ex101.htm


    Exhibit
10.1


    SECURITIES
EXCHANGE AGREEMENT

    


    This
Agreement dated as of the 2nd day of
May, 2008, by and among Firstway Enterprises, Inc., a Delaware corporation
having its offices at 12876 Biscayne Boulevard, Suite 276, Miami,
Florida  33181 (the “Issuer”), US Imaging Holding LLC, with offices at
600 North Cattleman Road, Sarasota, Florida  34232 (“Imaging”), John
Uphold, an individual (“Uphold”) and Stephen Miley, an individual
(“Miley”).  Uphold and Miley are hereinafter referred to collectively
as the “Members” and  individually as a “Member”).

    


    W I T N E S S E T
H:

    


    WHEREAS,
the Members are the holders of all of the issued and outstanding membership
interest of Imaging (the “Imaging Interest”); and

     

    WHEREAS,
the Issuer desires to acquire all of the Imaging Interest, which represent all
of the capital of Imaging, from the Members, and is willing to issue shares of
its common stock, par value $.001 per share (“Common Stock”), to the Members in
exchange for the Imaging Interest on and subject to the terms and conditions of
this Agreement;

     

    WHEREAS,
the Members have executed this agreement pursuant to which they agreed to
transfer the Imaging Interest to the Issuer for an aggregate of 40,952,189
shares of common stock of the Issuer (the “Shares”);

     

    WHEREAS,
this Agreement sets forth the terms and conditions on which the Members are
transferring the Imaging Interest to the Issuer; and

     

    NOW,
THEREFORE, for the mutual consideration set out herein, the parties agree as
follows:

     

    1. Exchange of
Securities.

     

    (a) Issuance of Shares by
Issuer.  On and subject to the conditions set forth in this
Agreement, the Issuer will issue the Shares to the Members in exchange for all
of the outstanding membership interest of Imaging, which is represented by the
Imaging Interest.  The Shares will be issued to the Members in the
amounts set forth after their respective names in Schedule A to this
Agreement.

     

    (b) Transfer of Imaging Interest
by the Members.  On and subject to the conditions set forth in
this Agreement, the Members will transfer to the Issuer all of the Imaging
Interest in exchange for the Shares.  Each Member holds the Imaging
Interest set forth after his name in Schedule A to this Agreement.

     

     

     

    
      
        
        

      

      
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    (c) Closing.  The
issuance of the Shares to the Members and the transfer of the Imaging Interest
to the Issuer will take place at a closing (the “Closing”) to be held at the Law
Offices of Stephen M. Fleming, PLLC, 403 Merrick Avenue, 2nd Floor,
East Meadow, New York 11554 as soon as possible after or contemporaneously with
the satisfaction or waiver of all of the conditions to closing set forth in
Sections 4 and 5 of this Agreement (the “Closing Date”).

     

    (d) Adherence with Applicable
Securities Laws.  Each of the Members agrees that he is
acquiring the Shares for investment purposes and will not offer, sell or
otherwise transfer, pledge or hypothecate any of the Shares issued to him
directly or indirectly unless:

     

    
      	
              (i)  

            	
              the sale is to
      Issuer;

            


    

     

    
      	
              (ii)  

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

            


    

     

    
      	
              (iii)  

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

            


    

     

    The Members acknowledge that the
certificates representing the Shares shall bear the following
legend:

    


     

    THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY
NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER
SUCH ACT AND THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE
144A OF SUCH ACT.

    


     

    2. Representations and
Warranties of the Issuer.  The Issuer and Stuart Posner and
Russell Adler (together, Messrs Posner and Adler are collectively referred to as
the Majority Stockholders, hereby represent and warrant to the Members as
follows:

     

    (a) General.

     

    (i) The
Issuer is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware.

     

    (ii) The
Issuer’s authorized capital stock consists of 20,000,000 shares of preferred
stock, par value $.0001 per shares, none of which are issued or outstanding, and
250,000,000 shares of Common Stock, of which there will be 9,047,811 shares, or
a commitment to issue shares, outstanding as of the Closing Date. All of the
shares of the Issuer are duly authorized, validly issued, fully paid and
nonassessable. There are no options, warrants or other rights, agreements,
arrangements or commitments of any character relating to the issued or unissued
capital stock of the Issuer or obligating the Issuer to issue or sell any shares
of capital stock of or other equity interests in the Issuer. There is no
personal liability, and there are no preemptive rights with regard to the
capital stock of the Issuer, and no right-of-first refusal or similar catch-up
rights with regard to such capital stock. Except as set forth herein, there are
no outstanding contractual obligations or other commitments or arrangements of
the Issuer to (A) repurchase, redeem or otherwise acquire any shares of (or any
interest therein) or (B) to provide funds to or make any investment (in the form
of a loan, capital contribution or otherwise) in any other entity, or (C) issue
or distribute to any person any capital stock of the Issuer, or (D) issue or
distribute to holders of any of the capital stock of the Issuer any evidences of
indebtedness or assets of the Issuer. All of the outstanding securities of the
Issuer have been issued and sold by the Issuer in full compliance in all
material respects with applicable federal and state securities
laws.

     

    (iii) The
Issuer has full power and authority to carry out the transactions provided for
in this Agreement, and this Agreement constitutes the legal, valid and binding
obligations of the Issuer, enforceable in accordance with their respective
terms, except as enforceability may be limited by bankruptcy, insolvency and
other laws of general application affecting the enforcement of creditor’s rights
and except that any remedies in the nature of equitable relief are in the
discretion of the court.  All necessary action required to be taken by
the Issuer for the consummation of the transactions contemplated by this
Agreement has been taken.

     

    (iv) The
Shares, when issued pursuant to this Agreement, will be duly and validly
authorized and issued, fully paid and non-assessable.  The issuance of
the Shares to the Members is exempt from the registration requirements of the
Securities Act of 1933, as amended (the “Securities Act”), pursuant to an
exemption provided by Section 4(2) thereunder.

     

     

    
      
        
        

      

      
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    (v) The
Issuer has no subsidiaries.

     

    (vi) The
Issuer does not own any personal or real property or have any
employees.

     

    (vii) The Issuer does not have a bank
account.

     

    (b) Property.  The
Issuer does not own any real property.  The Issuer does not own any
intellectual property rights.  None of the Issuer’ assets are subject
to any encumbrances or other Claims.  A “Claim” shall mean any
security interest, lien, pledge, claim, charge, escrow, encumbrance, option,
right of first refusal, mortgage, indenture, security agreement or other
agreement, arrangement, contract, commitment, understanding or obligation,
whether or not relating in any way to credit or the borrowing of money and
whether or not voluntarily incurred or arising under any law.

     

    (c) Litigation.  There
are no material claims, actions, suits, proceedings, inquiries, labor disputes
or investigations (whether or not purportedly on behalf of the Issuer) pending
or, to the Issuer’s Best Knowledge, threatened against the Issuer or any of its
assets, at law or in equity or by or before any governmental entity or in
arbitration or mediation.  No bankruptcy, receivership or debtor
relief proceedings are pending or, to the best of the Issuer’s knowledge,
threatened against the Issuer.

     

    (d) Compliance with
Laws.  The Issuer has complied with, is not in violation of,
and has not received any notices of violation with respect to, any federal,
state, local or foreign law, judgment, decree, injunction or order, applicable
to it, the conduct of its business, or the ownership or operation of its
business.    References in this Agreement to “laws” shall
refer to any laws, rules or regulations of the United States, as the case may
be, federal, state or local government or any governmental or quasi-governmental
agency, bureau, commission, instrumentality or judicial body (including, without
limitation, any federal or state securities law, regulation, rule or
administrative order).

     

    (e) Taxes.  The
Issuer has properly filed all tax returns required to be filed and has paid all
taxes shown thereon to be due.  To the Best Knowledge of officers the
Issuer, all tax returns previously filed are true and correct in all material
respects.  As used in this Agreement, a party’s Best Knowledge shall
mean and include (i) actual knowledge and (ii) that knowledge which a prudent
businessperson would reasonably have obtained in the management of such person’s
business affairs after making due inquiry and exercising the due diligence which
a prudent businessperson should have made or exercised, as applicable, with
respect thereto.  Actual or imputed knowledge of any director or
officer of a party shall be deemed to be knowledge of the party.

     

    (f) No
Defaults.

     

    (i) The
Issuer has performed all material obligations required to be performed by it,
and the Issuer is not in default, in any material respect, under any agreement
to which it is a party except to the extent that any such breach would not have
a Material Adverse Effect.

     

    (ii) The
Issuer is not in violation of its certificate of incorporation or
by-laws.  The execution and delivery of this Agreement by the Issuer
and the consummation by the Issuer of the transactions contemplated by this
Agreement will not result in any violation of the Issuer’s certificate of
incorporation or by-laws or any applicable law or be in conflict with,
constitute a default under, or result in a violation of, or give rise to any
right of termination, cancellation or acceleration under, any material agreement
to which the Issuer is a party or any court order or decree or other
governmental order or decree.

     

     

     

     

    
      
        
        

      

      
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    (g) Conflicts; Consents of Third
Parties.

     

    (i)  The
execution and delivery by Issuer of this Agreement and the consummation of the
transactions contemplated hereby or thereby, or compliance by Issuer with any of
the provisions hereof or thereof will not (i) conflict with, or result in the
breach of, any provision of the articles of incorporation or by-laws or
comparable organizational documents of the Issuer; (ii) conflict with, violate,
result in the breach or termination of, or constitute a default under any note,
bond, mortgage, indenture, license, agreement or other instrument or obligation
to which the Issuer is a party or by which any of them or any of their
respective properties or assets is bound; (iii) violate any statute, rule,
regulation, order or decree of any governmental body or authority by which the
Issuer is bound; or (iv) result in the creation of any lien upon the properties
or assets of the Issuer.

     

    (ii) No
consent, waiver, approval, order, permit or authorization of, or declaration or
filing with, or notification to, any person or governmental or regulatory
authority is
required on the part of Issuer in connection with the execution and delivery of
this Agreement.

     

    (h)           Financial
Statements.

     

    (i)  The
Members have reviewed copies of the audited balance sheets of the Issuer as at
December 31, 2007 and the related audited statements of income and of cash flows
of the Issuer for the years then ended and the copies of the unaudited balance
sheets of the Issuer as at March 31, 2007 and the related unaudited statements
of income and of cash flows of the Issuer for the years then ended (the
“Financial Statements”).  Each of the Financial Statements is complete
and correct in all material respects, has been prepared in accordance with GAAP
(subject to normal year-end adjustments in the case of the unaudited statements)
and in conformity with the practices consistently applied by the Issuer without
modification of the accounting principles used in the preparation thereof and
presents fairly the financial position, results of operations and cash flows of
the Issuer as at the dates and for the periods indicated.

     

    (ii)  For
the purposes hereof, the audited balance sheet of the Issuer as at December 31,
2007 is referred to as the "Balance Sheet" and December 31, 2007 is referred to
as the “Balance Sheet Date”.

     

    (i)           No Undisclosed
Liabilities.  Issuer has no indebtedness, obligations or
liabilities of any kind (whether accrued, absolute, contingent or otherwise, and
whether due or to become due) that would have been required to be reflected in,
reserved against or otherwise described on the Balance Sheet or in the notes
thereto in accordance with GAAP which was not fully reflected in, reserved
against or otherwise described in the Balance Sheet or the notes thereto or was
not incurred in the ordinary course of business consistent with past practice
since the Balance Sheet Date.

     

                          (j)           Absence of Certain
Developments.  Except as expressly contemplated by this
Agreement, since the Balance Sheet Date:

     

    (i)  there
has not been any material adverse change nor has there occurred any event which
is reasonably likely to result in a material adverse change;

     

    (ii)  there
has not been any damage, destruction or loss, whether or not covered by
insurance, with respect to the property and assets of the Issuer having a
replacement cost of more than $25,000 for any single loss or $100,000 for all
such losses;

     

    (iii)  there
has not been any declaration, setting aside or payment of any dividend or other
distribution in respect of any shares of capital stock of the Issuer or any
repurchase, redemption or other acquisition by the Issuer of any outstanding
shares of capital stock or other securities of, or other ownership interest in,
the Issuer;

     

    (iv)  the
Issuer has not awarded or paid any bonuses to employees of the
Issuer;

     

    (v)  there
has not been any change by the Issuer in accounting or tax reporting principles,
methods or policies; and

     

    (vi)  the
Issuer has not entered into any transaction or contract or conducted its
business other than in the ordinary course consistent with past
practice.

     

    (k)           Issuer
is a reporting issuer under Section 12(g) of the Securities Exchange Act of 1934
(the “34 Act”).  Issuer is now, and as of the Closing will be, current
in its filings and will have filed all of the filings required to have been made
in the previous twelve months.

     

    (l)           Reliance by
Members.  The representations and warranties set forth in this
Section 2, taken together, do not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements contained
herein and therein, when taken together, not
misleading.  Notwithstanding the foregoing, Members acknowledges that
no representation or warranty is made by the Issuer with respect to any
projections made by the Issuer.

     

    (m)           No Additional
Representations; Reliance.  The Issuer and Majority
Stockholders acknowledge and agree that neither Uphold, nor any of his
Representatives or agents has made any representations, warranties, covenants,
agreements or guaranties to the Issuer, the Majority Stockholders or any of
their respective officers, directors, Representatives or agents, express or
implied, in connection with this Agreement and the transactions contemplated
herein, except for the express representations, warranties, covenants and
agreements of Uphold set forth below.

     

    


    
      
        
        

      

      
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    3. Representations and
Warranties of Members.  Each Member severally and not jointly
represents and warrants to the Issuer, for himself as follows:

     

    (a) Such
Member is the sole record and beneficial owner of the Imaging Interest set forth
after his name in Schedule A to this Agreement, subject to no
Claim.

     

    (b) Such
Member is a resident of the United States of America.

     

    (c) Such
Member has full power and authority to carry out the transactions provided for
in this Agreement, and this Agreement constitutes the legal, valid and binding
obligations of such Member, enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency and other laws of
general application affecting the enforcement of creditor’s rights and that any
remedies in the nature of equitable relief are in the discretion of the
court.  All necessary action required to be taken by such Member for
the consummation of the transactions contemplated by this Agreement has been
taken.

     

    (d) Such
Member is an accredited investor within the meaning of Rule 501 of the
Commission pursuant to the Securities Act;

     

    (e) Such
Member is acquiring the Shares pursuant to this Agreement for investment and not
with a view to the sale or distribution thereof;

     

    (f) Such
Member understands that the Shares constitute restricted securities within the
meaning of Rule 144 of the Securities Exchange Commission (the “Commission”)
pursuant to the Securities Act and may not be sold or otherwise transferred
except pursuant to an effective registration statement or an exemption from the
registration requirements of the Securities Act;

     

    (g) Such
Member has been advised by counsel as to the meaning and implication of the
acquisition of restricted securities and the illiquid nature of the
Shares;

     

    (h) Such
Member acknowledges that the certificate or certificates for the Shares will
bear the Issuer’s customary Securities Act restrictive legend;

     

    (i) Such
Member represents that he understands that an investment in the Shares involves
a high degree of risk; and

     

    (j) Such
Member represents that the execution and performance of this Agreement will not
constitute a breach of any contract to which such Member is a party or by which
he is bound, and will not violate any judgment, decree, order, writ, rule,
statute, or regulation applicable to such Members or his
properties.

     

    4.           Representations
and Warranties of Miley.  Miley represents and
warrants to the Issuer as follows:

     

     

     

    
      
        
        

      

      
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    (a) Organization.

     

    (i) Imaging
is a limited liability company, duly organized, validly existing and in good
standing under the laws of the State of Nevada and has full power and authority
to carry on its business as and where such business is
operated.  Imaging is the sole member and owns 100% of the equity of
US Imaging Corp, LLC, Axcess Diagnostics Bradenton, LLC and Axcess Diagnostics
Sarasota, LLC (the “Subsidiaries”). All necessary company action required to be
taken by Imaging and the Members relating to the execution and delivery of this
Agreement and the consummation of the transactions contemplated by this
Agreement has been duly and validly taken, and this Agreement constitutes the
legal, valid and binding and enforceable obligation of Members, except as
enforceability may be limited by bankruptcy, insolvency and other laws of
general application affecting the enforcement of creditor’s rights and that any
remedies in the nature of equitable relief are in the discretion of the
court.  All necessary action required to be taken by Members for the
consummation of the transactions contemplated by this Agreement has been
taken.

     

    (ii) The
execution and performance of this Agreement will not violate or conflict with
any provision of Imaging’s certificate of formation, operating agreement,
by-laws or other organizational documents. No approval or consent of, or notice
to or filing with, any Person not a party to this Agreement or any governmental
or quasi-governmental agency, is necessary to authorize the execution or
delivery of this Agreement or the consummation of any of the transactions
contemplated herein by Members other than approvals which have been obtained or
will have been obtained at or prior to Closing.

     

    (iii) The
capital of Imaging is represented solely by the Imaging
Interest.  Neither Imaging nor the Subsidiaries is not a party to any
agreement or understanding pursuant to which any securities of any class of
capital stock or any interest in the capital of Imaging or its Subsidiaries is
to be issued or created or transferred, and neither Imaging nor the Subsidiaries
have any agreements, plans, understandings or proposals, whether formal or
informal or whether oral or in writing, pursuant to which any of them granted or
may have issued or granted any individual or entity any Convertible Securities
or any interest in Imaging or the Subsidiaries or Imaging’s or the Subsidiaries’
earnings or profits, however defined.

     

    (iv) 

     

    (b)           Financial
Statements.

     

    (i)         
Imaging has delivered to the Issuer the following financial statements
(collectively, the “Imaging Financial Statements”):  Unaudited balance
sheet at December 31, 2007 and the statements of operations, Members’ equity,
cash flow and notes thereto for the two years in the period then
ended.  The Imaging Financial Statements are in accordance with all
books, records and accounts of Imaging.

     

    (ii)  At
the Closing Date, Imaging did not have any material liabilities, absolute or
contingent, of the type required to be reflected on Imaging Financial
Statements.  Imaging has not guaranteed or assumed or incurred any
obligation with respect to any debt or obligations of any Person, except
endorsements made in the ordinary course of business in connection with the
deposit of items for collection and except as disclosed in the Imaging Financial
Statements.  Imaging has no debts, contracts, guaranty, standby,
indemnity or hold harmless commitments, liabilities or obligations of any kind,
character or description, whether accrued, absolute, contingent or otherwise, or
due or to become due except to the extent set forth or noted in the Imaging
Financial Statement, and not heretofore paid or discharged.

     

    (v) Except as
disclosed in the Imaging Financial Statements, since December 31, 2007, there
has not been any Material Adverse Change affecting Imaging or any damage or
destruction, whether covered by insurance or not, affecting the business,
property or assets of Imaging.

     

    (c)   Property.  Imaging
has disclosed to Issuer any real property owned by Imaging or leased by
Imaging.  None of Imaging’s assets are subject to any encumbrances or
other Claims except as reflected in the Imaging Financial
Statements.

     

    (d)           Intellectual
Property Rights.

     

    (i) Imaging
has all requisite right, title and interest in or valid and enforceable rights
to use all the intellectual property which it believes is necessary to the
conduct of its business as presently conducted, including its rights to
Imaging’s products. Each item of the intellectual property either is owned
exclusively by Imaging, free and clear of any encumbrances, or is licensed to
Imaging under a valid license granting sufficient rights to permit Imaging to
conduct its business as presently conducted. To Imaging’s and Miley’s Best
Knowledge, Imaging owns or has the valid right to use all trademarks, service
marks and trade names used by Imaging in connection with the operation or
conduct of Imaging’s business, including the sale of any products or technology
or the provision of any services by Imaging. Imaging owns exclusively, and has
good title to, all copyrighted works that are Imaging products or other works of
authorship that Imaging otherwise purports to own; provided, however, that such
works may incorporate copyrighted works or works of authorship, trademarks or
trade names of third parties which are licensed to Imaging or are in the public
domain. Imaging has not transferred ownership of any
intellectual  property to any other Person.

     

     

     

    
      
        
        

      

      
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    (ii) The
operation of the business of Imaging as currently conducted, including Imaging’s
design, development, use, import, export, manufacture and sale of the products,
technology or services (including products, technology or services currently
under development) of Imaging, to Imaging’s and Miley’s Best Knowledge, does not
infringe the copyright or misappropriate the trade secrets, patent rights or
trademark rights of any Person. Imaging has not received notice from any Person
claiming that such operation or any act, product, technology or service
(including products, technology or services currently under development) of
Imaging infringes or misappropriates the intellectual property of any Person or
constitutes unfair competition or trade practices under any law.

     

    (iii) To
Imaging’s and Miley’s Best Knowledge, there are no contracts between Imaging and
any other Person with respect to intellectual property under which there is any
dispute regarding the scope of such contract, or performance under such
contract, including any dispute with respect to any payments to be made or
received by Imaging thereunder.

     

    (e)           No
Defaults.

     

    (i) Except as
disclosed in the Imaging Financial Statement, Imaging has performed all material
obligations required to be performed by it, and Imaging is not in default, in
any material respect, under any agreement to which it is a party except to the
extent that any such breach would not have a Material Adverse
Effect.

     

    (ii) Imaging
is not in violation of its certificate of incorporation, by-laws or other
organizational instrument.  The execution and delivery of this
Agreement by Imaging and the consummation by Imaging and the Members of the
transactions contemplated by this Agreement will not result in any violation of
Imaging’s certificate of incorporation, by-laws or other organizational document
or any applicable law or be in conflict with, constitute a default under, or
result in a violation of, or give rise to any right of termination, cancellation
or acceleration under, any material agreement to which Imaging is a party or any
court order or decree or other governmental order or decree affecting
Imaging.

     

    (b) Compliance with
Laws.

     

    (i) Imaging
has complied with, is not in violation of, and has not received any notices of
violation with respect to, any law, judgment, decree, injunction or order,
applicable to it, the conduct of its business or the ownership or operation of
its business, including drug administration laws, regulations on drug’s
operation and quality control, food hygiene laws, price, advertising and
contract laws, company laws, currency laws and regulations, and other laws
affecting or relating to its business.

     

    (ii) To the
Best Knowledge of Miley and Imaging, (i) Imaging is not in violation or, and
has  not  received   any  written   notice  from  any
governmental entity that there exists any violation of any law relating to the
use or disposal or any other dealing with hazardous substances which are
applicable to it, (ii) there are no hazardous  substances present on,
under or about any of Imaging’s property or assets, (iii) no
discharge,  spillage, uncontrolled  loss,  seepage
or filtration of hazardous substances has occurred on, under or about any of
Imaging’s property or assets, (iv) none of Imaging’s property or assets
violates, or has at any time violated,  any
hazardous  substance  laws, and (v)
that  there  is no condition  on
any  asset  for  which Imaging has an
obligation  to undertake  any
remedial  action  pursuant to and hazardous substance laws.
Terms used in this Section 3(g)(ii) shall have the meaning accorded them under
applicable law.

     

    (g)           Litigation.  There
are no material claims, actions, suits, proceedings, inquiries, labor disputes
or investigations (whether or not purportedly on behalf of Imaging) pending or,
to Imaging’s or Miley’s Best Knowledge, threatened against the Issuer or any of
its assets, at law or in equity or by or before any governmental entity or in
arbitration or mediation.  No bankruptcy, receivership or debtor
relief proceedings are pending or, to the best of the Issuer’s knowledge,
threatened against Imaging.

     

    (h)           Taxes.  Imaging
has properly filed all tax returns required to be filed and has paid all taxes
shown thereon to be due.  To the Best Knowledge of Imaging and Miley,
all tax returns previously filed are true and correct in all material
respects.

     

     

    
      
        
        

      

      
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    (i)           Transactions with
Affiliates. Except as disclosed in the Imaging Financial
Statements:

     

    (i) There are
no material contracts between Imaging, on the one hand, and any current officer,
director, Member or any of their affiliates.  An affiliate of any
Person is a Person who controls, is controlled by or is under common control
with, such Person.

     

    (ii) Imaging
does not provide or cause to be provided any assets, services or facilities to
any such current officer, director, Member or affiliate.

     

    (iii) No
current officer, director, Member or affiliate provides or causes to be provided
any assets, services or facilities to Imaging.

     

    (iv) Imaging
does not beneficially own, directly or indirectly, any investment assets of any
such current or former officer, director, Member or affiliate.

     

    (j)           Reliance by the
Issuer.  The representations and warranties set forth in this
Section 4 do not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements contained herein and
therein, when taken together, not misleading.

     

    5.           Conditions to the Obligation
of the Issuer.  The obligations of the Issuer under this
Agreement are subject to the satisfaction of the following conditions unless
waived by the Issuer:

     

    (a) Representations and
Warranties.  On the Closing Date, the representations and
warranties of Members shall be true and correct in all material respects on and
as of the Closing Date with the same force and effect as if made on such date,
and Members shall have performed all of its obligations required to be performed
by it pursuant to this Agreement at or prior to the Closing Date, and the Issuer
shall have received the certificate of Members to such effect and as to matters
set forth in Section 4(b) of this Agreement..

     

    (b) No Material Adverse
Change.  No Material Adverse Change in the business or
financial condition of Imaging shall have occurred or be threatened since the
date of this Agreement, and no action, suit or proceedings shall be threatened
or pending before any court of governmental agency or authority or regulatory
body seeking to restraint, prohibition or the obtain damages or other relief in
connection with this Agreement or the consummation of the transactions
contemplated by this Agreement or that, if adversely decided, has or may have a
material adverse effect on any of the assets, properties, business, prospects,
operations or financial condition of Imaging.

     

    (c) Documents.  Imaging
shall have delivered to the Issuer:

     

    (i) The
Certificate of Formation of Imaging, and the Subsidiaries.

     

    (ii) Evidence
as to the good standing of Imaging and the Subsidiaries.

     

    (iii) The operating agreement of Imaging and
the Subsidiaries, if any, certified by the chief financial officer of other
officer authorized by the board.

     

    (d) Other
Instruments.  Imaging shall have delivered such other documents
as counsel for Members may reasonably request.

     

    6.           Conditions to the Obligation
of Members.  The obligations of Members under this Agreement
are subject to the satisfaction of the following conditions unless waived by
Members:

     

    (a) Representations and
Warranties.  On the Closing Date, the representations and
warranties of the Issuer shall be true and correct in all material respects on
and as of the Closing Date with the same force and effect as if made on such
date, and the Issuer shall have performed all of its respective obligations
required to be performed by it pursuant to this Agreement at or prior to the
Closing Date, and Members shall have received the certificate of the Issuer to
such effect and as to matters set forth in Section 5(b) of this
Agreement.

     

    (b) No Material Adverse
Change.  No Material Adverse Change in the business or
financial condition of the Issuer shall have occurred or be threatened since the
date of this Agreement, and no action, suit or proceedings shall be threatened
or pending before any court of governmental agency or authority or regulatory
body seeking to restraint, prohibition or the obtain damages or other relief in
connection with this Agreement or the consummation of the transactions
contemplated by this Agreement or that, if adversely decided, has or may have a
material adverse effect on any of the assets, properties, business, prospects,
operations or financial condition of the Issuer.

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (c) Documents.  The
Issuer shall have delivered to Members:

     

    (i) The
certificate of incorporation of the Issuer.

     

    (ii) A
certificate issued by the Secretary of State of Nevada dated as of a current
date as to the good standing of the Issuer in Delaware.

     

    (iii) The
by-laws of the Issuer, certified by the Secretary of the Issuer.

     

    (iv) Resolutions
of the Issuer’s board of directors approving this Agreement and the transactions
contemplated by this Agreement.

     

    (v) Resignations of Russell Adler and
Stuart Posner as executive officers and directors of the Issuer, except that
Stuart Posner’s resignation as a director shall be subject to the filing with
the Securities and Exchange Commission and mailing of a Schedule 14f to the
Issuers shareholders.

     

    


     

    (vi) stock certificates representing
the Shares.

     

    7.           Termination.

     

    (a) Basis For
Termination.  This Agreement may be terminated prior to the
Closing Date only by written agreement by both parties.

     

    (b) Effect of
Termination.  In the event of a termination of this Agreement
pursuant to this Section 6, neither party shall have any obligation or liability
to the other, and each party shall bear its own expenses.

     

    8.           Indemnification

     

    (a)           Each
Member hereby agrees to severally and not jointly indemnify and hold the Issuer
and their respective shareholders, directors, officers, employees, Affiliates,
agents, representatives, heirs, successors and assigns (collectively, the
"Issuer Indemnified Parties") harmless from and against:

     

    (i)  any
and all losses, liabilities, obligations, damages, costs and expenses based
upon, attributable to or resulting from the failure of any representation or
warranty of such Members made herein or any representation or warranty contained
in any certificate delivered by or on behalf of such Member pursuant to this
Agreement, to be true and correct in all respects as of the date made;


     

    (ii) any
and all losses, liabilities, obligations, damages, costs and expenses based
upon, attributable to or resulting from the breach of any covenant or other
agreement on the part of such  Member under this
Agreement;

     

    (iii)  any
and all losses, liabilities, obligations, damages, costs and expenses based
upon, attributable to or resulting from any act or omission of the any Member;
and

     

    (iv)  any
and all undisclosed expenses incident to the foregoing.

     

    For the
avoidance of doubt, Uphold is only providing indemnification with respect to his
own representations, warranties, covenants, obligations, acts, and omissions
hereunder.

     

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (b)           Issuer
and the Majority Stockholders hereby agree to indemnify and hold the Members and
their respective Affiliates, agents, successors and assigns (collectively, the
"Member Indemnified Parties") harmless from and against:

     

    (i)  any
and all losses, liabilities, obligations, damages, costs and expenses based
upon, attributable to or resulting from the failure of any representation or
warranty of the Issuer or the Majority Stockholders or any representation or
warranty contained in any certificate delivered by or on behalf of the Issuer or
the Majority Stockholders pursuant to this Agreement, to be true and correct as
of the date made;

     

    (ii)  any
and all losses, liabilities, obligations, damages, costs and expenses based
upon, attributable to or resulting from the breach of any covenant or other
agreement on the part of the Issuer or the Majority Stockholders under this
Agreement; and

     

    (iii)  any
and all undisclosed Expenses incident to the foregoing.

     

    (c)           Indemnification
Procedures.

     

    (i)  In
the event that any legal proceedings shall be instituted or that any claim or
demand ("Claim") shall be asserted by any Person in respect of which payment may
be sought under this section, the Indemnified Party shall reasonably and
promptly cause written notice of the assertion of any Claim of which it has
knowledge which is covered by this indemnity to be forwarded to the Indemnifying
Party.  The Indemnifying Party shall have the right, at its sole
option and expense, to be represented by counsel of its choice, which must be
reasonably satisfactory to the Indemnified Party, and to defend against,
negotiate, settle or otherwise deal with any Claim which relates to any Losses
indemnified against hereunder.  If the Indemnifying Party elects to
defend against, negotiate, settle or otherwise deal with any Claim which relates
to any losses indemnified against hereunder, it shall within five (5) days (or
sooner, if the nature of the Claim so requires) notify the Indemnified Party of
its intent to do so.  If the Indemnifying Party elects not to defend
against, negotiate, settle or otherwise deal with any Claim which relates to any
Losses indemnified against hereunder, fails to notify the Indemnified Party of
its election as herein provided or contests its obligation to indemnify the
Indemnified Party for such Losses under this Agreement, the Indemnified Party
may defend against, negotiate, settle or otherwise deal with such
Claim.  If the Indemnified Party defends any Claim, then the
Indemnifying Party shall reimburse the Indemnified Party for the Expenses of
defending such Claim upon submission of periodic bills.  If the
Indemnifying Party shall assume the defense of any Claim, the Indemnified Party
may participate, at his or its own expense, in the defense of such Claim;
provided, however, that such Indemnified Party shall be entitled to participate
in any such defense with separate counsel at the expense of the Indemnifying
Party if, (i) so requested by the Indemnifying Party to participate or (ii) in
the reasonable opinion of counsel to the Indemnified Party, a conflict or
potential conflict exists between the Indemnified Party and the Indemnifying
Party that would make such separate representation advisable; and provided,
further, that the Indemnifying Party shall not be required to pay for more than
one such counsel for all indemnified parties in connection with any
Claim.  The parties hereto agree to cooperate fully with each other in
connection with the defense, negotiation or settlement of any such
Claim.

     

    (ii)  After
any final judgment or award shall have been rendered by a court, arbitration
board or administrative agency of competent jurisdiction and the expiration of
the time in which to appeal therefrom, or a settlement shall have been
consummated, or the Indemnified Party and the Indemnifying Party shall have
arrived at a mutually binding agreement with respect to a Claim hereunder, the
Indemnified Party shall forward to the Indemnifying Party notice of any sums due
and owing by the Indemnifying Party pursuant to this Agreement with respect to
such matter and the Indemnifying Party shall be required to pay all of the sums
so due and owing to the Indemnified Party by wire transfer of immediately
available funds within 10 business days after the date of such
notice.

     

    (iii)  The
failure of the Indemnified Party to give reasonably prompt notice of any Claim
shall not release, waive or otherwise affect the Indemnifying Party's
obligations with respect thereto except to the extent that the Indemnifying
Party can demonstrate actual loss and prejudice as a result of such
failure.

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    9.           Miscellaneous.

     

    (a)           Entire
Agreement.  This Agreement, including the Exhibits and the
Schedule, which constitutes integral parts of this Agreement, constitutes the
entire agreement of the parties, superseding and terminating any and all prior
or contemporaneous oral and written agreements, understandings or letters of
intent between or among the parties with respect to the subject matter of this
Agreement.  No part of this Agreement may be modified or amended, nor
may any right be waived, except by a written instrument which expressly refers
to this Agreement, states that it is a modification or amendment of this
Agreement and is signed by the parties to this Agreement, or, in the case of
waiver, by the party granting the waiver.  No course of conduct or
dealing or trade usage or custom and no course of performance shall be relied on
or referred to by any party to contradict, explain or supplement any provision
of this Agreement, it being acknowledged by the parties to this Agreement that
this Agreement is intended to be, and is, the complete and exclusive statement
of the agreement with respect to its subject matter.  Any waiver shall
be limited to the express terms thereof and shall not be construed as a waiver
of any other provisions or the same provisions at any other time or under any
other circumstances.

     

    (b)           Severability.  If
any section, term or provision of this Agreement shall to any extent be held or
determined to be invalid or unenforceable, the remaining sections, terms and
provisions shall nevertheless continue in full force and effect.

     

    (c) Notices.  All
notices provided for in this Agreement shall be in writing signed by the party
giving such notice, and delivered personally or sent by overnight courier, mail
or messenger against receipt thereof or sent by registered or certified mail,
return receipt requested, or by facsimile transmission or similar means of
communication if receipt is confirmed or if transmission of such notice is
confirmed by mail as provided in this Section 8(c).  Notices shall be
deemed to have been received on the date of personal delivery or telecopy or
attempted delivery.  Notice shall be delivered to the parties at the
following addresses:

     

    If to the
Issuer:                                                            12876
Biscayne Boulevard, Suite 276

    Miami,
Florida  33181

    Facsimile:

    


     

    With a copy
to:                                                            
Russell Adler, Esq.

    10800 Biscayne Blvd. Suite
350

    Miami, Florida 33161

    Facsimile:  (305)
893-1441

     

    If to
Imaging or the Members:

     

    600 North Cattleman Road

    Sarasota,
Florida  34232

    Facsimile:
941-342-0505

     

    With a
copy
to:                                                            Stephen
M. Fleming, Esq.

    Law Offices of Stephen M. Fleming
PLLC

    403 Merrick Avenue, 2nd
Floor

    East Meadow, New York
11554

    Facsimile:  516-977-1209

     

    


     

    Any party
may, by like notice, change the address, person or telecopier number to which
notice shall be sent.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (d) Governing
Law.  This Agreement shall be governed and construed in
accordance with the laws of the State of Florida applicable to agreements
executed and to be performed wholly within such State, without regard to any
principles of conflicts of law.  Each of the parties
hereby  irrevocably consents and agrees that any legal or equitable
action or proceeding arising under or in connection with this Agreement shall be
brought in the federal or state courts located geographically located nearest to
Sarasota, Florida, by execution and delivery of this Agreement, irrevocably
submits to and accepts the jurisdiction of said courts, (iii) waives any defense
that such court is not a convenient forum, and (iv) consent to any service of
process made either (x) in the manner set forth in Section 8(c) of this
Agreement (other than by telecopier), or (y) any other method of service
permitted by law.

     

    (e) Survival of Representations
and Warranties.  The parties hereto hereby agree that the
representations and warranties contained in this Agreement or in any
certificate, document or instrument delivered in connection herewith, shall
survive the execution and delivery of this Agreement, and the Closing hereunder,
regardless of any investigation made by the parties hereto; provided, however,
that any claims or actions with respect thereto shall terminate unless within
twenty-four (24) months after the Closing Date written notice of such claims is
given to the Company or such actions are commenced.

     

    (f) Waiver of Jury
Trial.  EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL
BY JURY IN THE EVENT OF ANY SUIT, ACTION OR PROCEEDING TO ENFORCE THIS AGREEMENT
OR ANY OTHER ACTION OR PROCEEDING WHICH MAY ARISE OUT OF OR IN ANY WAY BE
CONNECTED WITH THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS.

     

    (g) Parties to Pay Own
Expenses.  Each of the parties to this Agreement shall be
responsible and liable for its own expenses incurred in connection with the
preparation of this Agreement, the consummation of the transactions contemplated
by this Agreement and related expenses.

     

    (h) Tax
Consequences.  Each party to this Agreement is relying on his
or its own tax advisors as to the tax consequences of this Agreement and the
transactions contemplated by this Agreement, and no party is making any
representations or warranties of any kind as to such tax consequences to any
other party.

     

    (i) Successors.  This
Agreement shall be binding upon the parties and their respective heirs,
executors, administrators, legal representatives, successors and assigns;
provided, however, that Members may not assign this Agreement or any of its
rights under this Agreement without the prior written consent of the
Issuer.

     

    (j) Further
Assurances.  Each party to this Agreement agrees, without cost
or expense to any other party, to deliver or cause to be delivered such other
documents and instruments as may be reasonably requested by any other party to
this Agreement in order to carry out more fully the provisions of, and to
consummate the transaction contemplated by, this Agreement.

     

    (k) Counterparts.  This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.

     

    (l) Headings.  The
headings in the Sections of this Agreement are inserted for convenience only and
shall not constitute a part of this Agreement.

     

    [Signatures
on following page]

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

     

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

     

    FIRSTWAY ENTERPRISES,
INC.

    


    By:/s/ Stuart Posner

    Name: Stuart Posner

    Title:  CEO

    


    MAJORITY STOCKHOLDERS

    


    


    /s/ Stuart Posner

    Stuart Posner

    


    


    /s/ Russell Adler

    Russell Adler

    


    


    


    US IMAGING HOLDING, LLC

    


    By:/s/ Stephen Miley

    Name: Stephen Miley

    Title: Managing Member

    


    


    MEMBERS

    


    /s/ John Uphold

    John Uphold

    


    /s/ Stephen Miley

    Stephen Miley

    


    Schedule
A

    


    Information Concerning
Members

    


    
      	
              Name and Address

            	
              Imaging Interest

            	
              Shares

            
	
              John
      Uphold

            	
              10%

            	
              4,095,219

            
	 	 	 
	
              Stephen
      Miley

            	
              90%

            	
              36,856,970

            
	 
      	 
      	 
      
	 
      	 
      	
              40,952,189

            
	 
      	 
      	 
      


    

    


    


    
11