                Protech
                  Biosystems, Pvt. Ltd.

              
	 	 
	 	 
	
                By:________________________

              	
                By:_______________________

              
	
                Name:
                  Armen Karapetyan

              	
                Name:

              
	
                Title:
                  President

              	
                Title:

              
	 	 
	 	 
	
                SELLING
                  SHAREHOLDERS:

              	
                PERCENTAGE
                  OF OWNERSHIP

              
	 	 
	
                ______________________

              	 
	
                Mr.
                  Sanjiw Kumar Singh

              	
                33.70%

              
	 	 
	 	 
	
                ____________________

              	 
	
                Mr.
                  Raju Kumar Singh

              	
                33.15%

              
	 	 
	 	 
	
                ______________________

              	 
	
                Mr.
                  Rana Rajesh Kumar

              	
                33.15%

              
	 	 
	 	 
	 	 
	
                TOTAL

              	
                
                  100%